EX-99.1 2 file002.txt TERM SHEET PRELIMINARY -- SUBJECT TO CHANGE -------------------------------------------------------------------------------- CITIGROUP COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-C1 CLASSES A-1, A-2, A-3, A-4, B, C, D AND E $1,086,347,000 (APPROXIMATE) ---------------- STRUCTURAL AND COLLATERAL TERM SHEET ----------------- CITIGROUP GLOBAL MARKETS REALTY CORP. WACHOVIA BANK, NATIONAL ASSOCIATION CDC MORTGAGE CAPITAL INC. MORTGAGE LOAN SELLERS JUNE 2004 [CITIGROUP LOGO OMITTED] [WACHOVIA SECURITIES LOGO OMITTED] [CDC SECURITIES LOGO OMITTED] [DEUTSCHE BANK LOGO OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. This Term Sheet is furnished to prospective investors on a basis solely for the purposes of evaluating the securities described herein. The information contained herein may not be reproduced or used in whole or in part for any other purpose. Information contained in this material is current as of the date appearing on this material only. 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. No underwriter makes any representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. Each underwriter and its affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material is furnished to you by one of the underwriters listed above, and not by the issuer of the securities. None of the underwriters listed above is acting as agent for the issuer or its affiliates in connection with the proposed transaction. The issuer has not prepared or taken part in the preparation of these materials. ------------------------------------------------------------------------------- Page 1 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- TABLE OF CONTENTS -------------------------------------------------------------------------------- Contact Information ...................................................... 3 Transaction Overview ..................................................... 4 Certificates Overview .................................................... 5 Structure Overview ....................................................... 6 Mortgage Pool Characteristics ............................................ 8 Summary of Collateral Characteristics ................................... 8 Mortgage Loan/Loan Group Concentration .................................. 10 Largest Loan Concentration .............................................. 10 Subordinate Debt ........................................................ 10 Distribution of Property Type ........................................... 11 Geographic Distribution ................................................. 11 Cut-off Date Principal Balance .......................................... 12 Mortgage Rates .......................................................... 12 Underwritten NCF DSCR ................................................... 12 Cut-Off Date Loan-to-Value Ratio ........................................ 12 Maturity Date/ARD Loan-to-Value Ratio ................................... 12 Amortization Type ....................................................... 12 Seasoning ............................................................... 13 Ownership Interest ...................................................... 13 Original Term to Maturity or ARD ........................................ 13 Remaining Term to Maturity or ARD ....................................... 13 Original Amortization Term .............................................. 13 Remaining Amortization Term ............................................. 13 Prepayment Provision Type ............................................... 13 Accrual Type ............................................................ 13 Prepayment Restrictions Based on Outstanding Principal Balance .......... 14 Top Twenty Mortgage Loans/Crossed Groups/Related Loan Groups ............. 15 ARC Portfolio 10-6 ...................................................... 16 ARC Portfolio 10-4 ...................................................... 22 ARC Portfolio 5-1 ....................................................... 28 Yorktown Center ......................................................... 34 StorageMart Portfolio ................................................... 40 Pecanland Mall .......................................................... 46 Lake Shore Place ........................................................ 52 Nashua Mall ............................................................. 58 Crossroads Center Portfolio -- Crossroads Center ........................ 64 Crossroads Center Portfolio -- Auburn Mile Shopping Center .............. 70 Waterfront Clematis ..................................................... 76 305 Madison ............................................................. 82 DFS-Guam ................................................................ 88 Wildcat Self Storage Portfolio .......................................... 94 Ocean Key Resort ........................................................ 96 Hall Office Park ........................................................ 98 Sheraton Suites ......................................................... 100 400 Atlantic Avenue ..................................................... 102 Victoria Mall ........................................................... 104 Delray Bay Apartments ................................................... 106 The Yards Plaza ......................................................... 108 Carmel Rancho Shopping Center ........................................... 110 Cumberland Office Park .................................................. 112
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 2 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CONTACT INFORMATION --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------ PHONE FAX EMAIL ------------------------------------------------------------------------------------------------------ CITIGROUP GLOBAL MARKETS, INC. ------------------------------ Paul Vanderslice (212) 723-6156 (212) 723-8599 paul.t.vanderslice@citigroup.com Jeff Lewis (212) 723-6156 (212) 723-8599 jeff.lewis@citigroup.com Angela Vleck (212) 816-8087 (212) 816-8307 angela.j.vleck@citigroup.com Joseph Siragusa (212) 816-7973 (212) 202-3865 joseph.siragusa@citigroup.com Elsie Mao (212) 816-1299 (212) 816-8307 elsie.mao@citigroup.com Teresa Zien (212) 816-3004 (212) 816-8299 teresa.zien@citigroup.com WACHOVIA CAPITAL MARKETS, LLC ----------------------------- William Cohane (704) 383-4984 (704) 715-0066 bill.cohane@wachovia.com Scott Fuller (704) 715-8440 (704) 715-0059 scott.fuller@wachovia.com Bill White (704) 715-1304 (704) 715-0059 william.white@wachovia.com Barbara Smith (704) 383-8614 (704) 715-0059 barbaram.smith@wachovia.com Elizabeth Stinson (704) 374-2662 (704) 715-0066 elizabeth.stinson@wachovia.com Wayne Fitzgerald (704) 715-8792 (704) 715-0066 wayne.fitzgerald@wachovia.com Royer Culp (704) 383-9691 (704) 715-0066 royer.culp@wachovia.com CDC SECURITIES -------------- Greg Murphy (212) 891-6282 (212) 891-3454 g.murphy@cdcixis-cmna.com Barry Funt (212) 891-1836 (212) 891-3411 b.funt@cdcixis-cmna.com Scott Douglass (212) 891-5705 (212) 891-3421 s.douglass@cdcixis-cmna.com Steve Gerstung (212) 891-5706 (212) 891-3359 s.gerstung@cdcixis-cmna.com DEUTSCHE BANK SECURITIES INC. ----------------------------- Scott Waynebern (212) 250-5149 (212) 797-5630 scott.wynebern@db.com Dan Rikkers (212) 250-5149 (212) 797-5630 daniel.rikkers@db.com ------------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 3 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- TRANSACTION OVERVIEW -------------------------------------------------------------------------------- NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE PRELIMINARY PROSPECTUS DATED MAY 24, 2004. STRUCTURE: Senior/Subordinate, Sequential Pay Pass-Through Certificates. OFFERING CERTIFICATES: Classes A-1, A-2, A-3, A-4, B, C, D and E. CO-LEAD MANAGERS: Citigroup Global Markets, Inc. and Wachovia Capital Markets, LLC CO-MANAGERS: CDC Securities and Deutsche Bank Securities Inc. MORTGAGE LOAN SELLERS: Citigroup Global Markets Realty Corp. (77 loans, 57.4%) Wachovia Bank, National Association (26 loans, 28.2%) CDC Mortgage Capital, Inc. (12 loans, 14.4%) MASTER SERVICER: Wachovia Bank, National Association SPECIAL SERVICER: Lennar Partners, Inc. TRUSTEE: LaSalle Bank National Association FISCAL AGENT: ABN AMRO Bank N.V. RATING AGENCIES: Moody's Investors Service ("Moody's"), and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"). CUT-OFF DATE: Individually and collectively, the respective due dates for the underlying mortgage loans in June 2004. EXPECTED SETTLEMENT DATE: On or about June 24, 2004. DETERMINATION DATE: The eleventh calendar day of the month, or, if not a business day, the next succeeding business day, beginning in July 2004. DISTRIBUTION DATE: The fourth business day following the related Determination Date. DAY COUNT: 30 / 360. RATED FINAL DISTRIBUTION DATE: Payment Date in April 2040. ERISA ELIGIBILITY: Classes A-1, A-2, A-3, A-4, B, C, D and E are expected to be ERISA-eligible under lead manager's exemption. SMMEA ELIGIBILITY: The Offered Certificates will not be "mortgage-related securities" for the purposes of SMMEA. TAX TREATMENT: REMIC SETTLEMENT TERMS: DTC same day funds, with accrued interest. MINIMUM DENOMINATION: $10,000 for all Offered Certificates. CLEAN-UP CALL: 1% ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 4 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CERTIFICATES OVERVIEW --------------------------------------------------------------------------------
EXPECTED INITIAL AGGREGATE APPROX. % APPROX. PRINCIPAL BALANCE OF INITIAL APPROX. % OF PASS-THROUGH WEIGHTED OR NOTIONAL MORTGAGE POOL INITIAL CREDIT RATE AVERAGE LIFE PRINCIPAL PAYMENT CLASS RATINGS (2) AMOUNT BALANCE (4) SUPPORT (4) DESCRIPTION (5) (YEARS) (6) WINDOW (6) =================================================================================================================================== OFFERED CERTIFICATES: =================================================================================================================================== A-1 AAA/Aaa $ 68,457,000 5.79% 15.250% 2.47 07/04 - 12/08 A-2 AAA/Aaa 162,500,000 13.74% 15.250% 4.76 12/08 - 05/09 A-3 AAA/Aaa 224,418,000 18.98% 15.250% 7.02 05/09 - 09/13 A-4 AAA/Aaa 546,724,000 46.24% 15.250% 9.69 09/13 - 05/14 B AA/Aa2 31,039,000 2.63% 12.625% 9.89 05/14 - 05/14 C AA-/Aa3 13,302,000 1.12% 11.500% 9.89 05/14 - 05/14 D A/A2 26,605,000 2.25% 9.250% 9.89 05/14 - 05/14 E A-/A3 13,302,000 1.12% 8.125% 9.94 05/14 - 06/14 =================================================================================================================================== NON-OFFERED CERTIFICATES:(7) =================================================================================================================================== X-1 AAA/Aaa $1,182,418,797(3) N/A N/A N/A N/A X-2 AAA/Aaa TBD(3) N/A N/A N/A N/A F BBB+/Baa1 14,780,000 1.25% 6.875% N/A N/A G BBB/Baa2 11,824,000 1.00% 5.875% N/A N/A H BBB-/Baa3 19,214,000 1.62% 4.250% N/A N/A J BB+/Ba1 5,913,000 0.50% 3.750% N/A N/A K BB/Ba2 5,912,000 0.50% 3.250% N/A N/A L BB-/Ba3 5,912,000 0.50% 2.750% N/A N/A M B+/B1 5,912,000 0.50% 2.250% N/A N/A N B/B2 2,956,000 0.25% 2.000% N/A N/A P B-/B3 4,434,000 0.37% 1.625% N/A N/A Q NR/NR 19,214,797 1.63% N/A N/A N/A PM(1) NR/NR 3,322,214 N/A N/A N/A N/A ===================================================================================================================================
(1) The Class PM certificates will represent an interest solely in the Pecanland Mall mortgage loan. The portion of the Pecanland Mall mortgage loan that is represented by the Class PM certificates is considered the non-pooled portion of that mortgage loan. The remaining portion of the Pecanland Mall mortgage loan, which is the pooled portion of that mortgage loan, will be pooled with the other underlying mortgage loans to support the other classes of the certificates. (2) Ratings shown are those of S&P and Moody's, respectively. (3) Notional amount. (4) The approximate percentage of initial mortgage pool balance, and the approximate percentage of initial credit support, of any class shown on the foregoing table does not take into account the total principal balances of, or the portion of the Pecanland Mall mortgage loan (that is, the non-pooled portion thereof) represented by, the Class PM certificates. (5) Classes , , and will have a fixed rate. Classes , , and will have a pass-through rate that is equal to the net WAC of the pool (without regard to the non-pooled portion of the Pecanland Mall Mortgage Loan). Classes , , and will have a pass-through rate that is fixed subject to the net WAC of the pool (without regard to the non-pooled portion of the Pecanland Mall Mortgage Loan). (6) Calculated based upon the assumption that the borrower will: a) not prepay the loan prior to the stated maturity except as described, b) if applicable, pay the loan in full on any anticipated repayment date, c) make all payments in a timely fashion, and d) not receive a balloon extension. Also, based on the assumption that there is: x) no cleanup call, and y) no loan repurchase. (7) Not offered by the prospectus supplement or this term sheet. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 5 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STRUCTURE OVERVIEW (A) -------------------------------------------------------------------------------- [GRAPHIC OMITTED]
X-1 AAA/Aaa ---------------- ------ ------ ------ ------ ------ ------ ------ ------ X-1 | X-2 ------ ------ ------ ------ ------ ------ ------ | AAA/Aaa ------ | ------- ------ A-1 A-2 A-3 A-4 B C D E F G H J K L M N P Q AAA/ AAA/ AAA/ AAA/ AA/ AA-/ A/ A-/ BBB+/ BBB/ BBB-/ BB+/ BB/ BB-/ B+/ B/ B-/ NR/ Aaa Aaa Aaa Aaa Aa2 Aa3 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3 NR ------------------------------------------------------------------------------------------------------------------------------------
(a) Classes are not drawn to scale. Structure is subject to change. Does not reflect PM class. PRINCIPAL PAYMENTS: Principal will be paid sequentially to Class A-1, A-2, A-3, A-4, B, C, D, E, F, G, H, J, K, L, M, N, P and Q Certificates (except that if principal balances of all such Classes other than Classes A-1, A-2, A-3 and A-4 have been reduced to zero, principal will be allocated to Class A-1, A-2, A-3 and A-4 pro-rata) INTEREST PAYMENTS: Class X-1 and Class X-2 will receive interest payments pro-rata (based on interest entitlements) with interest on the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates each month PAYMENT PRIORITY: Each of the Classes shown in the table above (except Classes X-1 and X-2) will be subordinate to earlier alphabetically lettered classes (Losses not otherwise allocated to PM class with respect to Pecanland Mall mortgage loan will be allocated in reverse alphabetical order to Classes with certificate balances, and pro-rata among Classes A-1, A-2, A-3 and A-4) PREPAYMENT INTEREST SHORTFALLS: The Master Servicer will cover prepayment interest shortfalls on any mortgage loan, up to the portion of the Master Servicing Fees for that loan for the current period accrued at 0.02% per annum and any interest accrued on subject principal prepayment while held by the Master Servicer. Net prepayment interest shortfalls (to the extent not otherwise allocated to the PM class with respect to Pecanland Mall mortgage loan) will be allocated pro-rata generally based on interest entitlements with respect to each of the interest-bearing certificate classes (exclusive of PM, X-1 and X-2 classes) LOSSES AND OTHER SHORTFALLS: Shortfalls resulting from Master Servicer and Special Servicer modifications, Special Servicer compensation or other extraordinary trust fund expenses or realized losses will be allocated in reverse alphabetical order to classes with certificate balances (in the case of the Class A-1, Class A-2, Class A-3 and Class A-4 certificates, pro-rata based on certificate balances); provided that any of those items related to the Pecanland Mall mortgage loan will first be allocated to the PM class and none of those items related to any other mortgage loan would be allocated to the PM class. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 6 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STRUCTURE OVERVIEW -------------------------------------------------------------------------------- PREPAYMENT PREMIUMS Prepayment premiums will be allocated between the Investment Grade P&I Certificates (i.e. Classes A-1, A-2, A-3, A-4 and B - H) then entitled to principal distributions and the Class X-1 Certificates as follows: A percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amount) will be allocated to each class of the Investment Grade P&I Certificates then entitled to principal distributions, which percentage will be equal to the product of (a) the percentage of the total principal distribution amount (exclusive of the PM class's share thereof) that such Class receives, and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess of the Pass-Through Rate of such Class of the Investment Grade P&I Certificates currently receiving principal over the relevant discount rate, and the denominator of which is the excess of the mortgage rate of the related mortgage loan over the discount rate. Prepayment Premium Allocation Percentage = (Pass-Through Rate -- Discount Rate) ------------------------------------ (Mortgage Rate -- Discount Rate) The remaining percentage of the prepayment premiums will be allocated to the Class X-1 Certificates. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the Investment Grade P&I Certificates then entitled to principal distributions relative to the Class X-1 Certificates as discount rates decrease and a decrease in the percentage allocated to such Classes as discount rates rise. Allocation of Prepayment Premiums Example ----------------------------------------- Assumptions: Mortgage Rate = 9% Investment Grade P & I Certificate Rate = 7% Discount Rate = 6% Investment Grade P & I Certificate Allocation = 7% - 6% = 33 1/3% ------- 9% - 6% Class X-1 Allocation = Remaining premiums = 66 2/3% thereof ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 7 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS (1) (2) (3) (4) (5) (6) -------------------------------------------------------------------------------- SUMMARY OF COLLATERAL CHARACTERISTICS: -------------------------------------------------------------------------------- Initial Mortgage Pool Balance $1,182,418,798 Number of Mortgage Loans 115 Number of Mortgaged Properties 133 Average Mortgage Loan Cut-off Date Principal Balance $10,281,903 Minimum Mortgage Loan Cut-off Date Principal Balance $781,314 Maximum Mortgage Loan Cut-off Date Principal Balance $93,000,000 Weighted Average Mortgage Rate 5.3450% Minimum Mortgage Rate 4.2765% Maximum Mortgage Rate 6.4600% Weighted Average U/W NCF DSCR 1.48x Minimum U/W NCF DSCR 1.20x Maximum U/W NCF DSCR 1.96x Weighted Average Cut-off Date LTV Ratio 72.46% Minimum Cut-off Date LTV Ratio 48.12% Maximum Cut-off Date LTV Ratio 80.00% Weighted Average Original Term to Scheduled Maturity/ARD 108 months Minimum Original Term to Scheduled Maturity/ARD 60 months Maximum Original Term to Scheduled Maturity/ARD 180 months Weighted Average Remaining Term to Scheduled Maturity/ARD 105 months Minimum Remaining Term to Scheduled Maturity/ARD 54 months Maximum Remaining Term to Scheduled Maturity/ARD 177 months Weighted Average Remaining Amortization Term 341 months Minimum Remaining Amortization Term 177 months Maximum Remaining Amortization Term 360 months Weighted Average Mortgage Loan Seasoning 3 months Minimum Mortgage Loan Seasoning 0 months Maximum Mortgage Loan Seasoning 15 months
See footnotes on the following page. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 8 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS (1) (2) (3) (4) (5) (6) -------------------------------------------------------------------------------- For purposes of this "Mortgage Pool Characteristics" section: (1) Unless specifically indicated otherwise, statistical information with respect to or involving the Pecanland Mall mortgage loan, except for debt service coverage ratios, is being presented without regard to, and the Initial Mortgage Pool Balance does not reflect, the portion of the underlying mortgage loan that supports the class PM certificates. (2) Debt service coverage information with respect to six mortgage loans (Nashua Mall mortgage loan, Delray Bay Apartment Homes mortgage loan, Carmel Rancho Shopping Center mortgage loan, Newport Grenada Apartments mortgage loan, Emerald Court Apartments mortgage loan and Casa Linda Apartments mortgage loan), and loan-to-value information with respect to one mortgage loan (Nashua Mall mortgage loan), are presented on an adjusted basis, that: (a) takes into account various assumptions regarding the financial performance of the related mortgaged property that are consistent with the respective performance related criteria required to obtain the release of cash holdback and/or letter of credit that serves as additional collateral or otherwise protects against losses; and/or (b) reflects the application of that cash holdback and/or letter of credit to paydown the corresponding mortgage loan, with a corresponding reamortization of the monthly debt service payment. (3) Remaining amortization term calculations are presented without regard to loans that are interest only for their full loan term. Original and remaining loan term information is presented assuming that each underlying mortgage loan with an anticipated repayment date matures on that date. (4) Unless indicated otherwise, all statistical information with respect to the Ocean Key Resort mortgage loan excludes the subordinate companion loan which is not included in the trust. (5) Mortgage loans that are a part of a cross-collateralized group are presented as individual mortgage loans (without regard to cross-collateralization), except where otherwise indicated. (6) Weighted averages are calculated according to the cut-off date principal balances of the individual mortgage loans or allocated principal balances of the mortgaged properties, as applicable, as a percentage of the Initial Mortgage Pool Balance. Notwithstanding the foregoing, weighted average information (other than weighted average debt service coverage information) involving Pecanland Mall mortgage loan does reflect portion of that mortgage loan that supports Class PM certificates. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 9 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -------------------------------------------------------------------------------- MORTGAGE LOAN/LOAN GROUP CONCENTRATION(1)(2): --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- % OF INITIAL AGGREGATE CUT-OFF MORTGAGE MORTGAGE LOAN/LOAN GROUPS DATE PRINCIPAL BALANCE POOL BALANCE -------------------------------------------------------------------------------- Top 3 $264,645,655 22.4% Top 5 $383,967,870 32.5% Top 10 $542,058,462 45.8% Top 20 $734,978,949 62.2%
LARGEST LOAN CONCENTRATION(1)(3): --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- % OF INITIAL AGGREGATE CUT-OFF MORTGAGE LARGEST LOANS DATE PRINCIPAL BALANCE POOL BALANCE -------------------------------------------------------------------------------- Top 3 $230,322,215 19.5% Top 5 $325,161,424 27.5% Top 10 $490,539,562 41.5% Top 20 $704,289,662 59.6%
SUBORDINATE DEBT: --------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------- NUMBER OF MORTGAGE AGGREGATE CUT-OFF % OF POOL SUBORDINATE DEBT LOANS DATE PRINCIPAL BALANCE BALANCE AMOUNT ---------------------------------------------------------------------------------------------------------------------- A/B Mortgage Loan 1 $ 23,067,933 2.0% $1,899,788 Existing Secured Debt (Excluding A/B Mortgage Loan) 1 $ 3,272,286 0.3% $ 475,000 Existing Mezzanine Debt 9 $ 36,073,759 3.1% $5,081,511 Future Allowed Secured Debt 1 $ 10,480,000 0.9% Future Mezzanine Debt 6 $172,404,566 14.6% Future Allowed Unsecured Debt 3 $ 97,022,215 8.2%
(1) For the purpose of this table, mortgage loans that are part of a cross-collateralized loan group are presented as one. (2) Reflects individual mortgage loans, groups of cross-collateralized mortgage loans and groups of mortgaged loans with affiliated borrowers. (3) Reflects individual mortgage loans and groups of cross-collateralized mortgage loans. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 10 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -------------------------------------------------------------------------------- DISTRIBUTION OF PROPERTY TYPE: --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- AGGREGATE % OF INITIAL NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. PROPERTY TYPE MORTGAGED PRINCIPAL POOL MORTGAGE SUBTYPE PROPERTIES BALANCE BALANCE RATE -------------------------------------------------------------------------------- Retail 41 $ 469,680,857 39.7% 5.3194% Anchored 19 200,048,074 16.9 5.6561 Regional Mall 3 174,108,602 14.7 4.6416 Single Tenant, Anchor 8 42,571,553 3.6 5.9283 Unanchored 7 30,554,773 2.6 5.8002 Shadow Anchored 4 22,397,855 1.9 5.7678 Office 19 249,675,342 21.1 5.4343 Suburban 14 149,137,446 12.6 5.6243 CBD 3 89,790,641 7.6 5.1356 Medical Office 2 10,747,256 0.9 5.2939 Mobile Home Park 24 114,107,166 9.7 5.3995 Self Storage 23 111,358,166 9.4 4.6950 Multifamily 15 78,317,029 6.6 5.2307 Conventional 11 64,284,557 5.4 5.1628 Student Housing 4 14,032,472 1.2 5.5419 Mixed Use 6 67,127,595 5.7 5.7145 Hospitality 3 53,097,612 4.5 5.7307 Land 1 26,864,655 2.3 5.6900 Industrial 1 12,190,377 1.0 6.1860 -------------------- -- -------------- ----- ------ TOTAL / WTD. AVG. 133 $1,182,418,798 100.0% 5.3450% ============================================================================== ----------------------------------------------------------------------------------------------------- WTD. AVG. WTD. AVG. STATED WTD. AVG. MIN/MAX CUT-OFF DATE MIN/MAX PROPERTY TYPE REMAINING U/W NCF U/W NCF LOAN-TO-VALUE CUT-OFF DATE SUBTYPE TERM (MO.) DSCR DSCR RATIO LOAN-TO-VALUE RATIO ----------------------------------------------------------------------------------------------------- Retail 112 1.53x 1.20x / 1.96x 70.12% 57.97% / 80.00% Anchored 119 1.34 1.21x / 1.72x 76.36 57.97% / 80.00% Regional Mall 100 1.82 1.44x / 1.96x 61.62 58.13% / 65.69% Single Tenant, Anchor 124 1.30 1.22x / 1.55x 75.33 61.11% / 78.95% Unanchored 114 1.49 1.22x / 1.77x 72.51 64.77% / 79.72% Shadow Anchored 112 1.41 1.20x / 1.49x 67.28 58.61% / 75.66% Office 107 1.41 1.20x / 1.61x 75.30 65.71% / 79.70% Suburban 108 1.35 1.20x / 1.49x 74.41 65.71% / 78.55% CBD 112 1.51 1.35x / 1.61x 76.35 72.86% / 79.70% Medical Office 66 1.30 1.27x / 1.33x 79.03 78.54% / 79.55% Mobile Home Park 104 1.43 1.38x / 1.53x 74.25 48.12% / 80.00% Self Storage 65 1.53 1.48x / 1.64x 74.80 64.80% / 78.02% Multifamily 105 1.41 1.22x / 1.78x 76.90 70.80% / 79.78% Conventional 102 1.42 1.22x / 1.78x 77.99 72.92% / 79.78% Student Housing 116 1.35 1.33x / 1.36x 71.92 70.80% / 74.44% Mixed Use 117 1.35 1.29x / 1.45x 72.67 69.92% / 77.67% Hospitality 103 1.65 1.44x / 1.79x 63.01 60.71% / 67.82% Land 115 1.55 1.55x / 1.55x 72.61 72.61% / 72.61% Industrial 119 1.36 1.36x / 1.36x 77.15 77.15% / 77.15% -------------------- --- ---- --------------- ----- -------------------- TOTAL / WTD. AVG. 105 1.48X 1.20X / 1.96X 72.46% 48.12% / 80.00% ===================================================================================================
GEOGRAPHIC DISTRIBUTION: --------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. WTD. AVG. NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. STATED WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE STATE PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR RATIO --------------------------------------------------------------------------------------------------------------------------------- Illinois 10 $ 198,591,011 16.8% 4.9203% 116 1.71x 67.65% Florida 16 177,099,898 15.0 5.2603 95 1.46 73.04 California 14 109,521,899 9.3 5.6558 112 1.42 72.43 Southern California(1) 10 63,202,834 5.3 5.4408 109 1.45 69.83 Northern California(1) 4 46,319,066 3.9 5.9493 116 1.39 75.96 Texas 9 97,428,390 8.2 5.7462 110 1.42 70.71 Louisiana 2 65,064,076 5.5 4.3525 70 1.71 66.07 New York 6 59,038,245 5.0 5.3212 112 1.42 76.00 Ohio 9 56,017,503 4.7 5.3958 92 1.44 75.42 New Jersey 4 48,535,989 4.1 5.4431 103 1.38 75.88 New Hampshire 1 35,500,000 3.0 6.1200 120 1.24 76.84 Washington 5 33,198,274 2.8 5.7035 113 1.38 74.76 Other 57 302,423,512 25.6 5.4942 107 1.40 74.66 -------------- ----- ------ --- ---- ----- TOTAL/WTD. AVG. 133 $1,182,418,798 100.0% 5.3450% 105 1.48X 72.46% ===========================================================================================================================
(1) Northern California includes areas with ZIP codes of 93923 and above, and Southern California includes areas with ZIP codes of 93726 and below. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 11 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE: --------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. CUT-OFF NUMBER CUT-OFF INITIAL CUT-OFF DATE OF DATE MORTGAGE WTD. AVG. DATE LOAN- PRINCIPAL MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE BALANCES LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------- ---------- ----------------- ---------- ------------ ----------- (less than) $ 2,000,000 4 $ 5,738,435 0.5% 1.48x 73.99% $ 2,000,000 to $ 2,999,999 16 39,311,537 3.3 1.33 75.82 $ 3,000,000 to $ 3,999,999 14 49,106,349 4.2 1.50 74.85 $ 4,000,000 to $ 4,999,999 15 66,448,342 5.6 1.43 71.07 $ 5,000,000 to $ 5,999,999 13 71,433,487 6.0 1.40 77.20 $ 6,000,000 to $ 6,999,999 5 33,677,025 2.8 1.35 77.46 $ 7,000,000 to $ 7,999,999 7 51,574,731 4.4 1.47 73.55 $ 8,000,000 to $ 8,999,999 4 33,984,117 2.9 1.42 73.90 $ 9,000,000 to $ 9,999,999 4 38,444,540 3.3 1.55 66.17 $10,000,000 to $14,999,999 13 163,858,787 13.9 1.40 75.67 $15,000,000 to $19,999,999 6 103,598,177 8.8 1.37 74.74 $20,000,000 to $24,999,999 4 90,579,053 7.7 1.50 66.10 $25,000,000 to $29,999,999 3 82,180,592 7.0 1.40 75.82 $30,000,000 to $34,999,999 2 66,822,200 5.7 1.34 73.71 $35,000,000 to $44,999,999 2 73,339,210 6.2 1.33 78.35 $45,000,000 to $93,000,000 3 212,322,215 18.0 1.80 65.31 ----------------------------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ========================================================================================================
MORTGAGE RATES: --------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF RANGE OF OF DATE MORTGAGE WTD. AVG. DATE LOAN- MORTGAGE MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE RATES LOANS BALANCE BALANCE DSCR RATIO -------------------------------------------------------------------------------------------------------- 4.2765% to 4.4900% 17 $ 142,422,215 12.0% 1.60x 72.62% 4.5000% to 4.7400% 2 96,500,000 8.2 1.95 58.67 4.7500% to 4.9900% 1 17,500,000 1.5 1.56 78.48 5.0000% to 5.2400% 10 151,073,915 12.8 1.45 75.20 5.2500% to 5.4900% 26 214,901,857 18.2 1.44 73.07 5.5000% to 5.7400% 19 267,764,913 22.6 1.45 73.79 5.7500% to 5.9900% 24 161,177,587 13.6 1.36 71.81 6.0000% to 6.2400% 15 118,143,251 10.0 1.28 76.14 6.2500% to 6.4600% 1 12,935,059 1.1 1.43 69.92 ---------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ========================================================================================================
UNDERWRITTEN NCF DSCR: --------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. RANGE OF NUMBER CUT-OFF INITIAL CUT-OFF U/W OF DATE MORTGAGE WTD. AVG. DATE LOAN- NCF MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE DSCR LOANS BALANCE BALANCE DSCR RATIO -------------------------------------------------------------------------------------------------------- 1.20x to 1.24x 16 $ 122,628,375 10.4% 1.23x 77.23% 1.25x to 1.29x 10 109,389,687 9.3 1.28 75.59 1.30x to 1.34x 16 117,843,854 10.0 1.32 78.03 1.35x to 1.39x 11 148,232,147 12.5 1.36 74.62 1.40x to 1.44x 14 138,051,923 11.7 1.43 72.41 1.45x to 1.49x 23 158,285,025 13.4 1.48 73.00 1.50x to 1.54x 4 23,585,278 2.0 1.52 76.13 1.55x to 1.59x 4 59,466,458 5.0 1.56 73.34 1.60x to 1.79x 16 211,936,052 17.9 1.69 68.72 1.80x to 1.96x 1 93,000,000 7.9 1.96 58.13 --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% =========================================================================================================
CUT-OFF DATE LOAN-TO-VALUE RATIO: --------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. CUT-OFF NUMBER CUT-OFF INITIAL CUT-OFF DATE OF DATE MORTGAGE WTD. AVG. DATE LOAN- LTV MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO --------------------------------------------------------------------------------------------------------- (less than or equal to) 49.99% 1 $ 4,644,000 0.4% 1.47x 48.12% 50.00% to 59.99% 3 110,846,801 9.4 1.90 58.16 60.00% to 64.99% 5 69,420,833 5.9 1.61 62.77 65.00% to 69.99% 9 151,210,286 12.8 1.59 66.73 70.00% to 74.99% 35 295,098,271 25.0 1.42 73.02 75.00% to 79.99% 60 529,718,606 44.8 1.38 77.94 = 80.00% 2 21,480,000 1.8 1.36 80.00 ------------------------------ -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% =========================================================================================================
MATURITY DATE/ARD LOAN-TO-VALUE RATIO: --------------------------------------
--------------------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF RANGE OF MATURITY OF DATE MORTGAGE WTD. AVG. DATE LOAN- DATE/ARD LOAN-TO- MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO --------------------------------------------------------------------------------------------------------- 0.90% to 4.99% 1 $ 4,950,297 0.4% 1.22x 61.11% 5.00% to 49.99% 5 135,132,742 11.4 1.79 59.54 50.00% to 54.99% 5 71,902,722 6.1 1.66 63.34 55.00% to 59.99% 14 100,367,580 8.5 1.59 67.91 60.00% to 64.99% 33 389,692,152 33.0 1.40 73.27 65.00% to 69.99% 34 350,834,945 29.7 1.39 77.63 70.00% to 79.07% 23 129,538,360 11.0 1.46 78.49 --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ====================================================================================
AMORTIZATION TYPE: --------------------------------------------------------------------------------
AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE MORTGAGE WTD. AVG. DATE LOAN- MORTGAGE LOAN MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE TYPE LOANS BALANCE BALANCE DSCR RATIO --------------------------------------------------------------------------------------------------------- Balloon 72 $ 697,660,996 59.0% 1.43x 72.72% Partial IO/Balloon 12 272,524,000 23.0 1.62 69.18 Partial IO/ARD 19 127,680,000 10.8 1.47 77.28 ARD 8 63,503,505 5.4 1.37 75.22 Interest Only 3 16,100,000 1.4 1.77 71.07 Fully Amortizing 1 4,950,297 0.4 1.22 61.11 ---------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ==========================================================================================================
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 12 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -------------------------------------------------------------------------------- SEASONING: --------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- % OF WTD. AVG. NUMBER AGGREGATE INITIAL CUT-OFF OF CUT-OFF DATE MORTGAGE WTD. AVG. DATE LOAN- SEASONING MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE (MONTHS) LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- 0 to 5 88 $ 995,139,228 84.2% 1.49x 72.33% 6 to 11 24 174,393,152 14.7% 1.40 73.08 12 to 14 1 7,549,581 0.6% 1.55 72.24 (greater than) =15 2 5,336,837 0.5% 1.33 76.68 -------------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ===============================================================================================
OWNERSHIP INTEREST --------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE MORTGAGE WTD. AVG. DATE LOAN- MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE OWNERSHIP INTEREST LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- Fee Simple 126 $1,115,973,974 94.4% 1.47x 72.82% Fee Simple in part and Leasehold in part 3 37,003,723 3.1 1.67 61.93 Leasehold 4 29,441,101 2.5 1.54 72.01 ------------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 133 $1,182,418,798 100.0% 1.48X 72.46% ===============================================================================================
ORIGINAL TERM TO MATURITY OR ARD: --------------------------------------------------------------------------------
RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF TERMS TO OF DATE MORTGAGE WTD. AVG. DATE LOAN- MATURITY/ MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- (less than) 120 43 $ 313,737,590 26.5% 1.55x 71.79% 120 66 814,147,132 68.9 1.46 72.43 (greater than) 120 6 54,534,076 4.6 1.31 76.71 ----------------------- -- -- -------------- ----- ---- ----- TOTAL/WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% =========================================================================================
REMAINING TERM TO MATURITY OR ARD: --------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF TERMS TO OF DATE MORTGAGE WTD. AVG. DATE LOAN- MATURITY/ MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE ARD (MOS.) LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- 54 to 83 35 $ 273,496,689 23.1% 1.56x 71.86% 84 to 107 8 40,240,901 3.4 1.49 71.37 108 to 119 61 741,787,132 62.7 1.48 71.96 120 to 177 11 126,894,076 10.7 1.33 77.01 --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ===============================================================================================
ORIGINAL AMORTIZATION TERM: --------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. ORIGINAL NUMBER CUT-OFF INITIAL CUT-OFF AMORTIZATION OF DATE MORTGAGE WTD. AVG. DATE LOAN- TERMS MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE (MONTHS) LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- Interest Only 3 $ 16,100,000 1.4% 1.77x 71.07% 120 to 240 2 11,650,297 1.0 1.24 69.75 241 to 300 17 163,604,422 13.8 1.59 66.33 301 to 360 93 991,064,079 83.8 1.46 73.52 ------------------- --- -------------- ----- ---- ----- TOTAL/WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ================================================================================================
REMAINING AMORTIZATION TERM: --------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF AMORTIZATION OF DATE MORTGAGE WTD. AVG. DATE LOAN- TERMS MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE (MONTHS) LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- Interest Only 3 $ 16,100,000 1.4% 1.77x 71.07% 120 to 240 2 11,650,297 1.0 1.24 69.75 241 to 300 17 163,604,422 13.8 1.59 66.33 301 to 360 93 991,064,079 83.8 1.46 73.52 ------------------- --- -------------- ----- ---- ----- TOTAL/WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ===============================================================================================
PREPAYMENT PROVISION TYPE: --------------------------------------
% OF NUMBER AGGREGATE INITIAL TYPE OF OF CUT-OFF DATE MORTGAGE WTD. AVG. WTD. AVG. PREPAYMENT MORTGAGE PRINCIPAL POOL UW NCF CUT-OFF DATE PROVISION LOANS BALANCE BALANCE DSCR LTV --------------------------------------------------------------------------------------------- LO/Defeasance 98 $1,043,418,798 88.2% 1.47x 71.81% LO/YM 16 82,000,000 6.9 1.48 77.79 LO/YM or Defeasance 1 57,000,000 4.8 1.61 76.72 ----------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ======================= === ============== ===== ====== =====
ACCRUAL TYPE: --------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE MORTGAGE WTD. AVG. DATE LOAN- MORTGAGE PRINCIPAL POOL U/W NCF TO-VALUE ACCRUAL TYPE LOANS BALANCE BALANCE DSCR RATIO ----------------------------------------------------------------------------------------------- Actual/360 Basis 114 $1,146,918,798 97.0% 1.49x 72.32% 30/360 Basis 1 35,500,000 3.0 1.24 76.84 -------------------- --- -------------- ----- ---- ----- TOTAL/WTD. AVG. 115 $1,182,418,798 100.0% 1.48X 72.46% ================================================================================================
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 13 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -------------------------------------------------------------------------------- PREPAYMENT RESTRICTIONS BASED ON OUTSTANDING PRINCIPAL BALANCE (1) (2):
----------------------------------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 60 72 84 96 108 120 ----------------------------------------------------------------------------------------------------------------------------------- Remaining Pool Balance(3) 100.00% 99.11% 97.88% 96.43% 94.90% 80.34% 74.05% 68.96% 67.10% 62.35% 3.71% Lockout 100.00% 93.61% 93.63% 4.49% 1.51% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance 0.00% 0.00% 0.00% 83.65% 86.63% 93.59% 93.17% 92.80% 92.74% 91.70% 100.00% Grtr 1% UPB or YM(4) 0.00% 0.00% 0.00% 4.92% 4.92% 5.72% 6.10% 6.43% 6.47% 6.82% 0.00% Yield Maintenance 0.00% 6.39% 6.37% 6.95% 6.94% 0.69% 0.73% 0.77% 0.78% 0.82% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.65% 0.00% -------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ===================================================================================================================================
(1) All numbers, unless otherwise noted, are as a percentage of the aggregate mortgage pool balance at the specified point in time (without regard to non-pooled portion of Pecanland Mall Mortgage loan). (2) Prepayment provision in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the mortgage loans (and assuming that each ARD Loan will be repaid in full on its anticipated repayment date). (3) Remaining aggregate mortgage pool balance as a percentage of the Initial Mortgage Pool Balance at the specified point in time (without regard to non-pooled portion of Pecanland Mall Mortgage loan). (4) Assumes the greater of YM or 1% penalty for one loan which also has the option to defease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 14 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 TOP TWENTY MORTGAGE LOANS/CROSSED GROUPS/RELATED LOAN GROUPS:
CUT-OFF DATE LOAN PRINCIPAL LOAN NAME / PROPERTY NAME SELLER PROPERTY TYPE BALANCE ------------------------------------------ ---------- ---------------------- --------------- 1) ARC Portfolio Related Loan Group(1) ARC Portfolio 10-6 CGM Mobile Home Park $ 37,839,210 ARC Portfolio 10-4 CGM Mobile Home Park 34,152,200 ARC Portfolio 5-1 CGM Mobile Home Park 24,654,246 2) Yorktown Center Wachovia Regional Mall 93,000,000 3) StorageMart Portfolio(2) Wachovia 75,000,000 StorageMart - Brooklyn, NY Self Storage 11,840,000 StorageMart - Secaucus, NJ Self Storage 8,760,000 StorageMart - Pompano Beach, FL Self Storage 6,960,000 StorageMart - Kansas City, MO Self Storage 6,760,000 (Wornall Road) StorageMart - Dania Beach, FL Self Storage 5,920,000 StorageMart - Miami, FL (NW 7th Self Storage 5,196,000 Street) StorageMart - Kansas City, MO Self Storage 4,512,000 (Prairie View) StorageMart - Overland Park, KS Self Storage 4,053,000 StorageMart - Miami, FL Self Storage 3,886,000 (SW 2nd Avenue) StorageMart - Lenexa, KS Self Storage 3,369,000 StorageMart - Kansas City, KS Self Storage 3,280,000 StorageMart - Lombard, IL Self Storage 3,240,000 StorageMart - Merriam, KS Self Storage 3,056,000 StorageMart - Kansas City, MO Self Storage 2,552,000 (North Main) StorageMart - Olathe, KS Self Storage 1,616,000 4) Pecanland Mall(3) CGM Regional Mall 62,322,215 5) Lake Shore Place Wachovia Office 57,000,000 6) Nashua Mall CGM Anchored Retail 35,500,000 7) Crossroads Center Portfolio(2) CGM 34,700,000 Crossroads Center Anchored Retail 26,960,000 Auburn Mile Shopping Center Anchored Retail 7,740,000 8) Waterfront Clematis CGM Mixed Use, Office 32,670,000 (76%)/Retail(24%) 9) 305 Madison CDCMC Office 28,355,938 10) DFS-Guam CDCMC Land, Fee Interest 26,864,655 ------------ SUBTOTAL/WTD. AVG. $542,058,462 ============ 11) Wildcat Self Storage Portfolio(2) CGM 23,397,503 Wildcat Self Storage - Kettering, OH Self Storage 4,321,832 Wildcat Self Storage - Norwood, OH Self Storage 4,046,625 Wildcat Self Storage - South Self Storage 3,977,079 Fairmount, OH Wildcat Self Storage - Deerfield, OH Self Storage 3,477,336 Wildcat Self Storage - Forest Park, OH Self Storage 3,389,906 Wildcat Self Storage - Huber Heights, Self Storage 2,295,042 OH Wildcat Self Storage - Blue Ash, OH Self Storage 1,889,684 12) Ocean Key Resort(4) Wachovia Hospitality, Full 23,067,933 Service 13) Hall Office Park CDCMC Office 21,914,934 14) Sheraton Suites CGM Hospitality, Full 20,941,941 Service 15) 400 Atlantic Avenue CGM Office 19,161,641 16) Victoria Mall CDCMC Regional Mall 18,786,388 17) Delray Bay Apartments Wachovia Multifamily 17,500,000 18) The Yards Plaza Wachovia Anchored Retail 17,460,861 19) Carmel Rancho Shopping Center CGM Anchored Retail 15,689,288 20) Cumberland Office Park Wachovia Office 15,000,000 ------------ SUBTOTAL/WTD. AVG. $192,920,487 ============ ------------------------------------------ ---------- ---- ------------ TOTAL/WTD. AVG. $734,978,949 ========================================== ========== ==== ============ % OF CUT-OFF CUT-OFF DATE INITIAL DATE PRINCIPAL MORTGAGE STATED LOAN-TO- BALANCE POOL REMAINING U/W NCF VALUE LOAN NAME / PROPERTY NAME PER SF/UNIT BALANCE TERM (MO.) DSCR RATIO ------------------------------------------ --------------- ---------- ------------ -------------- ----------- 1) ARC Portfolio Related Loan Group(1) ARC Portfolio 10-6 $ 24,960 3.2% 117 1.42x 79.76% ARC Portfolio 10-4 22,249 2.9 117 1.38 74.78 ARC Portfolio 5-1 16,177 2.1 57 1.46 67.21 2) Yorktown Center 150 7.9 119 1.96 58.13 3) StorageMart Portfolio(2) 65 6.3 59 1.48 78.02 StorageMart - Brooklyn, NY 207 1.0 StorageMart - Secaucus, NJ 92 0.7 StorageMart - Pompano Beach, FL 74 0.6 StorageMart - Kansas City, MO 78 0.6 (Wornall Road) StorageMart - Dania Beach, FL 68 0.5 StorageMart - Miami, FL (NW 7th 69 0.4 Street) StorageMart - Kansas City, MO (Prairie 49 0.4 View) StorageMart - Overland Park, KS 41 0.3 StorageMart - Miami, FL 109 0.3 (SW 2nd Avenue) StorageMart - Lenexa, KS 42 0.3 StorageMart - Kansas City, KS 53 0.3 StorageMart - Lombard, IL 39 0.3 StorageMart - Merriam, KS 46 0.3 StorageMart - Kansas City, MO 34 0.2 (North Main) StorageMart - Olathe, KS 26 0.1 4) Pecanland Mall(3) 179 5.3 69 1.73 65.60 5) Lake Shore Place 117 4.8 118 1.61 76.72 6) Nashua Mall 111 3.0 120 1.24 76.84 7) Crossroads Center Portfolio(2) 107 2.9 119 1.30 79.22 Crossroads Center 113 2.3 Auburn Mile Shopping Center 89 0.7 8) Waterfront Clematis 221 2.8 119 1.29 72.60 9) 305 Madison 134 2.4 113 1.36 75.62 10) DFS-Guam 365 2.3 115 1.55 72.61 ---- --- ----- ----- SUBTOTAL/WTD. AVG. 45.8% 101 1.55X 71.75% ==== === ======= ===== 11) Wildcat Self Storage Portfolio(2) 37 2.0 54 1.64 70.00 Wildcat Self Storage - Kettering, OH 48 0.4 Wildcat Self Storage - Norwood, OH 38 0.3 Wildcat Self Storage - South 42 0.3 Fairmount, OH Wildcat Self Storage - Deerfield, OH 38 0.3 Wildcat Self Storage - Forest Park, OH 32 0.3 Wildcat Self Storage - Huber Heights, 32 0.2 OH Wildcat Self Storage - Blue Ash, OH 27 0.2 12) Ocean Key Resort(4) 230,679 2.0 83 1.79 60.71 13) Hall Office Park 94 1.9 116 1.30 73.05 14) Sheraton Suites 74,526 1.8 118 1.44 63.46 15) 400 Atlantic Avenue 192 1.6 118 1.35 72.86 16) Victoria Mall 42 1.6 112 1.44 65.69 17) Delray Bay Apartments 105,422 1.5 120 1.56 78.48 18) The Yards Plaza 66 1.5 118 1.24 79.37 19) Carmel Rancho Shopping Center 137 1.3 116 1.25 78.84 20) Cumberland Office Park 105 1.3 118 1.34 74.44 ---- --- ------- ----- SUBTOTAL/WTD. AVG. 16.3% 105 1.45X 71.07% ==== === ======= ===== ------------------------------------------ -------- ---- --- ------- ----- TOTAL/WTD. AVG. 62.2% 102 1.53X 71.57% ========================================== ======== ==== === ======= =====
(1) The ARC Portfolio 10-6 mortgage loan, the ARC Portfolio 10-4 mortgage loan and the ARC Portfolio 5-1 mortgage loan are three (3) separate mortgage loans with affiliated borrowers and common sponsorship. None of these three (3) mortgage loans are cross-collateralized or cross-defaulted. (2) Cross-collateralized group of mortgage loans. (3) Except for debt service coverage information, statistical information with respect to the Pecanland Mall mortgage loan is presented without regard to the Non-Pooled Portion of that mortgage loan that supports the class PM certificates. (4) Unless indicated otherwise, all statistical information with respect to the Ocean Key Resort mortgage loan excludes the subordinate companion loan which is not included in the trust. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 15 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-6 -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 16 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-6 -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 17 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-6 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $37,839,210 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 3.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance and Acquisition SPONSOR Affordable Residential Communities Inc., a Maryland corporation, Affordable Residential Communities LP, a Delaware limited partnership OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.530% MATURITY DATE March 1, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 117/357 LOCKBOX In-Place Soft, Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes/Yes REPLACEMENT $6,317 ENGINEERING $201,175 ENVIRONMENTAL $6,250 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes/Yes REPLACEMENT $6,317 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $37,839,210 CUT-OFF DATE PRINCIPAL BALANCE/PAD $24,960 CUT-OFF DATE LTV RATIO 79.8% MATURITY DATE LTV RATIO 66.9% UW NCF DSCR 1.42x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 7 LOCATION Various, Various PROPERTY TYPE Mobile Home Park SIZE (PADS) 1,516 OCCUPANCY % AS OF SEPTEMBER 30 AND OCTOBER 3, 2003 93.7% YEAR BUILT/YEAR RENOVATED Various/Various APPRAISED VALUE $47,440,000 PROPERTY MANAGEMENT ARC Management Services, Inc. UW ECONOMIC OCCUPANCY % 93.0% UW REVENUES $6,198,414 UW EXPENSES $2,442,706 UW NET OPERATING INCOME (NOI) $3,755,708 UW NET CASH FLOW (NCF) $3,679,908 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 18 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-6 --------------------------------------------------------------------------------
-------------------------------------------------------------------------------------- ARC POOL 10-6 -------------------------------------------------------------------------------------- CUT-OFF DATE ALLOCATED LOAN YEAR BUILT/ PROPERTY NAME PROPERTY LOCATION BALANCE YEAR RENOVATED -------------------------------------------------------------------------------------- Sunshine City Plantation, FL $10,129,805 1972/NAP Country Club Mobile Estates Salt Lake City, UT 9,930,400 1966/NAP Windsor Mobile Estates West Valley City, UT 7,736,938 1986/1994 Big Country Estates Cheyenne, WY 4,546,448 1979/NAP Harper Woods MHP Lawrence, KS 2,352,986 1966/NAP The Vineyards Clifton, CO 1,834,532 1966/NAP Rockview Heights Arnold, MO 1,308,101 1968/NAP ----------- TOTAL/WTD. AVG. $37,839,210 =========== -------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- CUT-OFF OCCUPANCY % DATE PRINCIPAL (AS OF UNDERWRITTEN NUMBER OF BALANCE SEPT. 30 AND NET CASH AVERAGE PROPERTY NAME PADS PER PAD OCT. 3, 2003) FLOW RENT ------------------------------------------------------------------------------------------------- Sunshine City 350 $28,942 92.0% $ 983,906 $433 Country Club Mobile Estates 323 30,744 99.7% 987,628 355 Windsor Mobile Estates 249 31,072 96.4% 741,989 344 Big Country Estates 251 18,113 93.2% 448,631 228 Harper Woods MHP 142 16,570 88.0% 239,268 255 The Vineyards 98 18,720 87.8% 171,894 245 Rockview Heights 103 12,700 89.3% 106,593 243 --- ---------- TOTAL/WTD. AVG. 1,516 $24,960 93.7% $3,679,908 $327 ===== ========== -------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 19 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-6 -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "ARC Portfolio 10-6 Mortgage Loan") is secured by first mortgages encumbering seven mobile home park properties located in Florida (1 property), Utah (2 properties), Wyoming (1 property), Kansas (1 property), Colorado (1 property), and Missouri (1 property). Six of the seven mobile home parks were refinanced with the loan proceeds, while one was acquired. ARC Portfolio 10-6 Mortgage Loan represents approximately 3.2% of the Initial Mortgage Pool Balance. The ARC Portfolio 10-6 Mortgage Loan was originated on February 18, 2004 and has an aggregate principal balance as of the cut-off date of $37,839,210. The ARC Portfolio 10-6 Mortgage Loan has a remaining term of 117 months and matures on March 1, 2014. The ARC Portfolio 10-6 Mortgage Loan may be prepaid on or after January 1, 2014, and permits defeasance with United States government obligations beginning two years after the issue date. The ARC Portfolio 10-6 Mortgage Loan is not cross-collateralized or cross-defaulted with either of the ARC Portfolio 10-4 Mortgage Loan or the ARC Portfolio 5-1 Mortgage Loan. The borrowers under the ARC Portfolio 10-6 Mortgage Loan, the ARC Portfolio 10-4 Mortgage Loan and the ARC Portfolio 5-1 Mortgage Loan have a common sponsor. o THE BORROWER. The borrower is ARC Communities 13 LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the ARC Portfolio 10-6 Mortgage Loan. The sponsors of the borrower are Affordable Residential Communities, Inc., a Maryland corporation ("ARC"), and Affordable Residential Communities LP, a Delaware limited partnership. Founded in 1995, ARC is a publicly held, self-administered and self-managed equity real estate investment trust that acquires, redevelops, repositions and operates manufactured housing communities. In February 2004, in conjunction with its initial public offering, ARC acquired approximately 90 manufactured housing communities from Hometown America, making ARC one of the largest manufactured home community operators in the U.S. o THE PROPERTY. The mortgaged real properties consist of seven mobile home parks. As of October 3, 2003, the weighted average occupancy rate for the mortgaged real properties securing the ARC Portfolio 10-6 Mortgage Loan was approximately 93.7%. Each mortgaged real property has individual asphalt paved driveways and separate electric meters for each pad. As of the closing of the ARC Portfolio 10-6 Mortgage Loan, 113 pads are master leased to ARC Housing LLC or its affiliates, which are subsidiaries of ARC, under one or more master leases. The master lease(s) provide for base rent to be payable for each pad leased thereunder in the event (a) such pad is subleased to a third party or (b) the related manufactured housing community is more than 97% leased. Any base rents payable under the master lease for any master leased pad are to be no less than the greater of the subrental rate for the pad collected by ARC Housing LLC (or its affiliated master lessee) or the market rate for pad rentals in the community. o LOCK BOX ACCOUNT. At any time during the term of the ARC Pool 10-6 Mortgage Loan, upon the occurrence of an event of default under the applicable loan documents, the borrower is required, upon the request of the lender, to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender-designated lock box account. o RELEASE OF PARCELS. The loan documents permit the partial release of up to two (2) individual properties following the initial lockout period under the loan documents, provided that certain conditions precedent set forth in the loan documents are satisfied, including, among other things: (i) the completion of a partial defeasance of a portion of the loan equal to 125% of the allocated loan amount for the property or properties being released; and (ii) the remaining properties must meet certain financial tests, including debt service coverage ratio and loan-to-value ratio tests. o MANAGEMENT. ARC Management Services, Inc., an affiliate of the borrower, is the property manager for the mortgaged real properties securing the ARC Pool 10-6 Mortgage Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 20 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 21 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-4 -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 22 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-4 -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 23 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-4 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $34,152,200 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance and Acquisition SPONSOR Affordable Residential Communities Inc., a Maryland corporation, Affordable Residential Communities LP, a Delaware limited partnership OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.530% MATURITY DATE March 1, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 117/357 LOCKBOX In-Place Soft, Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes/Yes REPLACEMENT $6,396 ENGINEERING $108,294 ENVIRONMENTAL $18,750 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes/Yes REPLACEMENT $6,396 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $34,152,200 CUT-OFF DATE PRINCIPAL BALANCE/PAD $22,249 CUT-OFF DATE LTV RATIO 74.8% MATURITY DATE LTV RATIO 62.7% UW NCF DSCR 1.38x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 7 LOCATION Various, Various PROPERTY TYPE Mobile Home Park SIZE (PADS) 1,535 OCCUPANCY % AS OF SEPTEMBER 30, 2003 93.2% YEAR BUILT/YEAR RENOVATED Various/NAP APPRAISED VALUE $45,670,000 PROPERTY MANAGEMENT ARC Management Services, Inc. UW ECONOMIC OCCUPANCY % 93.1% UW REVENUES $5,733,475 UW EXPENSES $2,425,883 UW NET OPERATING INCOME (NOI) $3,307,592 UW NET CASH FLOW (NCF) $3,230,842 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 24 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-4 --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ ARC POOL 10-4 ------------------------------------------------------------------------------------------------------------------------------------ CUT-OFF DATE OCCUPANCY % CUT-OFF DATE PRINCIPAL (AS OF UNDERWRITTEN ALLOCATED LOAN YEAR BUILT/ NUMBER OF BALANCE SEPTEMBER NET CASH AVERAGE PROPERTY NAME PROPERTY LOCATION BALANCE YEAR RENOVATED PADS PER PAD 30, 2003) FLOW RENT ------------------------------------------------------------------------------------------------------------------------------------ The Meadows Aurora, CO $11,665,739 1965/NAP 303 $38,501 96.4% $1,122,537 $434 Foxhall Village Raleigh, NC 7,291,087 1982/NAP 315 23,146 91.1% 657,961 295 New Twin Lakes Bloomingburg, NY 7,029,356 1972 & 1981/NAP 257 27,352 96.5% 595,815 448 Sundown Clearfield, UT 3,552,068 1970/NAP 200 17,760 91.5% 350,249 271 Meadowood Topeka, KS 3,028,605 1977/NAP 250 12,114 90.4% 308,061 201 Blue Valley Manhattan, KS 927,277 1952 & 1969/NAP 148 6,265 93.9% 125,558 160 Connie Jean Jacksonville, FL 658,067 1984/NAP 62 10,614 88.7% 70,661 181 ----------- --- ------- ---------- TOTAL/WTD. AVG. $34,152,200 1,535 $22,249 93.2% $3,230,842 $314 =========== ===== ======= ========== ------------------------------------------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 25 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 10-4 -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "ARC Portfolio 10-4 Mortgage Loan") is secured by first mortgages encumbering seven mobile home park properties located in Colorado (1 property), North Carolina (1 property), New York (1 property), Utah (1 property), Kansas (2 properties), and Florida (1 property). Six of the seven mobile home parks were refinanced with the loan proceeds, while one was acquired. The ARC Portfolio 10-4 Mortgage Loan represents approximately 2.9% of the Initial Mortgage Pool Balance. The ARC Portfolio 10-4 Mortgage Loan was originated on February 18, 2004 and has an aggregate principal balance as of the cut-off date of $34,152,200. The ARC Portfolio 10-4 Mortgage Loan has a remaining term of 117 months and matures on March 1, 2014. The ARC Portfolio 10-4 Mortgage Loan may be prepaid on or after January 1, 2014, and permits defeasance with United States government obligations beginning two years after the issue date. The ARC Portfolio 10-4 Mortgage Loan is not cross-collateralized or cross-defaulted with either of the ARC Portfolio 10-6 Mortgage Loan or the ARC Portfolio 5-1 Mortgage Loan. The borrowers under the ARC Portfolio 10-4 Mortgage Loan, the ARC Portfolio 10-6 Mortgage Loan and the ARC Portfolio 5-1 Mortgage Loan have a common sponsor. o THE BORROWER. The borrower is ARC Communities 11 LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the ARC Portfolio 10-4 Mortgage Loan. The sponsors of the borrower are Affordable Residential Communities, Inc., a Maryland corporation ("ARC"), and Affordable Residential Communities LP, a Delaware limited partnership. Founded in 1995, ARC is a publicly held, self-administered and self-managed equity real estate investment trust that acquires, redevelops, repositions and operates manufactured housing communities. In February 2004, in conjunction with its initial public offering, ARC acquired approximately 90 manufactured housing communities from Hometown America, making ARC one of the largest manufactured home community operators in the U.S. o THE PROPERTY. The mortgaged real properties consist of seven mobile home parks. As of September 30, 2003, the weighted average occupancy rate for the mortgaged real properties securing the ARC Portfolio 10-4 Mortgage Loan was approximately 93.2%. Each mortgaged real property has individual asphalt paved driveways and separate electric meters for each pad. As of the closing of the ARC Portfolio 10-4 Mortgage Loan, 164 pads are master leased to ARC Housing LLC or its affiliates, which are subsidiaries of ARC, under one or more master leases. The master lease(s) provide for base rent to be payable for each pad leased thereunder in the event (a) such pad is subleased to a third party or (b) the related manufactured housing community is more than 97% leased. Any base rents payable under the master lease for any master leased pad are to be no less than the greater or the subrental rate for the pad collected by ARC Housing LLC (or its affiliated master lease) or the market rate for pad rentals in the community. o LOCK BOX ACCOUNT. At any time during the term of the ARC Pool 10-4 Mortgage Loan, upon the occurrence of an event of default under the applicable loan documents, the borrower is required, upon the request of the lender, to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender-designated lock box account. o RELEASE OF PARCELS. The loan documents permit the partial release of up to two (2) individual properties following the initial lockout period under the loan documents, provided that certain conditions precedent set forth in the loan documents are satisfied, including, among other things: (i) the completion of a partial defeasance of a portion of the loan equal to 125% of the allocated loan amount for the property or properties being released; and (ii) the remaining properties must meet certain financial tests, including debt service coverage ratio and loan-to-value ratio tests. o MANAGEMENT. ARC Management Services, Inc., an affiliate of the borrower, is the property manager for the mortgaged real properties securing the ARC Pool 10-4 Mortgage Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 26 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 27 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 5-1 -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 28 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 5-1 -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 29 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 5-1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $24,654,246 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance and Acquisition SPONSOR Affordable Residential Communities Inc., a Maryland corporation, Affordable Residential Communities LP, a Delaware limited partnership OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.050% MATURITY DATE March 1, 2009 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 60 / 360 REMAINING TERM / AMORTIZATION 57 / 357 LOCKBOX In-Place Soft, Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $6,350 ENGINEERING $658,416 ENVIRONMENTAL $313 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $6,350 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $24,654,246 CUT-OFF DATE PRINCIPAL BALANCE/PAD $16,177 CUT-OFF DATE LTV RATIO 67.2% MATURITY DATE LTV RATIO 62.2% UW NCF DSCR 1.46x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 7 LOCATION Various, Various PROPERTY TYPE Mobile Home Park SIZE (PADS) 1,524 OCCUPANCY % AS OF SEPTEMBER 30, 2003 86.6% YEAR BUILT / YEAR RENOVATED Various / NAP APPRAISED VALUE $36,685,000 PROPERTY MANAGEMENT ARC Management Services, Inc. UW ECONOMIC OCCUPANCY % 86.8% UW REVENUES $5,209,637 UW EXPENSES $2,794,680 UW NET OPERATING INCOME (NOI) $2,414,957 UW NET CASH FLOW (NCF) $2,338,757 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 30 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 5-1 --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ ARC POOL 5-1 ------------------------------------------------------------------------------------------------------------------------------------ CUT-OFF DATE OCCUPANCY % CUT-OFF DATE YEAR PRINCIPAL (AS OF UNDERWRITTEN ALLOCATED BUILT/YEAR NUMBER BALANCE SEPTEMBER 30, NET CASH AVERAGE PROPERTY NAME PROPERTY LOCATION LOAN BALANCE RENOVATED OF PADS PER PAD 2003) FLOW RENT ------------------------------------------------------------------------------------------------------------------------------------ Countryside Village Jacksonville Jacksonville, FL $12,634,587 1973/NAP 643 $19,649 86.5% $1,240,925 $320 Parkview Estates San Jacinto, CA 3,494,673 1986/NAP 200 17,473 87.0% 223,280 291 Falcon Farms Port Byron, IL 3,477,872 1973/NAP 215 16,176 90.7% 415,741 247 Forest Park Queensbury, NY 2,419,389 1971/NAP 183 13,221 88.0% 183,837 284 Green Valley Village Casper, WY 1,142,489 1976/NAP 106 10,778 84.0% 103,243 198 Pleasant Grove Fuquay Varina, NC 840,066 1972/NAP 72 11,668 86.1% 103,963 225 Rose Country Estates Tyler, TX 645,170 1970/NAP 105 6,144 79.1% 67,767 207 ----------- --- ---------- TOTAL/WTD. AVG. $24,654,246 1,524 $16,177 86.6% $2,338,757 $281 =========== ===== ========== ------------------------------------------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 31 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- ARC PORTFOLIO 5-1 -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "ARC Portfolio 5-1 Mortgage Loan") is secured by first mortgages encumbering seven mobile home park properties located in Florida (1 property), California (1 property), Illinois (1 property), New York (1 property), Wyoming (1 property), North Carolina (1 property), and Texas (1 property). The ARC Portfolio 5-1 Mortgage Loan represents approximately 2.1% of the Initial Mortgage Pool Balance. Five of the seven properties were refinanced with the loan proceeds, while two were acquired. The ARC Portfolio 5-1 Mortgage Loan was originated on February 18, 2004 and has an aggregate principal balance as of the cut-off date of $24,654,246. The ARC Portfolio 5-1 Mortgage Loan has a remaining term of 57 months and matures on March 1, 2009. The ARC Portfolio 5-1 Mortgage Loan may be prepaid on or after January 1, 2009, and permits defeasance with United States government obligations beginning two years after the issue date. The ARC Portfolio 5-1 Mortgage Loan is not cross-collateralized or cross-defaulted with either of the ARC Portfolio 10-6 Mortgage Loan or the ARC Portfolio 10-4 Mortgage Loan. The borrowers under the ARC Portfolio 5-1 Mortgage Loan, the ARC Portfolio 10-6 Mortgage Loan and the ARC Portfolio 10-4 Mortgage Loan have a common sponsor. o THE BORROWER. The borrowers are ARC Communities 14 LLC and ARC14FLCV LLC, a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the ARC Portfolio 5-1 Mortgage Loan. The sponsors of the borrower are Affordable Residential Communities, Inc., a Maryland corporation ("ARC"), and Affordable Residential Communities LP, a Delaware limited partnership. Founded in 1995, ARC is a publicly held, self-administered and self-managed equity real estate investment trust that acquires, redevelops, repositions and operates manufactured housing communities. In February 2004, in conjunction with its initial public offering, ARC acquired approximately 90 manufactured housing communities from Hometown America, making ARC one of the largest manufactured home community operators in the U.S. o THE PROPERTY. The mortgaged real properties consist of seven mobile home parks. As of September 30, 2003, the weighted average occupancy rate for the mortgaged real properties securing the ARC Portfolio 5-1 Mortgage Loan was approximately 86.6%. Each mortgaged real property has individual asphalt paved driveways and separate electric meters for each pad. As of the closing of the ARC Portfolio 5-1 Mortgage Loan, 173 pads are master leased to ARC Housing LLC or its affiliates, which are subsidiaries of ARC, under one or more master leases. The master lease(s) provide for base rent to be payable for each pad leased thereunder in the event (a) such pad is subleased to a third party or (b) the related manufactured housing community is more than 97% leased. Any base rents payable under the master lease for any master leased pad are to be no less than the greater of the subrental rate for the pad collected by ARC Housing LLC (or its affiliated master lessee) or the market rate for pad rentals in the community. o LOCK BOX ACCOUNT. At any time during the term of the ARC Pool 5-1 Mortgage Loan, upon the occurrence of an event of default under the applicable loan documents, the borrower is required, upon the request of the lender, to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender-designated lock box acount. o RELEASE OF PARCELS. The loan documents permit the partial release of up to two (2) individual properties following the initial lockout period under the loan documents, provided that certain conditions precedent set forth in the loan documents are satisfied, including, among other things: (i) the completion of a partial defeasance of a portion of the loan equal to 125% of the allocated loan amount for the property or properties being released; and (ii) the remaining properties must meet certain financial tests, including debt service coverage ratio and loan-to-value ratio tests. o MANAGEMENT. ARC Management Services, Inc., an affiliate of the borrower, is the property manager for the mortgaged real properties securing the ARC Pool 5-1 Mortgage Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 32 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 33 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- YORKTOWN CENTER -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 34 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- YORKTOWN CENTER -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 35 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- YORKTOWN CENTER -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $93,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 7.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Yorktown Joint Venture OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.630% MATURITY DATE May 11, 2014 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 119 / 360 LOCKBOX In-Place Soft UP-FRONT RESERVES TAX/INSURANCE Yes / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / No REPLACEMENT $8,566 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $93,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $150 CUT-OFF DATE LTV RATIO 58.1% MATURITY DATE LTV RATIO 48.5% UW NCF DSCR 1.96x LOAN SHADOW RATING (MOODY'S/S&P)(1) Baa3/BBB- -------------------------------------------------------------------------------- (1) S&P and Moody's have confirmed that the Yorktown Center Mortgage Loan has, in the context of its inclusion in the trust, the credit characteristics consistent with that of an investment-grade rated obligation. -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 1 LOCATION Lombard, IL PROPERTY TYPE Regional Mall SIZE (SF) 619,283 OCCUPANCY % AS OF MARCH 29, 2004 83.0% YEAR BUILT / YEAR RENOVATED 1968 / 1994 APPRAISED VALUE $160,000,000 PROPERTY MANAGEMENT Long/Pehrson Associates, L.L.C. UW ECONOMIC OCCUPANCY % 86.5% UW REVENUES $18,633,136 UW EXPENSES $ 6,887,924 UW NET OPERATING INCOME (NOI) $11,745,212 UW NET CASH FLOW (NCF) $11,257,540 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 36 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- YORKTOWN CENTER --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ % OF TOTAL NET NET % OF DATE OF RATINGS RENTABLE RENTABLE RENT ACTUAL ACTUAL LEASE TENANT MOODY'S/S&P/FITCH(1) AREA (SF) AREA PSF RENT RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Anchor Tenants -- Anchor Owned JCPenney Ba3/BB+/BB 239,000 ANCHOR OWNED -- NOT PART OF COLLATERAL Carson Pirie Scott Ba3/BB/BB- 218,000 ANCHOR OWNED -- NOT PART OF COLLATERAL Von Maur NR/NR/NR 210,000 ANCHOR OWNED -- NOT PART OF COLLATERAL ------- Total Anchor Owned 667,000 Top 5 Tenants Yorktown Cinema 18 NR/NR/NR 78,485 12.7% $ 10.38 $ 814,674 8.0% 1/31/18 Carson Pirie Scott Furniture Ba3/BB/BB- 45,708 7.4 $ 7.18 328,183 3.2 6/30/08 Big Idea Productions NR/NR/NR 27,217 4.4 $ 1.09 29,667 0.3 MTM Sam Goody NR/NR/NR 12,486 2.0 $ 20.58 256,962 2.5 1/31/06 The Limited Baa1/BBB+/NR 11,070 1.8 $ 22.00 243,540 2.4 1/31/07 ------- -------- ------------ ----- Total Top 5 Tenants 174,966 28.3% $ 9.56 $ 1,673,026 16.3% Non-Major Tenants 338,753 54.7% $ 25.29 $ 8,567,467 83.7% Occupied Collateral Total 513,719 83.0% $ 19.93 $ 10,240,494 100.0% Vacant Space 105,564 17.0% ------- -------- COLLATERAL TOTAL 619,283 100.0% PROPERTY TOTAL 1,286,283 ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE ------------------------------------------------------------------------------------------------------------------ # OF WA BASE CUMULATIVE CUMMULATIVE ROLLING RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL % OF ACTUAL YEAR LEASES ROLLING ROLLING(2) SF ROLLING(2) ROLLING(2) RENT ROLLING RENT ROLLING ------------------------------------------------------------------------------------------------------------------ 2004 25 $20.52 52,781 10.3% 10.3% 10.6% 10.6% 2005 21 $19.55 70,179 13.7% 23.9% 13.4% 24.0% 2006 14 $29.76 40,537 7.9% 31.8% 11.8% 35.8% 2007 10 $25.56 40,592 7.9% 39.7% 10.1% 45.9% 2008 14 $16.73 77,246 15.0% 54.8% 12.6% 58.5% 2009 14 $23.82 40,304 7.8% 62.6% 9.4% 67.9% 2010 5 $45.89 6,940 1.4% 64.0% 3.1% 71.0% 2011 10 $35.97 30,176 5.9% 69.8% 10.6% 81.6% 2012 3 $18.44 9,446 1.8% 71.7% 1.7% 83.3% 2013 5 $29.82 20,412 4.0% 75.6% 5.9% 89.2% 2014 5 $24.69 10,459 2.0% 77.7% 2.5% 91.8% ------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 37 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- YORKTOWN CENTER -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Yorktown Center Mortgage Loan") is secured by a first mortgage encumbering a regional mall located in Lombard, Illinois. The Yorktown Center Mortgage Loan represents approximately 7.9% of the Initial Mortgage Pool Balance. The Yorktown Center Mortgage Loan was originated on April 29, 2004, and has a principal balance as of the cut-off date of $93,000,000. The Yorktown Center Mortgage Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. The Yorktown Center Mortgage Loan has a remaining term of 119 months and matures on May 11, 2014. The Yorktown Center Mortgage Loan may be prepaid on or after February 11, 2014, and permits defeasance with United States government obligations beginning three years after the loan closing date. o THE BORROWER. The borrower is Yorktown Holdings LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Yorktown Center Mortgage Loan. The sponsor of the borrower is Yorktown Joint Venture, whose principals are the Long/Pehrson and Rogers/Wilder families and The Wilder Companies. The Long/Pehrson and Rogers/Wilder families originally developed the mortgaged real property. o THE PROPERTY. The mortgaged real property is approximately 619,283 square feet of an approximately 1,286,283 square foot regional mall and an adjacent community center situated on approximately 59.5 acres. The mortgaged real property was constructed in 1968 and expanded and renovated in 1985 and 1994. The mortgaged real property is located in Lombard, Illinois, within the Chicago-Naperville-Joliet, Illinois-Indiana-Wisconsin metropolitan statistical area. As of March 29, 2004, the overall occupancy rate for the mortgaged real property securing the Yorktown Center Mortgage Loan was approximately 83.0%. The anchor tenants at the mortgaged real property are J.C. Penney Company, Inc., Carson Pirie Scott, a subsidiary of Saks Incorporated, and Von Maur. Each anchor tenant owns its respective land and improvements, which are not part of the collateral. In addition, Montgomery Ward previously operated as an anchor store at the mortgaged real property in a currently vacant anchor space. While this space is not part of the collateral, an affiliate of the borrower has acquired the land and improvements previously occupied by Montgomery Ward and intends to construct an approximately 300,000 square foot outdoor specialty center. The largest tenant that is part of the mortgaged real property is Yorktown Cinema 18 ("Yorktown Cinema 18"), occupying 78,485 square feet, or approximately 12.7%, of the net rentable area. Yorktown Cinema 18 is operated by General Cinema, a subsidiary of AMC Entertainment, Inc., which is one of the largest movie theater chains in the United States. The Yorktown Cinema 18 lease expires in January 2018. The second largest tenant that is part of the mortgaged real property is Carson Pirie Scott Furniture ("Carson Pirie Scott Furniture"), occupying 45,708 square feet, or approximately 7.4% of the net rentable area. Carson Pirie Scott Furniture, a subsidiary of Saks Incorporated, offers furniture for various home settings and budgets, including custom orders, mattresses, and a design studio staffed with professional interior designers. As of May 13, 2004, Saks Incorporated was rated "Ba3" (Moody's), "BB" (S&P) and "BB-" (Fitch). The Carson Pirie Scott Furniture lease expires in June 2008. The third largest tenant that is part of the mortgaged real property is Big Idea Productions ("Big Idea Productions"), occupying 27,217 square feet, or approximately 4.4%, of the net rentable area. Big Idea Productions produces the VeggieTales children's video series and provides family media content for national distribution. The Big Idea Productions lease is currently month-to-month. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a borrower-designated lock box account. At any time during the term of the Yorktown Center Mortgage Loan, (i) if the debt service coverage ratio, as computed by the lender, is less than 1.25:1 or (ii) upon the occurrence of an event of default under the loan documents, the borrower is required to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender-designated lock box account. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 38 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- YORKTOWN CENTER -------------------------------------------------------------------------------- o RELEASE OF PARCELS. The borrower may obtain the release of certain non-improved, non-income producing property upon the satisfaction of certain conditions, including, without limitation: (i) the borrower providing evidence that the proposed use of the released property will be consistent with the use of the mortgaged real property or, if not consistent, the proposed use will not have a material adverse effect on the mortgaged real property, and (ii) no event of default has occurred and is continuing. o MANAGEMENT. Long/Pehrson Associates, L.L.C., an affiliate of the sponsor, is the property manager for the mortgaged real property securing the Yorktown Center Mortgage Loan. Long/Pehrson Associates, L.L.C. and its affiliates have provided owner-related management services at the mortgaged real property since its construction. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 39 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STORAGEMART PORTFOLIO -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 40 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STORAGEMART PORTFOLIO -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 41 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STORAGEMART PORTFOLIO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $75,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 6.3% NUMBER OF MORTGAGE LOANS 15 LOAN PURPOSE Refinance SPONSOR Warburg-Storagemart Partners, L.P. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.382% ANTICIPATED REPAYMENT DATE May 11, 2009 AMORTIZATION TYPE Partial IO/ARD INTEREST ONLY PERIOD 12 ORIGINAL TERM / AMORTIZATION 60 / 360 REMAINING TERM / AMORTIZATION 59 / 360 LOCKBOX Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / No REPLACEMENT $9,529 PERFORMANCE(1) $3,500,000 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes / No REPLACEMENT $1,992 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $75,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $65 CUT-OFF DATE LTV RATIO 78.0% MATURITY DATE LTV RATIO 72.7% UW NCF DSCR 1.48x -------------------------------------------------------------------------------- (1) Upfront performance escrow may be released when the gross revenue from all 15 properties for the trailing consecutive 3 calendar months, excluding any truck rental income, equals or exceeds $10,900,000. -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 15 LOCATION Various PROPERTY TYPE Self Storage SIZE (SF) 1,152,766 OCCUPANCY % AS OF FEBRUARY 29 AND MARCH 1, 2004 71.5% YEAR BUILT / YEAR RENOVATED Various/Various APPRAISED VALUE $96,130,000 PROPERTY MANAGEMENT Self-Managed UW ECONOMIC OCCUPANCY % 78.6% UW REVENUES $12,087,301 UW EXPENSES $5,249,907 UW NET OPERATING INCOME (NOI) $6,837,394 UW NET CASH FLOW (NCF) $6,643,953 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 42 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STORAGEMART PORTFOLIO --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ STORAGEMART PORTFOLIO SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ OCCUPANCY % CUT-OFF (AS OF CUT-OFF DATE FEBRUARY 29 DATE BALANCE AND APPRAISED PRINCIPAL YEAR BUILT/ TOTAL PRINCIPAL MARCH 1, UNDERWRITTEN APPRAISED VALUE PROPERTY NAME BALANCE YEAR RENOVATED SF PER SF 2004) NET CASH FLOW VALUE PSF ------------------------------------------------------------------------------------------------------------------------------------ StorageMart -- Brooklyn, NY $ 11,840,000 1901/2001 57,121 $ 207 96.0% $ 1,109,959 $ 14,800,000 $ 259 StorageMart -- Secaucus, NJ 8,760,000 2001/NAP 94,939 $ 92 50.9% 634,842 11,000,000 $ 116 StorageMart -- Pompano Beach, FL 6,960,000 1979/2002 93,880 $ 74 86.4% 674,980 8,700,000 $ 93 StorageMart -- Kansas City, MO (Wornall Road) 6,760,000 1950 & 2001/NAP 86,503 $ 78 69.8% 617,204 8,450,000 $ 98 StorageMart -- Dania Beach, FL 5,920,000 2000/NAP 86,904 $ 68 71.4% 611,290 7,400,000 $ 85 StorageMart -- Miami, FL (NW 7th Street) 5,196,000 2001/NAP 75,250 $ 69 52.2% 429,543 7,000,000 $ 93 StorageMart -- Kansas City, MO (Prairie View) 4,512,000 1997 & 2001/NAP 91,635 $ 49 86.1% 398,969 5,640,000 $ 62 StorageMart -- Overland Park, KS 4,053,000 2001/NAP 98,675 $ 41 66.6% 384,872 5,460,000 $ 55 StorageMart -- Miami, FL (SW 2nd Avenue) 3,886,000 2002/NAP 35,794 $ 109 71.9% 294,850 5,900,000 $ 165 StorageMart -- Lenexa, KS 3,369,000 2001/NAP 80,920 $ 42 42.0% 242,821 4,530,000 $ 56 StorageMart -- Kansas City, KS 3,280,000 1998/NAP 61,995 $ 53 96.7% 320,256 4,170,000 $ 67 StorageMart -- Lombard, IL 3,240,000 1969/2002 83,550 $ 39 55.2% 262,981 4,050,000 $ 48 StorageMart -- Merriam, KS 3,056,000 1997/NAP 66,215 $ 46 86.1% 294,083 3,820,000 $ 58 StorageMart -- Kansas City, MO (North Main) 2,552,000 1997 & 2000/NAP 76,085 $ 34 79.5% 194,771 3,190,000 $ 42 StorageMart -- Olathe, KS 1,616,000 1995/NAP 63,300 $ 26 81.2% 172,532 2,020,000 $ 32 ------------ ------ ----- ----------- ------------ $ 75,000,000 1,152,766 $ 65 71.6% $ 6,643,953 $ 96,130,000 $ 83 ------------------------------------------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 43 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- STORAGEMART PORTFOLIO -------------------------------------------------------------------------------- o THE LOAN. The 15 mortgage loans (the "StorageMart Portfolio Mortgage Loans") are secured by first mortgages encumbering 15 self-storage properties located in Florida (4 properties), Illinois (1 property), Kansas (5 properties), Missouri (3 properties), New Jersey (1 property) and New York (1 property). The StorageMart Portfolio Mortgage Loans represent approximately 6.3% of the Initial Mortgage Pool Balance. The StorageMart Portfolio Mortgage Loans were originated on May 5, 2004, and have a principal balance as of the cut-off date of $75,000,000. Each StorageMart Portfolio Mortgage Loan is cross-collateralized and cross-defaulted with the other StorageMart Portfolio Mortgage Loans. Each StorageMart Portfolio Mortgage Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. Each StorageMart Portfolio Mortgage Loan has a remaining term of 59 months to its anticipated repayment date of May 11, 2009. Each StorageMart Portfolio Mortgage Loan may be prepaid with the payment of a yield maintenance charge on or after June 11, 2005, and may be prepaid without penalty or premium on or after March 11, 2009. o THE BORROWER. The borrower for 14 of the StorageMart Portfolio Mortgage Loans is WSMP-MW-EAST, L.P. and the borrower for the remaining StorageMart Portfolio Mortgage Loan--StorageMart--Pompano Beach, FL--is Storage Mart II, L.L.C. Legal counsel to each borrower delivered a non-consolidation opinion in connection with the origination of the StorageMart Portfolio Mortgage Loans. The sponsor of all the borrowers is Warburg-Storagemart Partners, L.P., an affiliate of StorageMart Partners, L.L.C. ("StorageMart"). StorageMart has ownership and/or management interests in approximately 3.0 million square feet of self-storage space, representing approximately 40 self-storage facilities in 10 states. o THE PROPERTIES. The mortgaged real properties consist of 15 self-storage facilities containing, in the aggregate, approximately 1,152,766 square feet of net rentable area. Each mortgaged real property contains regular storage and/or climate controlled units which are secured by a computerized access system. Each mortgaged real property also contains a modern retail/office area offering various storage and packing supplies. As of March 1, 2004, the aggregate occupancy rate for the mortgaged real properties securing the StorageMart Portfolio Mortgage Loans was approximately 71.5%. o LOCK BOX ACCOUNT. At any time during the term of the StorageMart Portfolio Mortgage Loans, (i) if the debt service coverage ratio for the StorageMart Portfolio Mortgage Loans, as computed by the lender, is less than 1.15:1 for a consecutive 12-month period, (ii) upon the occurrence of an event of default under the loan documents or (iii) upon the anticipated repayment date, the borrower is required to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender-designated lock box account. o HYPER-AMORTIZATION. Commencing on the anticipated repayment date of May 11, 2009, if the StorageMart Portfolio Mortgage Loans are not paid in full, the StorageMart Portfolio Mortgage Loans enter into a hyper-amortization period through May 11, 2014. The interest rate applicable to each StorageMart Portfolio Mortgage Loan during such hyper-amortization period will increase to the greater of 3.0% over the mortgage rate or 3.0% over the treasury rate specified in the loan documents. A brief discussion of the hyper-amortization feature is contained in the prospectus supplement under "Description of the Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans--ARD Loans" in the prospectus supplement. o SUBSTITUTION AND RELEASE OF COLLATERAL. The mortgaged real properties can be substituted and released as described under "Description of the Mortgage Pool--Cross-Collateralized Mortgage Loan Groups and Multiple Property Loans--Mortgage Loans Which Permit Partial Release of the Related Mortgaged Real Property" in the prospectus supplement. o MANAGEMENT. Each mortgaged real property is self-managed ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 44 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 45 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- PECANLAND MALL -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 46 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- PECANLAND MALL -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 47 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- PECANLAND MALL (1) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE(2) $62,322,215 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 5.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR General Growth Properties, Inc. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.2765% MATURITY DATE March 1, 2010 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 72 / 300 REMAINING TERM / AMORTIZATION 69 / 297 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE No / No REPLACEMENT (3) TI/LC (4) ADDITIONAL FINANCING None(1) POOLED WHOLE PORTION(2) LOAN -------------- ----------- CUT-OFF DATE PRINCIPAL BALANCE $62,322,215 $65,644,429 CUT-OFF DATE PRINICIPAL BALANCE/SF $179 $188 CUT-OFF DATE LTV RATIO 65.6% 69.1% MATURITY DATE LTV RATIO 59.1% 59.1% UW NCF DSCR 1.83x 1.73x LOAN SHADOW RATING (MOODY'S/S&P)(5) Baa3 / BBB- -------------------------------------------------------------------------------- (1) For purposes of determining distributions on the certificates, the Pecanland Mall mortgage loan is treated as being divided into: (a) a pooled portion that, together with the other mortgage loans in the mortgage pool, will support all of the certificates other than the class PM certificates; and (b) a non-pooled portion that will support the class PM certificates. In general, the non-pooled portion of the Pecanland Mall mortgage loan is subordinate to the pooled portion. However, subject to the occurrence of certain trigger events, the holders of the class PM certificates will be entitled to 50% of all payments (or advances in lieu thereof) or other collections of principal on the Pecanland Mall mortgage loan until the class PM certificates are retired. (2) Reflects pooled portion of Pecanland Mall mortgage loan only. (3) In the event of default or a debt service coverage of less than 1.20:1.00, the borrower is required to deposit $7,855/month for replacement reserves, which is capped at $94,266. (4) In the event of default or a debt service coverage of less than 1.20:1.00, the borrower is required to deposit $29,049/month for tenant improvements and leasing commissions, which is capped at $349,133. (5) S&P and Moody's have confirmed that the pooled portion of the Pecanland Mall Mortgage Loan has, in the context of its inclusion in the trust, the credit characteristics consistent with that of an investment-grade rated obligation. -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Monroe, Louisiana PROPERTY TYPE Regional Mall SIZE (SF) 349,133 OCCUPANCY % AS OF FEBRUARY 6, 2004 97.2% YEAR BUILT / YEAR RENOVATED 1985 / NAP APPRAISED VALUE $95,000,000 PROPERTY MANAGEMENT General Growth Management, Inc. UW ECONOMIC OCCUPANCY % 96.0% UW REVENUES $11,314,565 UW EXPENSES $3,513,233 UW NET OPERATING INCOME (NOI) $7,801,333 UW NET CASH FLOW (NCF) $7,427,949 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 48 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- PECANLAND MALL --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ RATINGS NET % OF TOTAL % OF DATE OF FITCH/MOODY'S/ RENTABLE NET RENTABLE RENT ACTUAL LEASE TENANT NAME S&P (1) AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Anchor Tenants - Anchor Owned Dillard's BB/B2/BB- 165,930 ANCHOR OWNED - NOT PART OF COLLATERAL JC Penney BB+/Baa3/BB 140,986 ANCHOR OWNED - NOT PART OF COLLATERAL Sears BBB/Baa1/BBB+ 122,032 ANCHOR OWNED - NOT PART OF COLLATERAL McRae's BB-/Ba3/BB- 105,650 ANCHOR OWNED - NOT PART OF COLLATERAL Mervyn's A/A2/A+ 63,436 ANCHOR OWNED - NOT PART OF COLLATERAL ------- Total Anchor Owned 598,034 Top 5 Tenants Stage NR/NR/NR 29,914 8.6% $ 7.00 $ 209,400 3.0% 1/1/06 Cinema 10 NR/Caa1/B+ 23,170 6.6 6.38 147,874 2.1 12/31/08 McRae's BB-/Ba3/BB 19,962 5.7 11.00 219,588 3.2 12/31/07 Limited NR/Baa1/BBB+ 15,574 4.5 20.00 311,484 4.5 12/31/06 Express NR/Baa1/BBB+ 13,093 3.8 20.00 261,864 3.8 12/31/05 ------- --------- ---------- ----- Top 5 Tenants 101,713 29.1% 11.31 $1,150,210 16.5% Non-major tenants 237,612 68.1 24.45 5,810,590 83.5 ------- --------- ---------- ----- Occupied Mall Total 339,325 97.2 20.51 6,960,801 100.0% --------- ---------- ----- Vacant Space 9,808 2.8 ------- --------- COLLATERAL TOTAL 349,133 100. % ------- --------- COLLATERAL AND ANCHOR OWNED TOTAL 947,167 ======= ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE ------------------------------------------------------------------------------------------------------------------------------------ WTD. AVG. IN PLACE BASE CUMULATIVE % OF IN CUMULATIVE % # OF LEASES RENT PSF TOTAL SF % OF TOTAL % OF SF PLACE RENT OF IN PLACE YEAR ROLLING ROLLING ROLLING(2) SF ROLLING(2) ROLLING(2) ROLLING RENT ROLLING ------------------------------------------------------------------------------------------------------------------------------------ 2004 10 $ 24.43 22,777 6.5% 6.5% 8.0% 8.0% 2005 21 $ 22.03 59,594 17.1% 23.6% 18.9% 26.9% 2006 14 $ 16.52 79,337 22.7% 46.3% 18.8% 45.7% 2007 10 $ 19.43 30,403 8.7% 55.0% 8.5% 54.2% 2008 8 $ 11.89 49,965 14.3% 69.3% 8.5% 62.7% 2009 7 $ 24.59 24,134 6.9% 76.3% 8.5% 71.2% 2010 3 $ 24.95 11,739 3.4% 79.6% 4.2% 75.4% 2011 9 $ 30.99 20,438 5.9% 85.5% 9.1% 84.5% 2012 5 $ 27.60 8,438 2.4% 87.9% 3.4% 87.9% 2013 8 $ 28.83 21,351 6.1% 94.0% 8.8% 96.7% 2014 2 $ 19.96 9,422 2.7% 96.7% 2.7% 99.4% ------ ---- 337,599 96.7% ======= ==== ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 49 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- PECANLAND MALL -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Pecanland Mall Mortgage Loan") is secured by a first mortgage encumbering a regional mall located in Monroe, Louisiana. The Pecanland Mall Mortgage Loan represents approximately 5.3% of the Initial Mortgage Pool Balance. The Pecanland Mall Mortgage Loan was originated on February 11, 2004 and has a principal balance as of the cut-off date of $65,644,429, of which $62,322,215 is being allocated to the pooled portion thereof. o The Pecanland Mall Mortgage Loan has a remaining term of 69 months and matures on March 1, 2010. The Pecanland Mall Mortgage Loan may be prepaid on or after December 1, 2009, and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is GGP-Pecanland, L.P., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Pecanland Mall Mortgage Loan. The sponsor of the borrower is General Growth Properties, Inc. General Growth Properties, Inc., a publicly-traded, NYSE REIT (ticker GGP). GGP is one of the largest regional mall REITs. They own, develop, operate, and/or manage shopping malls across the country. o THE PROPERTY. The mortgaged real property is approximately 349,133 square feet of an approximately 947,167 net rentable square foot enclosed single-story regional mall situated on approximately 57 acres. The subject property was constructed in 1985 and is located in Monroe, Louisiana, within the Monroe, Louisiana metropolitan statistical area. As of February 6, 2004, the occupancy rate for the subject property was approximately 97.2%. The anchor tenants at the mortgaged real property are Dillard's, JC Penney, McRae's, Mervyn's, and Sears, none of which are part of the collateral.The largest tenant that is part of the mortgaged real property is Stage Stores, Inc. ("Stage"), occupying approximately 29,914 square feet, or approximately 8.6% of the net rentable area. Stage Stores, Inc. is a specialty department store retailer offering brand name and private label apparel, accessories, cosmetics and footwear for the entire family. As of May 19, 2004, Stage was rated "B3" by Moody's and "B+" by S&P. The Stage lease expires in January 2006. The second largest tenant that is part of the mortgaged real property is Cinema 10 ("Cinema 10"), occupying approximately 23,170 square feet, or approximately 6.6% of the net rentable area. Cinema 10 is a division of Cinemark USA Inc., the third largest motion picture exhibitor in the U.S., with approximately 3,000 screens in approximately 280 theaters in the US and several other countries (primarily Latin America). As of May 19, 2004, Cinemark Inc. was rated "B+" by S&P. The Cinema lease expires in December 2008. The third largest tenant that is part of the mortgaged real property is McRae's, occupying 19,962 square feet of in-line space, or approximately 5.7% of the net rentable area. The McRae's lease expires in December 2007. McRae's is a division of Saks, Inc., a top U.S. department store operator with approximately 350 department and outlet stores in 40 states. As of May 19, 2004, Saks, Inc. was rated "Ba3" by Moody's and "BB" by S&P. o LOCK BOX ACCOUNT. A lockbox account was established at closing. Borrower has the right to receive payments from the lockbox, provided, that, at any time during the term of the Pecanland Mall Mortgage Loan, (i) if the debt service coverage ratio, as computed by the mortgagee, is less than 1.20x, or (ii) upon the occurrence of an event of default under the loan documents, the payments shall be transferred into a mortgagee controlled lock box account. o MANAGEMENT. General Growth Management, Inc., an affiliate of the Borrower, is the property manager for the Mortgaged Property securing the Pecanland Mall Mortgage Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 50 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 51 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- LAKE SHORE PLACE -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 52 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- LAKE SHORE PLACE -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 53 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- LAKE SHORE PLACE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $57,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 4.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Golub Needham Associates, LLC. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.000% MATURITY DATE April 11, 2014 AMORTIZATION TYPE Partial IO / Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 118 / 360 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / No REPLACEMENT $8,151 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / No REPLACEMENT $8,151 TI/LC(1) $30,649 ROLLOVER(2) $30,649 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $57,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $117 CUT-OFF DATE LTV RATIO 76.7% MATURITY DATE LTV RATIO 66.4% UW NCF DSCR 1.61x -------------------------------------------------------------------------------- (1) Up to a maximum amount of $735,576. (2) $30,649 will be escrowed monthly until March 11, 2006. If the Playboy lease is not extended by March 11, 2006, the monthly TI/LC escrow will increase to $122,649, up to a maximum amount of $2,400,000. If Playboy enters into a lease renewal that is less than the amount of the space currently leased by Playboy, the maximum amount of the ongoing TI/LC escrow will equal the product of $22.00 per square foot and the square footage of the vacated space. -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 1 LOCATION Chicago, IL PROPERTY TYPE Office-CBD SIZE (SF) 489,066 OCCUPANCY % AS OF FEBRUARY 29, 2004 96.4% YEAR BUILT / YEAR RENOVATED 1923 / 1992 APPRAISED VALUE $74,300,000 PROPERTY MANAGEMENT Golub & Company UW ECONOMIC OCCUPANCY % 95.0% UW REVENUES $14,693,481 UW EXPENSES $8,071,340 UW NET OPERATING INCOME (NOI) $6,622,141 UW NET CASH FLOW (NCF) $5,900,512 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 54 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- LAKE SHORE PLACE --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ RATINGS(1) % OF NET MOODY'S/S&P/ NET RENTABLE RENTABLE DATE OF LEASE TENANT FITCH AREA (SF) AREA RENT PSF ACTUAL RENT % OF ACTUAL RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Playboy Enterprises Inc NR/B/NR 127,663 26.1% $ 13.80 $ 1,761,749 21.7% 8/31/07 Northwestern Medical Faculty Foundation, Inc NR/NR/NR 57,474 11.8 $ 22.13 1,271,933 15.7 9/30/14 Northwestern Memorial Physicians Group, NCMG NR/NR/NR 27,275 5.6 $ 20.60 561,851 6.9 2/28/09 Northwestern University Medical School NR/NR/NR 25,925 5.3 $ 16.75 434,244 5.3 4/30/10 Treasure Island Foods NR/NR/NR 21,293 4.4 $ 13.00 276,809 3.4 6/30/13 Non-major Tenants 212,073 43.4 $ 18.00 3,816,664 47.0 Vacant Space 17,363 3.6 0 0.0 ------- ----- ----------- ----- TOTAL 489,066 100.0% $ 8,123,251 100.0% ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE ------------------------------------------------------------------------------------------------------------------------------------ # OF WA BASE CUMMULATIVE % LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING(2) SF ROLLING(2) OF SF ROLLING(2) RENT ROLLING ROLLING ------------------------------------------------------------------------------------------------------------------------------------ 2004 9 $ 21.09 15,508 3.3% 3.3% 4.0% 4.0% 2005 8 $ 20.10 27,614 5.9% 9.1% 6.8% 10.9% 2006 4 $ 23.81 5,130 1.1% 10.2% 1.5% 12.4% 2007 14 $ 15.29 174,549 37.0% 47.2% 32.9% 45.2% 2008 5 $ 16.90 18,999 4.0% 51.3% 4.0% 49.2% 2009 7 $ 19.41 38,117 8.1% 59.3% 9.1% 58.3% 2010 7 $ 17.36 33,637 7.1% 66.5% 7.2% 65.5% 2011 4 $ 9.84 27,819 5.9% 72.4% 3.4% 68.8% 2012 2 $ 18.95 14,779 3.1% 75.5% 3.4% 72.3% 2013 7 $ 15.98 42,215 8.9% 84.5% 8.3% 80.6% 2014 4 $ 21.57 61,851 13.1% 97.6% 16.4% 97.0% ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease. (2) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 55 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- LAKE SHORE PLACE -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Lake Shore Place Mortgage Loan") is secured by a first mortgage encumbering an office building located in Chicago, Illinois. The Lake Shore Place Mortgage Loan represents approximately 4.8% of the Initial Mortgage Pool Balance. The Lake Shore Place Mortgage Loan was originated on March 24, 2004, and has a principal balance as of the cut-off date of $57,000,000. The Lake Shore Place Mortgage Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The Lake Shore Place Mortgage Loan has a remaining term of 118 months and matures on April 11, 2014. The Lake Shore Place Mortgage Loan may be prepaid with the payment of a yield maintenance charge on or after July 11, 2006, and may be prepaid without penalty or premium on or after October 11, 2013. In lieu of prepaying the Lake Shore Place Mortgage Loan, the borrower may elect to defease the Lake Shore Place Mortgage Loan with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is Golub LSP Investors, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Lake Shore Place Mortgage Loan. The sponsor is Michael Newman of Golub Needham Associates LLC. Golub Needham Associates LLC is an affiliate of Golub & Company, which was formed in 1960. Golub & Company and its affiliates have developed, owned and/or managed approximately 25.0 million square feet of commercial space and over 40,000 multifamily units. The borrower has the one time right under the mortgage loan documents to transfer up to a 49% tenant-in-common interest to a new entity upon the satisfaction of certain conditions which include (among things) the delivery of a tenant-in-common agreement that is acceptable to the lender in its sole discretion. o THE PROPERTY. The mortgaged real property is an approximately 489,066 square foot office building situated on approximately 2.6 acres. The mortgaged real property was constructed in 1923 and renovated in 1992. The mortgaged real property is located in Chicago, Illinois, within the Chicago-Naperville-Joliet, Illinois-Indiana-Wisconsin metropolitan statistical area. As of February 29, 2004, the occupancy rate for the mortgaged real property securing the Lake Shore Place Mortgage Loan was approximately 96.4%. The largest tenant is Playboy Enterprises, Inc. ("Playboy"), occupying approximately 127,663 square feet, or approximately 26.1% of the net rentable area. The mortgaged real property serves as the headquarters of Playboy, a developer and international distributor of multimedia entertainment. As of May 13, 2004, Playboy was rated "B" (S&P). The Playboy lease expires in August 2007. The second largest tenant is Northwestern Medical Faculty Foundation ("Northwestern Medical Faculty Foundation"), occupying approximately 57,474 square feet, or approximately 11.8%, of the net rentable area. Northwestern Medical Faculty Foundation is considered a premier, multi-specialty physician organization that provides care to patients and support to the research and academic programs of the Northwestern University Feinberg School of Medicine. The Northwestern Medical Faculty Foundation lease expires in September 2014. The third largest tenant is Northwestern Memorial Physicians Group ("Northwestern Physicians Group"), occupying approximately 27,275 square feet, or approximately 5.6%, of the net rentable area. Northwestern Physicians Group is a multi-site practice of primary care physicians affiliated with Northwestern Memorial Hospital. The Northwestern Physicians Group lease expires in February 2009. o LOCK BOX ACCOUNT. Upon the occurrence of an event of default under the loan documents, the borrower is required to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender designated lock box account. o MANAGEMENT. Golub & Company, an affiliate of the sponsor, is the property manager for the mortgaged real property securing the Lake Shore Place Mortgage Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 56 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 57 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- NASHUA MALL -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 58 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- NASHUA MALL -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 59 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- NASHUA MALL -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $35,500,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 3.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Robert F. Gordon and Edward C. Gordon OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 6.120% MATURITY DATE June 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 120 / 360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / No REPLACEMENT $1,814 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $35,500,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $111 CUT-OFF DATE LTV RATIO(1) 76.8% MATURITY DATE LTV RATIO(1) 64.5% UW NCF DSCR(1) 1.24x -------------------------------------------------------------------------------- (1) The debt service coverage and loan-to-value ratios are presented on an adjusted basis that: (a) takes into account various assumptions regarding the financial performance of the related mortgaged real property that are consistent with the release of the cash holdback; and/or (b) reflects the application of that cash holdback to pay down the subject mortgage loan, with a corresponding reamortization of the monthly debt service payment. -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Nashua, New Hampshire PROPERTY TYPE Retail-Anchored SIZE (SF) 318,829 OCCUPANCY % AS OF MAY 10, 2004 91.1% YEAR BUILT / YEAR RENOVATED 1966 / 2003 APPRAISED VALUE $42,800,000 PROPERTY MANAGEMENT The MEG Companies UW ECONOMIC OCCUPANCY % 86.3% UW REVENUES $4,963,904 UW EXPENSES $1,921,164 UW NET OPERATING INCOME (NOI) $3,042,740 UW NET CASH FLOW (NCF) $2,976,124 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 60 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- NASHUA MALL --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ % OF RATINGS NET TOTAL NET % OF DATE OF FITCH/MOODY'S/ RENTABLE RENTABLE ACTUAL ACTUAL LEASE TENANT NAME S&P(1) AREA (SF) AREA RENT PSF RENT RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Anchor Tenants - Anchor Owned Home Depot AA/Aa3/AA 130,961 ANCHOR OWNED - NOT PART OF COLLATERAL ------- Total Anchor Owned 130,961 Top 5 Tenants Kohl's A/A3/A- 86,584 27.2% $ 10.75 $ 930,500 25.7% 1/31/23 Burlington Coat Factory NR/NR/NR 70,000 22.0 $ 3.96 277,364 7.7 2/28/09 Christmas Tree Shops, Inc. NR/NR/BBB 50,444 15.8 $ 16.11 812,500 22.4 12/31/22 Babies R Us BB/Ba2/BB 38,000 11.9 $ 10.00 380,000 10.5 1/31/20 LL Bean(2) NR/NR/NR 12,000 3.8 $ 18.67 224,000 6.2 11/30/07 ------- -------- ---------- ----- Top 5 Tenants 257,028 80.6% $ 10.21 $2,624,364 72.5% Non-major tenants 33,345 10.5% $ 29.93 $ 997,909 27.5% ------- -------- ------- ---------- ----- Occupied Mall Total 290,373 91.1% $ 12.46 $3,622,273 100.0% Vacant Space 28,456 8.9% ------- -------- COLLATERAL TOTAL 318,829 100.0% COLLATERAL AND ANCHOR OWNED TOTAL 449,790 100.0% $3,622,273 100.0% ======= ======== ========== ===== ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE WTD. AVG. IN PLACE BASE CUMULATIVE % OF IN CUMULATIVE % # OF LEASES RENT PSF TOTAL SF % OF TOTAL % OF SF PLACE RENT OF IN PLACE YEAR ROLLING ROLLING ROLLING(3) SF ROLLING(3) ROLLING(3) ROLLING RENT ROLLING ------------------------------------------------------------------------------------------------------------------------------------ 2004 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2007 1 $ 14.56 6,800 2.1% 2.1% 2.9% 2.9% 2008 1 $ 25.00 1,300 0.4% 2.5% 1.0% 3.9% 2009 4 $ 5.19 75,406 23.7% 26.2% 11.5% 15.4% 2010 0 $ 0.00 0 0.0% 26.2% 0.0% 15.4% 2011 0 $ 0.00 0 0.0% 26.2% 0.0% 15.4% 2012 0 $ 0.00 0 0.0% 26.2% 0.0% 15.4% 2013 2 $ 25.94 8,288 2.6% 28.8% 6.3% 21.7% 2014 3 $ 23.33 11,551 3.6% 32.4% 7.9% 29.6% ------ ---- TOTALS 103,345 32.4% ======= ==== ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) LL Bean signed a lease dated 2/5/2004 that provides for rental payments to begin upon 60 days following the completion of construction. Construction is estimated to be completed during summer of 2004. Rent roll commencement date of 9/1/04 is conservatively based on completion of construction and delivery of space to tenant by 7/1/04 with rent commencement 60 days thereafter. This space was underwritten as vacant. (3) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 61 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- NASHUA MALL -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Nashua Mall Mortgage Loan") is secured by a first mortgage encumbering a regional power center located in Nashua, New Hampshire. The Nashua Mall Mortgage Loan represents approximately 3.0% of the Initial Mortgage Pool Balance. The Nashua Mall Mortgage Loan has a principal balance as of the cut-off date of $35,500,000. The Nashua Mall Mortgage Loan has a remaining term of 120 months and matures on June 11, 2014. The Nashua Mall Mortgage Loan may be prepaid on or after April 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is Vickerry Realty Co. Trust, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Nashua Mall Mortgage Loan. The sponsors of the borrower are: Robert F. Gordon and Edward C. Gordon. The sponsors collectively have controlling interests in 14 retail projects with approximately 1,400,000 square feet of retail space in New Hampshire and Massachusetts. o THE PROPERTY. The mortgaged real property is an approximately 318,829 square foot regional power center comprised of ten buildings situated on approximately 25.2 acres. The mortgaged real property was initially constructed in 1966 as an interior mall complex and has substantially been expanded and renovated in 2003 to a regional power center. The mortgaged real property is located in Nashua, New Hampshire, within the Nashua, New Hampshire metropolitan statistical area. As of May 10, 2004, the occupancy rate for the mortgaged real property securing the Nashua Mall Mortgage Loan was approximately 91.1%. The largest tenant at the mortgaged real property is Kohl's Department Stores ("Kohl's"), occupying approximately 86,584 square feet, or approximately 27.2% of the net rentable area. Kohl's, incorporated in 1988, operates specialty department stores that feature national brand merchandise. Kohl's Department Stores sell apparel, shoes, accessories and home products targeted to middle-income customers shopping for family and home related items. As of May 19, 2004, Kohl's was rated "A3" by Moody's and "A-" by S&P. The Kohl lease expires in January 2023. The second largest tenant at the mortgaged real property is Burlington Coat Factory ("Burlington"), occupying approximately 70,000 square feet, or approximately 22.0% of the net rentable area. Burlington Coat Factory Warehouse Corporation is a national retailer offering clothing, footwear, and accessories for the entire family, a specialty baby product department, Baby Depot, and Luxury Linens, and a home decor department. The Burlington lease expires in February 2009. The third largest tenant at the mortgaged real property is Christmas Tree Shops, Inc., ("CTS"), occupying approximately 50,444 square feet, or approximately 15.8% of the net rentable area. CTS, a retailer of giftware and household items, was acquired by Bed Bath & Beyond on June 19, 2003. As of May 19, 2004, CTS was rated "BBB" by S&P. The CTS lease expires in December 2022. Additionally, Home Depot is a tenant at the subject property; however, it owns its pad and improvements, which are not a part of the collateral for the underlying mortgage loan. A holdback of $2,594,267, representing the value of the LL Bean lease, was taken at closing. This escrow will be released once upon receipt of a clean estoppel and LL Bean is in occupancy, open for business and paying rent. Further, the property must also support at that time a 1.20:1 debt service coverage at the greater of the actual constant or 7.50%. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o MANAGEMENT. The MEG Companies is the property manager for the Mortgaged Property securing the Nashua Mall Loan. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 62 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 63 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- CROSSROADS CENTER -------------------------------------------------------------------------------- [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 64 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- CROSSROADS CENTER -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 65 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- CROSSROADS CENTER -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $26,960,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Ramco-Gershenson Properties, L.P. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.380% MATURITY DATE May 11, 2014 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 119 / 360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ADDITIONAL FINANCING Future Unsecured Debt Allowed CUT-OFF DATE PRINCIPAL BALANCE $26,960,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $113 CUT-OFF DATE LTV RATIO 79.2% MATURITY DATE LTV RATIO 67.6% UW NCF DSCR 1.30x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Rossford, OH PROPERTY TYPE Retail-Anchored SIZE (SF) 238,145 OCCUPANCY % AS OF FEBRUARY 13, 2004 97.9% YEAR BUILT / YEAR RENOVATED 2001 / NAP APPRAISED VALUE $33,700,000 PROPERTY MANAGEMENT Ramco-Gershenson, Inc. UW ECONOMIC OCCUPANCY % 93.0% UW REVENUES $3,367,351 UW EXPENSES $835,933 UW NET OPERATING INCOME (NOI) $2,531,418 UW NET CASH FLOW (NCF) $2,350,456 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 66 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- CROSSROADS CENTER --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY NET % OF % OF DATE OF RATINGS RENTABLE NET RENTABLE ACTUAL ACTUAL LEASE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF RENT RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Anchor Tenants - Anchor Owned Target A/A2/A+ 126,200 SHADOW ANCHOR - NOT PART OF COLLATERAL Home Depot AA/Aa3/AA 116,000 SHADOW ANCHOR - NOT PART OF COLLATERAL ------- Total Anchor Owned 242,200 Giant Eagle NR/NR/NR 80,021 33.6% $ 10.30 $ 824,210 29.1% 8/31/22 Linens 'N Things NR/NR/NR 35,100 14.7 $ 11.00 386,100 13.6 1/31/12 Michaels Stores, Inc NR/Ba1/BB+ 23,970 10.1 $ 10.50 251,685 8.9 8/31/11 MC Sporting Goods NR/NR/NR 13,500 5.7 $ 9.00 121,500 4.3 9/30/18 Shoe Carnival NR/NR/NR 9,773 4.1 $ 13.00 127,049 4.5 1/31/12 Non-major tenants 70,881 29.8 $ 15.79 1,119,006 39.6 Vacant space 4,900 2.1 $ 0.00 0 0.0 ------- ---------- ---------- ----- TOTALS 238,145 100.0% $2,829,550 100.0% ======= ========== ========== ===== ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE ------------------------------------------------------------------------------------------------------------------------------------ WTD. AVG. IN PLACE BASE CUMULATIVE % OF IN CUMULATIVE % # OF LEASES RENT PSF TOTAL SF % OF TOTAL % OF SF PLACE RENT OF IN PLACE YEAR ROLLING ROLLING ROLLING(2) SF ROLLING(2) ROLLING(2) ROLLING RENT ROLLING ------------------------------------------------------------------------------------------------------------------------------------ 2004 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 1 $ 17.50 3,054 1.3% 1.3% 1.9% 1.9% 2007 3 $ 13.90 10,046 4.2% 5.5% 4.9% 6.8% 2008 2 $ 18.79 8,240 3.5% 9.0% 5.5% 12.3% 2009 1 $ 22.00 1,600 0.7% 9.6% 1.2% 13.5% 2010 0 $ 0.00 0 0.0% 9.6% 0.0% 13.5% 2011 4 $ 12.85 46,773 19.6% 29.3% 21.3% 34.8% 2012 6 $ 12.85 70,011 29.4% 58.7% 31.8% 66.6% 2013 0 $ 0.00 0 0.0% 58.7% 0.0% 66.6% 2014 0 $ 0.00 0 0.0% 58.7% 0.0% 66.6% ------ ---- TOTALS 139,724 58.7% ======= ==== ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 67 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- CROSSROADS CENTER -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Crossroads Center Mortgage Loan") is secured by a first mortgage encumbering an anchored retail center located in Rossford, Ohio. The Crossroads Center Mortgage Loan represents approximately 2.3% of the Initial Mortgage Pool Balance. The Crossroads Center Mortgage Loan was originated on April 14, 2004 and has a principal balance as of the cut-off date of $26,960,000. The Crossroads Center Mortgage Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. This loan is cross collateralized and cross defaulted with the Auburn Mile Mortgage Loan and these loans have the same borrower. The Crossroads Center Mortgage Loan has a remaining term of 119 months and matures on May 11, 2014. The Crossroads Center Mortgage Loan may be prepaid on or after March 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is Ramco Auburn Crossroads SPE LLC, a special purpose entity. Legal counsel to the Borrower delivered a non-consolidation opinion in connection with the origination of the Ramco Auburn Crossroads SPE LLC Loan. The sponsor of the borrower is Ramco-Gershenson Properties, L.P. Ramco Auburn Crossroads SPE LLC is an entity owned and controlled by RGPLP, the operating partnership of Ramco-Gershenson Properties Trust (RPT), a publicly traded real estate investment trust. As of December 31, 2003, the Company owned a portfolio of 64 shopping centers with approximately 13.3 million square feet located in twelve states. o THE PROPERTY. The mortgaged real property is an approximately 238,145 square foot anchored retail center situated on approximately 78 acres. The subject is located within an approximately 474,814 square foot power shopping center. Excluded from the subject collateral are Home Depot and Target, which are contiguous to the subject collateral and are currently owned by the same sponsor. Both Home Depot and Target are currently under long term ground leases that expire in 2021 and 2022, respectively, and each of these tenants has a near term option to purchase the fee. The mortgaged real property was constructed in 2001. The mortgaged real property is located in Rossford, Ohio, within the Toledo, Ohio metropolitan statistical area. As of February 13, 2004, the occupancy rate for the mortgaged real property securing the Crossroads Center Mortgage Loan was approximately 97.9%. The largest tenant at the mortgaged real property is Giant Eagle ("Giant Eagle"), occupying approximately 80,021 square feet, or approximately 33.6% of the net rentable area. Giant Eagle is the largest grocery retailer in Pittsburgh, and has about 130 corporate and 83 franchised supermarkets, throughout Maryland, western Pennsylvania, Ohio, and north central West Virginia. The Giant Eagle lease expires in August 2022. The second largest tenant at the mortgaged real property is Linens 'N Things ("Linens 'N Things"), occupying approximately 35,100 square feet, or approximately 14.7% of the net rentable area. Linens 'N Things is one of the leading, national large-format retailers of home textiles, housewares and decorative home accessories operating over 400 stores in 45 states and four Canadian provinces. The Linens 'N Things lease expires in January 2012. The third largest tenant at the mortgaged real property is Michaels Stores, Inc. ("Michaels"), occupying approximately 23,970 square feet, or approximately 10.1% of the net rentable area. Michaels is the world's largest retailer of arts, crafts, framing, floral, wall decor, and seasonal merchandise for the hobbyist and do-it-yourself home decorator. As of May 19, 2004, Michaels was rated "Ba1" by Moody's and "BB+" by S&P. The Michaels lease expires in August 2011. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o UNSECURED SUBORDINATE DEBT. The mortgage permits an affiliate of the borrower to make unsecured subordinated loans to the borrower, provided that such loan(s) are made for the sole purpose of funding, and are used by the borrower solely for, working capital and/or the relocation or expansion of certain identified space, provided that the lender consents to such relocation or expansion and provided that certain additional conditions are satisfied, including, without limitation: (1) no payments under the subordinate loans may be due and payable prior to payment in full of the subject underlying mortgage loan; (2) the aggregate outstanding balance of the subordinated loans (plus accrued interest) and the related underlying mortgage loan does not exceed 80% of the value of the related mortgage property; (3) the affiliate lender delivers a subordination and standstill agreement acceptable to the lender; and (4) the related borrower pays all fees incurred by the lender in connection with the proposed transaction. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 68 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- CROSSROADS CENTER -------------------------------------------------------------------------------- o RELEASE OF PARCEL. The mortgage permits the partial release of an unimproved outlot parcel to which no value was attributed at loan origination, provided that certain conditions precedent set forth in the mortgage are satisfied. o MANAGEMENT. Ramco-Gershenson, Inc. is the property manager for the mortgaged real property securing the Crossroads Center Mortgage Loan. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 69 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- AUBURN MILE SHOPPING CENTER -------------------------------------------------------------------------------- [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 70 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- AUBURN MILE SHOPPING CENTER -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 71 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- AUBURN MILE SHOPPING CENTER -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $7,740,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 0.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Ramco-Gershenson Properties, L.P. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.380% MATURITY DATE May 11, 2014 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 119 / 360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ADDITIONAL FINANCING Future Unsecured Debt Allowed CUT-OFF DATE PRINCIPAL BALANCE $7,740,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $89 CUT-OFF DATE LTV RATIO 79.2% MATURITY DATE LTV RATIO 67.6% UW NCF DSCR 1.30x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Auburn Hills, MI PROPERTY TYPE Retail-Anchored SIZE (SF) 87,222 OCCUPANCY % AS OF FEBRUARY 13, 2004 100.0% YEAR BUILT / YEAR RENOVATED 2003 / NAP APPRAISED VALUE $10,100,000 PROPERTY MANAGEMENT Ramco-Gershenson, Inc. UW ECONOMIC OCCUPANCY % 96.1% UW REVENUES $1,135,061 UW EXPENSES $406,110 UW NET OPERATING INCOME (NOI) $728,951 UW NET CASH FLOW (NCF) $687,582 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 72 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- AUBURN MILE SHOPPING CENTER --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------- RATINGS NET % OF % OF DATE OF FITCH/MOODY'S/ RENTABLE NET RENTABLE RENT ACTUAL LEASE TENANT NAME S&P(1) AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------- Anchor Tenants - Anchor Owned Meijer, Inc. N/A 218,139 SHADOW ANCHOR - NOT PART OF COLLATERAL Costco A+/A2/A 147,000 SHADOW ANCHOR - NOT PART OF COLLATERAL Target A/A2/A+ 123,000 SHADOW ANCHOR - NOT PART OF COLLATERAL ------- Total Anchor Owned 488,139 Jo-Ann Stores NR/B1/B+ 43,998 50.4% $ 10.00 $ 440,150 52.5% 1/31/16 Staples BBB/Baa2/BBB- 20,300 23.3 $ 5.79 117,600 14.0 11/30/17 Olive Garden NR/NR/NR 8,067 9.3 $ 9.92 80,000 9.6 2/28/12 Montana's Cookhouse Grill NR/NR/NR 6,800 7.8 $ 11.76 80,000 9.6 3/31/23 Applebees Neighborhood Grill NR/NR/NR 5,057 5.8 $ 11.86 60,000 7.2 11/30/18 Non-Major Tenants 3,000 3.4 $ 20.00 60,000 7.2 Vacant Space 0 0.0 $ 0.00 0.00 0.0 ------- ---------- ---------- ----- TOTALS 87,222 100.0% $ 837,750 100.0% ======= ========== ========== ===== -------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE ------------------------------------------------------------------------------------------------------------------------ WTD. AVG. IN PLACE BASE CUMULATIVE % OF IN CUMULATIVE % # OF LEASES RENT PSF TOTAL SF % OF TOTAL % OF SF PLACE RENT OF IN PLACE YEAR ROLLING ROLLING ROLLING(2) SF ROLLING(2) ROLLING(2) ROLLING RENT ROLLING ------------------------------------------------------------------------------------------------------------------------ 2004 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2007 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2008 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2009 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2010 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2011 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2012 1 $ 9.92 8,067 9.2% 9.2% 9.6% 9.6% 2013 0 $ 0.00 0 0.0% 9.2% 0.0% 9.6% 2014 0 $ 0.00 0 0.0% 9.2% 0.0% 9.6% ----- --- TOTALS 8,067 9.3% ===== === ------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 73 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CROSSROADS CENTER PORTFOLIO -- AUBURN MILE SHOPPING CENTER -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Auburn Mile Mortgage Loan") is secured by a first mortgage encumbering an anchored retail center located in Auburn Hills, Michigan. The Auburn Mile Mortgage Loan represents approximately 0.7% of the Initial Mortgage Pool Balance. The Auburn Mile Mortgage Loan was originated on April 14, 2004 and has a principal balance as of the cut-off date of $7,740,000. The Auburn Mile Mortgage Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. This loan is cross collateralized and cross defaulted with the Crossroads Center Mortgage Loan and these loans have the same borrower. The Auburn Mile Mortgage Loan has a remaining term of 119 months and matures on May 11, 2014. The Auburn Mile Mortgage Loan may be prepaid on or after March 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is Ramco Auburn Crossroads SPE LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Auburn Mile Mortgage Loan. The sponsor of the borrower is Ramco-Gershenson Properties, L.P. ("RGPLP"). Ramco Auburn Crossroads SPE LLC is an entity owned and controlled by RGPLP, the operating partnership of Ramco-Gershenson Properties Trust (RPT), a publicly traded real estate investment trust. As of December 31, 2003, RPT owned a portfolio of 64 shopping centers with approximately 13.3 million square feet located in twelve states. o THE PROPERTY. The mortgage real property is an approximately 87,222 square foot anchored retail center situated on approximately 12.3 acres. The subject is located within a 581,571 square foot power center. Excluded from the subject collateral but located within the power center are Meijer's, Costco, Target, Best Buy, and Ethan Allen. Although these shadow anchors are not part of the subject collateral, they are under long-term leases (Costco 2020, Target 2019, Meijer 2024, and Best Buy 2050), and the subject benefits from their proximity. The mortgaged real property was constructed in 2000 and 2003. The mortgage real property is located in Auburn Hills, Michigan, within the Detroit, Michigan metropolitan statistical area. As of February 13, 2004, the occupancy rate for the mortgage real property securing the Auburn Mile Mortgage Loan was approximately 100.0%. The largest tenant at the mortgaged real property is Jo-Ann Stores ("Jo-Ann Stores"), occupying approximately 43,998 square feet, or approximately 50.4% of the net rentable area. Operating in 919 stores in 48 states, Jo-Ann Stores is the nation's largest fabric and craft specialty retailer, selling apparel and craft sewing, crafting, home decorating, and other creative endeavors. Jo-Ann Stores was rated B1 by Moody's and B+ by S&P. The Jo-Ann Stores lease expires in January 2016. The second largest tenant at the mortgaged real property is Staples ("Staples"), occupying approximately 20,300 square feet, or approximately 23.3% of the net rentable area. With nearly 1,600 office superstores, Staples, Inc. is the largest operator of office superstores in the world, selling a wide range of office products, including supplies, technology, furniture, and business services. Staples was rated Baa2 by Moody's and BBB-- by S&P. The Staples lease expires in November 2017. The third largest tenant at the mortgaged real property is Olive Garden, occupying approximately 8,067 square feet, or approximately 9.3% of the net rentable area. Founded in 1982, Olive Garden is a division of Darden Restaurants, Inc., which is one of the largest casual dining restaurant companies in the world. Darden Restaurants was rated Baa1 by Moody's and BBB+ by S&P. The Olive Garden lease expires in February 2012. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o RELEASE OF PARCEL. The loan documents, in connection with the exercise of an option to purchase under the related lease, permit the partial release of two parcels of the mortgage real property leased by the subject tenant, provided that, the purchaser of each release parcel is required to pay the option purchase price as set out in its respective lease and the funds from such purchase will be placed into an option proceeds reserve, which funds shall be held in trust as security for the loan. o UNSECURED SUBORDINATE DEBT. The mortgage permits an affiliate of the borrower to make unsecured subordinated loans to the borrower, provided that such loan(s) are made for the sole purpose of funding, and are used by the borrower solely for, working capital and/or the relocation or expansion of certain identified space, provided that the lender consents to such relocation or expansion and provided that certain additional conditions are satisfied, including, without limitation: (1) no payments under the subordinate loans may be due and payable prior to payment in full of the subject underlying mortgage loan; (2) the aggregate outstanding balance of the subordinated loans (plus accrued interest) and the related underlying mortgage loan does not exceed 80% of the value of the related mortgage real property; (3) the affiliate lender delivers a subordination and standstill agreement acceptable to the lender; and (4) the related borrower pays all fees incurred by the lender in connection with the proposed transaction. o MANAGEMENT. Ramco-Gershenson, Inc. is the property manager for the mortgage real property securing the Auburn Mile Mortgage Loan. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 74 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 75 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WATERFRONT CLEMATIS -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 76 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WATERFRONT CLEMATIS -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 77 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WATERFRONT CLEMATIS -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $32,670,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Lionstone Partners, Ltd. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.370% MATURITY DATE May 11, 2014 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 119 / 360 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $32,670,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $221 CUT-OFF DATE LTV RATIO 72.6% MATURITY DATE LTV RATIO 63.4% UW NCF DSCR 1.29x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION West Palm Beach, Florida PROPERTY TYPE Office(76)%/Retail(24%) SIZE (SF) 147,980 OCCUPANCY % AS OF FEBRUARY 11, 2004 89.7% YEAR BUILT / YEAR RENOVATED 2001 / NAP APPRAISED VALUE $45,000,000 PROPERTY MANAGEMENT Paramount Real Estate Services, Inc. UW ECONOMIC OCCUPANCY % 86.5% UW REVENUES $5,535,944 UW EXPENSES $2,461,234 UW NET OPERATING INCOME (NOI) $3,074,710 UW NET CASH FLOW (NCF) $2,836,609 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 78 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WATERFRONT CLEMATIS --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ NET % OF % OF DATE OF RATINGS RENTABLE NET RENTABLE ACTUAL ACTUAL LEASE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF RENT RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Edwards & Angell, L.L.P. NR/NR/NR 36,227 24.5% $ 23.20 $ 840,445 26.6% 4/24/11 Florida Crystals Corporation NR/NR/NR 24,606 16.6 $ 21.50 529,032 16.7 5/16/11 Broad & Cassel NR/NR/NR 18,156 12.3 $ 24.50 444,822 14.1 5/31/11 Merrill Lynch AA-/Aa3/A+ 13,837 9.4 $ 22.40 309,964 9.8 6/30/11 Tommy Bahama West Palm, LLC NR/NR/NR 11,000 7.4 $ 27.27 300,000 9.5 3/31/11 Non-Major Tenants 28,877 19.5 $ 25.53 737,133 23.3 Vacant Space 15,277 10.3 $ 0.00 0.00 0.0 ------- ----- ----------- ----- TOTALS 147,980 100.0% $3,161,396 100.0% ======= ===== =========== ===== ------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------- LEASE EXPIRATION SCHEDULE WTD. AVG. IN PLACE BASE CUMULATIVE % OF IN CUMULATIVE % # OF LEASES RENT PSF TOTAL SF % OF TOTAL % OF SF PLACE RENT OF IN PLACE YEAR ROLLING ROLLING ROLLING(2) SF ROLLING(2) ROLLING(2) ROLLING RENT ROLLING -------------------------------------------------------------------------------------------------------------------------- 2004 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2005 1 $ 22.28 2,535 1.7% 1.7% 1.8% 1.8% 2006 0 $ 0.00 0 0.0% 1.7% 0.0% 1.8% 2007 1 $ 26.78 2,573 1.7% 3.5% 2.2% 4.0% 2008 0 $ 0.00 0 0.0% 3.5% 0.0% 4.0% 2009 0 $ 0.00 0 0.0% 3.5% 0.0% 4.0% 2010 0 $ 0.00 0 0.0% 3.5% 0.0% 4.0% 2011 13 $ 23.83 125,002 84.5% 87.9% 94.2% 98.2% 2012 1 $ 22.28 2,593 1.8% 89.7% 1.8% 100.0% 2013 0 $ 0.00 0 0.0% 89.7% 0.0% 100.0% 2014 0 $ 0.00 0 0.0% 89.7% 0.0% 100.0% ------- ---- TOTALS 132,703 89.7% ======= ==== --------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the loan. (2) Calculated based on approximate square footage occupied by each tenant. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 79 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WATERFRONT CLEMATIS -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Waterfront Clematis Mortgage Loan") is secured by a first mortgage encumbering two mixed use buildings and a parking garage, located in West Palm Beach, Florida. The Waterfront Clematis Mortgage Loan represents approximately 2.8% of the Initial Mortgage Pool Balance. The Waterfront Clematis Mortgage Loan was originated on April 15, 2004 and has a principal balance as of the cut-off date of $32,670,000. The Waterfront Clematis Mortgage Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The Waterfront Clematis Mortgage Loan has a remaining term of 119 months and matures on May 11, 2014. The Waterfront Clematis Mortgage Loan may be prepaid on or after March 11, 2014 and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is CF West Palm Office, L.P., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Waterfront Clematis Loan. The sponsor is Lionstone Partners, Ltd. The capital behind the borrower is the result of a partnership between The Lionstone Group and Oregon Public Employees Retirement Fund. In January 2003, the Lionstone Group closed a $220 million discretionary fund, Cash Flow Office One, with an equity commitment of $75 million from a single investor, the Oregon Public Employees Retirement Fund ("OPERF"). Cash Flow Office One acquires high-occupancy, multi-tenant office buildings in major U.S. cities. As of January 2004, Lionstone has acquired five buildings totaling $190 million. o THE PROPERTY. The mortgaged real property, consisting of approximately 106,432 square foot of office, 41,548 square feet of retail and a 500 space parking garage, is situated on approximately 1.5 acres. The mortgaged real property was constructed in 2001. The mortgaged real property is located along the intra-coastal waterway in downtown West Palm Beach, Florida, within the West Palm Beach, Florida metropolitan statistical area. As of February 11, 2004, the occupancy rate for the mortgaged real property securing the Waterfront Clematis Mortgage Loan was approximately 89.7%. The retail component was approximately 83% leased and 72% occupied and the office component was approximately 97% occupied. The largest tenant is Edwards & Angell, L.L.P. ("Edwards & Angell"), occupying approximately 36,227 square feet, or approximately 24.5% of the net rentable area. Founded in 1894 and headquartered in Boston, Massachusetts, Edwards & Angell's law practice includes finance, private equity and venture capital, bankruptcy and creditor's rights, corporate, technology, environmental, insurance and reinsurance, labor and employment law, litigation, patents and intellectual property, biotechnology, real estate, media, and trust and estate. The Edwards & Angell lease expires April 2011. The second largest tenant is Florida Crystals Corporation ("Florida Crystals"), occupying approximately 24,606 square feet, or approximately 16.6% of the net rentable area. One of the top US sugar producers, Florida Crystals is a unit of Flo-Sun, which merged with other operations to become The American Sugar Refining Company, which includes Domino Foods, one of the largest sugar marketers in the US. The Florida Crystals lease expires in May 2011. The third largest tenant is Broad & Cassel ("Broad & Cassel"), occupying approximately 18,156 square feet, or approximately 12.3% of the net rentable area. Founded in 1946, Broad and Casell is one of the largest full-service law firms in the state of Florida with seven offices and over 140 attorneys. The Broad & Cassel lease expires in May 2011. o LOCK BOX ACCOUNT. On June 1, 2010 to the extent OPREF's ownership interest in the property is less than 51%, and if the debt service coverage ratio, as computed by the mortgagee, is less than 1.05x, or upon the occurrence of an event of default under the loan documents, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a mortgagee designated lock box account. o MANAGEMENT. Paramount Real Estate Services, Inc. ("Paramount") is the property manager for the mortgaged real property securing the Waterfront Clematis Mortgage Loan. Founded in 1988, Paramount is an affiliate of The Rendina Companies. The Rendina Companies is one of the largest owners and developers of medical office facilities in the country. Rendina Companies is headquartered in Palm Beach Gardens, Florida and San Diego, California. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 80 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 81 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 305 MADISON -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 82 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 305 MADISON -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 83 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 305 MADISON -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CDCMC CUT-OFF DATE PRINCIPAL BALANCE $28,355,938 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Normandy Realty Partners, LLC OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.550% MATURITY DATE November 1, 2013 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 120 / 312 REMAINING TERM / AMORTIZATION 113 / 305 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $28,355,938 CUT-OFF DATE PRINCIPAL BALANCE/SF $134 CUT-OFF DATE LTV RATIO 75.6% MATURITY DATE LTV RATIO 64.7% UW NCF DSCR 1.36x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Morristown, NJ PROPERTY TYPE Office-Suburban SIZE (SF) 212,232 OCCUPANCY % AS OF JULY 1, 2003 100.0% YEAR BUILT / YEAR RENOVATED 1971 / 1995 APPRAISED VALUE $37,500,000 PROPERTY MANAGEMENT Crum & Forster UW ECONOMIC OCCUPANCY % 100.0% UW REVENUES $2,709,114 UW EXPENSES $0 UW NET OPERATING INCOME (NOI) $2,709,114 UW NET CASH FLOW (NCF) $2,709,114 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 84 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 305 MADISON --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------ % OF NET NET RENTABLE RENTABLE RENT ACTUAL LEASE TENANT NAME RATINGS(1) AREA (SF) AREA PSF RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------ Crum & Forster - U.S. Fire Insurance Company & North River Insurance Company NR/Baa3/BBB 212,232 100.0% $ 11.92 $2,530,450 12/31/22 ------- ----- TOTALS 212,232 100.0% ======= ===== ------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 85 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 305 MADISON -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "305 Madison Mortgage Loan") is secured by a first mortgage encumbering an office building located in Morristown, NJ. The 305 Madison Mortgage Loan represents approximately 2.4% of the Initial Mortgage Pool Balance. The 305 Madison Mortgage Loan was originated on October 29, 2003 and has a principal balance as of the cut-off date of $28,355,938. The 305 Madison Mortgage Loan initially amortizes on a 420 month schedule through the January 1, 2008 payment. At this time, the loan coverts to a 312 month amortization schedule for the remainder of the loan term. The 305 Madison Mortgage Loan has a remaining term of 113 months and matures on November 1, 2013. The 305 Madison Loan may be prepaid on or after September 1, 2013 and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The current borrower is Madison Morristown, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the assumption of the 305 Madison Mortgage Loan from the original borrower. The sponsor is Normandy Realty Partners ("Normandy"), a privately owned real estate investment company based in Morristown, New Jersey. The founders of Normandy have over 90 years of combined experience in real estate development, and have acquired, developed and managed a combined total of over $3 billion of real estate in a variety of product types throughout the country. Since 2000, Normandy has acquired over $200 million of real estate assets including 1370 Avenue of the Americas, a 35-story class A office tower located on the corner of 56th Street and Avenue of the Americas in midtown Manhattan. o THE PROPERTY. The mortgaged real property is an approximately 212,232 square foot office building situated on approximately 16.2 acres. The mortgaged real property was constructed in 1971 and renovated in 1995. The mortgaged real property is located within the Morris County, New Jersey metropolitan statistical area. As of July 1, 2003, the occupancy rate for the mortgaged real property securing the 305 Madison Mortgage Loan was approximately 100.0%, consisting of leases with two Crum & Forster insurance companies: United States Fire Insurance Company and North River Fire Insurance Company, both of which are rated "BBB" by S&P and "Baa3" by Moody's. The tenant leases the building on a fully triple-net basis and is responsible for all property expenses, taxes, insurance and maintenance. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lender-designated lock box account. o MANAGEMENT. Crum & Forster, the parent company of the tenant, is the property manager for the mortgaged real property securing the 305 Madison Mortgage Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 86 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 87 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DFS -- GUAM -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 88 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DFS -- GUAM -------------------------------------------------------------------------------- [MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 89 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DFS -- GUAM -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CDCMC CUT-OFF DATE PRINCIPAL BALANCE $26,864,655 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Paul M. Calvo OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.690% MATURITY DATE January 1, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 120 /360 REMAINING TERM / AMORTIZATION 115/ 355 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE No / No REPLACEMENT $0 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $26,864,655 CUT-OFF DATE PRINCIPAL BALANCE/SF $365 CUT-OFF DATE LTV RATIO 72.6% MATURITY DATE LTV RATIO 61.3% UW NCF DSCR 1.55x -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Tumon Bay, Guam PROPERTY TYPE Land - Fee Interest SIZE (SF) 73,572 OCCUPANCY % 100.0% YEAR BUILT / YEAR RENOVATED NAP/NAP APPRAISED VALUE $37,000,000 PROPERTY MANAGEMENT Calvo Finance LLP UW ECONOMIC OCCUPANCY % 100.0% UW REVENUES $2,916,733 UW EXPENSES $0 UW NET OPERATING INCOME (NOI) $2,916,733 UW NET CASH FLOW (NCF) $2,916,733 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 90 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DFS -- GUAM --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------- TENANT SUMMARY RATINGS NET % OF NET FITCH/MOODY'S/ RENTABLE RENTABLE ACTUAL LEASE TENANT NAME S&P AREA (SF) AREA RENT PSF RENT EXPIRATION ------------------------------------------------------------------------------------------------------- DFS Guam NR/NR/NR 73,572 100.0% $ 39.64 $2,916,733 8/24/64 ------ ----- TOTALS 73,572 100.0% ====== ===== -------------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 91 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DFS -- GUAM -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "DFS-Guam Mortgage Loan") is secured by a first lien fee simple mortgage encumbering a six acre land parcel underlying a Duty Free Shops and Louis Vuitton Moet Hennessy-owned luxury retail mall in Tumon Bay, Guam, a United States territory. The collateral for the loan is only the land fee interest, which is 100% leased to Duty Free Shoppers Limited Partnership ("DFS Guam LP"), the owner of the improvements, under a 75-year ground lease extending to 2064. The DFS-Guam Mortgage Loan represents approximately 2.3% of Initial Mortgage Pool Balance. The DFS-Guam Mortgage Loan was originated on December 19, 2003 and has a principal balance as of the cut-off date of $26,864,655. The DFS-Guam Mortgage Loan has a remaining term of 115 months and matures on January 1, 2014. The DFS-Guam Mortgage Loan may be prepaid on or after December 1, 2013 and permits defeasance with United States government obligations beginning two years after the issue date o THE BORROWER. The borrower is Calvo Finance, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the DFS-Guam Mortgage Loan. The sponsor of the borrower is Paul M. Calvo and Calvo Finance Corporation. Paul Calvo was the former governor of Guam and has extensive business operations, including real estate, insurance, retail and distribution. Mr. Calvo resides in Guam and conducts his business operations on and from the island. o THE PROPERTY. The mortgaged real property is identified as Lot. No. 5076-3-R5 and consists of a gross land area of 262,086 square feet (6.02 acres). The mortgaged real property is improved with Phase I of the DFS Galleria Shopping Center. Approximately 73,572 leasehold square feet of development are constructed on the subject parcel, in addition to surface parking areas and undeveloped land on the eastern portion of the site. The improvements on the mortgaged real property were constructed in 1994. The mortgaged real property is located on the east side San Vitores Road on the Island of Guam. DFS Guam LP entered into a ground lease on the mortgaged real property in 1989 and constructed a 205,377 square foot high-end specialty shopping center, which opened in 1994. The boutique mall rests on two separate parcels with 72,572 square feet of the improvements above the mortgaged real property and the balance on an adjacent parcel. The triple-net ground lease has a 75-year term expiring on August 24, 2064, and the ground rent increases a minimum of 10% every 10 years. o LOCK BOX ACCOUNT. At any time during the term of the DFS-Guam Mortgage Loan, (i) upon the occurrence of an event of default under the loan documents, or (ii) upon termination of the ground lease, the borrower is required to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender-designated lock box account. o MANAGEMENT. The borrower, Calvo Finance, LLP, is the property manager for the mortgaged real property securing the DFS-Guam Mortgage Loan. DFS Guam LP owns and manages the improvements. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 92 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 93 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WILDCAT SELF STORAGE PORTFOLIO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $23,397,503 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.0% NUMBER OF MORTGAGE LOANS 7 LOAN PURPOSE Acquisition SPONSOR David Levenfeld OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.280% MATURITY DATE December 1, 2008 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 60/360 REMAINING TERM/AMORTIZATION 54/354 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $5,272 ADDITIONAL FINANCING Existing Mezzanine Debt CUT-OFF DATE PRINCIPAL BALANCE $23,397,503 CUT-OFF DATE PRINCIPAL $37 BALANCE/SF CUT-OFF DATE LTV RATIO 70.0% MATURITY DATE LTV RATIO 65.3% UW NCF DSCR 1.64x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 7 LOCATION Various, Ohio PROPERTY TYPE Self-Storage SIZE (SF) 632,892 OCCUPANCY % AS OF FEBRUARY 28, 2004 85.7% YEAR BUILT / YEAR RENOVATED Various / NAP APPRAISED VALUE $33,425,000 PROPERTY MANAGEMENT Pogoda Management Co. UW ECONOMIC OCCUPANCY % 83.3% UW REVENUES $4,669,462 UW EXPENSES $2,035,092 UW NET OPERATING INCOME (NOI) $2,634,370 UW NET CASH FLOW (NCF) $2,571,080 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 94 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- WILDCAT SELF STORAGE PORTFOLIO --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ LOAN SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ CUT-OFF CUT-OFF DATE OCCUPANCY % DATE PRINCIPAL (AS OF PROPERTY NAME PRINCIPAL YEAR BUILT/ BALANCE FEBRUARY 28, UNDERWRITTEN APPRAISED APPRAISED (LOCATION) BALANCE YEAR RENOVATED TOTAL SF PSF 2004) NET CASH FLOW VALUE VALUE PSF ------------------------------------------------------------------------------------------------------------------------------------ Wildcat - Kettering, OH $ 4,321,832 1996/NAP 89,825 $ 48.11 95.0% $ 479,709 $ 5,800,000 $ 64.57 Wildcat - Norwood, OH 4,046,625 1997 - 2001/NAP 106,725 $ 37.92 84.7% 452,845 6,350,000 59.50 Wildcat - S. Fairmount, OH 3,977,079 1994 - 1999/NAP 95,027 $ 41.85 82.9% 343,774 5,500,000 57.88 Wildcat - Deerfield, OH 3,477,336 1994 - 1998/NAP 92,325 $ 37.66 84.4% 387,028 4,750,000 51.45 Wildcat - Forest Park, OH 3,389,906 1989 - 2000/NAP 106,590 $ 31.80 82.5% 388,773 4,550,000 42.69 Wildcat - Huber Heights, OH 2,295,042 1988 - 1999/NAP 72,550 $ 31.63 94.0% 289,801 3,475,000 47.90 Wildcat - Blue Ash, OH 1,889,684 1999/NAP 69,850 $ 27.05 77.2% 229,151 3,000,000 42.95 ----------- ------- ------- ---- ---------- ----------- -------- TOTAL/WTD. AVG. $23,397,503 632,892 $ 36.97 85.7% $2,571,081 $33,425,000 $ 52.81 =========== ======= ======= ==== ========== =========== ======== ------------------------------------------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 95 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- OCEAN KEY RESORT (1) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $23,067,933 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Westgroup Partners, Inc. and Colee Family Trust OWNERSHIP INTEREST Fee In Part and Leasehold In Part MORTGAGE RATE 5.563% MATURITY DATE May 11, 2011 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 84 / 300 REMAINING TERM / AMORTIZATION 83 / 299 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes / Yes GROUND LEASE(2) $1,500,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $54,350 ADDITIONAL FINANCING Subordinate Debt $ 1,899,788 TRUST ASSET LOAN PAIR(3) ----------- ------------ CUT-OFF DATE PRINCIPAL BALANCE $23,067,933 $24,967,721 CUT-OFF DATE PRINCIPAL BALANCE/ROOM $230,679 $249,677 CUT-OFF DATE LTV RATIO 60.7% 65.7% MATURITY DATE LTV RATIO 51.6% 56.4% UW NCF DSCR 1.79x 1.56x -------------------------------------------------------------------------------- (1) Unless indicated otherwise, all statistical information with respect to Ocean Key House Resort mortgage loan excludes the subordinate companion loan which is not included in the trust. (2) To be released upon the extension by the State of Florida of the submerged lands ground lease for 10 years. (3) Includes subordinate companion loan. [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 1 LOCATION Key West, FL Hospitality -- Full PROPERTY TYPE Service SIZE (ROOMS) 100 OCCUPANCY % AS OF MARCH 31, 2004 (TTM AVERAGE) 81.4% YEAR BUILT / YEAR RENOVATED 1984 / 2002 APPRAISED VALUE $38,000,000 PROPERTY MANAGEMENT Noble House Hotels and Resorts UW ECONOMIC OCCUPANCY % 80.0% UW REVENUES $13,189,308 UW EXPENSES $9,471,553 UW NET OPERATING INCOME (NOI) $3,717,754 UW NET CASH FLOW (NCF) $3,058,289 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FACILITY SUMMARY -------------------------------------------------------------------------------- RENTAL RATES GUESTROOMS NUMBER RANGE -- 2004 ---------- ------ -------------- STANDARD GUESTROOMS 16 $249 -- $499 JUNIOR SUITES 34 $289 -- $559 DELUXE OCEANFRONT ROOMS 7 $339 -- $559 LARGE ONE-BEDROOM SUITES 25 $339 -- $669 OCEANFRONT ONE-BEDROOM SUITES 7 $409 -- $669 TWO-BEDROOM SUITES 11 $559 -- $1,049 -- -------------- TOTAL / AVERAGE: 100 $337 -- $631 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 96 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 97 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- HALL OFFICE PARK -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CDCMC CUT-OFF DATE PRINCIPAL $21,914,934 BALANCE PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Craig Hall OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.975% MATURITY DATE February 1, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 116 / 356 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $3,872 TI/LC $10,416.67 / mo. thru 1/1/09 $31,250 / mo. thereafter ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $21,914,934 CUT-OFF DATE PRINCIPAL BALANCE/SF $94 CUT-OFF DATE LTV RATIO 73.0% MATURITY DATE LTV RATIO 62.1% UW NCF DSCR 1.30x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Frisco, TX PROPERTY TYPE Office - Suburban SIZE (SF) 232,177 OCCUPANCY % AS OF JANUARY 28, 2004 90.9% YEAR BUILT / YEAR RENOVATED 2002 / NAP APPRAISED VALUE $30,000,000 PROPERTY MANAGEMENT Hall Phoenix/Inwood, Ltd. and Hall Financial Group UW ECONOMIC OCCUPANCY % 91.0% UW REVENUES $4,148,976 UW EXPENSES $1,759,223 UW NET OPERATING INCOME (NOI) $2,389,753 UW NET CASH FLOW (NCF) $2,048,692 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 98 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- HALL OFFICE PARK --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------ RATINGS NET FITCH/ RENTABLE MOODY'S/ AREA % OF ACTUAL % OF DATE OF LEASE TENANT NAME S&P(1) (SF) NET RENTABLE AREA RENT PSF RENT ACTUAL RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------ EADS Telecom North America, Inc. NR/A3/A 115,856 49.9% $ 19.50 $2,259,192 58.8% 10/31/14 G.E. Capital Card Services NR/Aaa/AAA 36,823 15.9 17.85 657,291 17.1 10/31/09 Option One Mortgage NR/NR/BBB+ 21,835 9.4 10.40 227,084 5.9 12/31/09 G.E. Capital Assurance NR/Aaa/AAA 11,884 5.1 18.80 223,419 5.8 11/30/07 NTEC For Technology NR/NR/NR 10,795 4.7 19.50 210,503 5.5 5/30/08 NON-MAJOR TENANTS 13,893 6.0 $ 19.11 265,434 6.9 VACANT SPACE 21,091 9.1 ------- ----- ---------- ----- TOTAL 232,177 100.0% $3,842,923 100.0% ======= ===== ========== ===== ------------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 99 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- SHERATON SUITES -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $20,941,941 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Wedge Hotels Corporation, GS Hotel Managment LLC, GS Hotel Investment LLC OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.920% MATURITY DATE April 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 300 REMAINING TERM / REMAINING AMORTIZATION TERM 118 / 298 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes / No FF&E 29,667 ONGOING MONTHLY RESERVES TAX MONTHLY / INSURANCE MONTHLY Yes / No FF&E MONTHLY 4% of Gross Revenue ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $20,941,941 CUT-OFF DATE BALANCE/ROOM $74,526 CUT-OFF DATE LTV RATIO 63.5% MATURITY DATE LTV RATIO 49.1% UW NCF DSCR 1.44x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Houston, TX PROPERTY TYPE Hospitality-Full Service SIZE (ROOMS) 281 OCCUPANCY % AS OF DECEMBER 31, 2003 (TTM AVERAGE) 59.5% YEAR BUILT / YEAR RENOVATED 2000 / NAP APPRAISED VALUE $33,000,000 PROPERTY MANAGEMENT WEDGE Hotels Management Corporation UW ECONOMIC OCCUPANCY % 59.5% UW REVENUES $8,038,887 UW EXPENSES $5,391,406 UW NET OPERATING INCOME (NOI) $2,647,481 UW NET CASH FLOW (NCF) $2,325,926 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SHERATON SUITES -------------------------------------------------------------------------------- 2001 AVERAGE 2002 AVERAGE 2003 AVERAGE ------------ ------------ ------------ OCCUPANCY 69.3% 63.7% 59.5% ADR 113.58 123.68 114.76 REV PAR 78.70 78.74 68.26 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 100 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 101 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 400 ATLANTIC AVENUE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $19,161,641 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Kenneth H. Simpson OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.600% MATURITY DATE April 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 118 / 358 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $0 ENGINEERING $811,815 ENVIRONMENTAL $0 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT $0 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $19,161,641 CUT-OFF DATE PRINCIPAL BALANCE / SF $192 CUT-OFF DATE LTV RATIO 72.9% MATURITY DATE LTV RATIO 61.2% UW NCF DSCR 1.35x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Boston, MA PROPERTY TYPE Office, CBD SIZE (SF) 99,749 OCCUPANCY % AS OF DECEMBER 29, 2003 100.0% YEAR BUILT / YEAR RENOVATED 1899 / 1984 APPRAISED VALUE $26,300,000 PROPERTY MANAGEMENT Northland Investment Corp. UW ECONOMIC OCCUPANCY % 90.0% UW REVENUES $3,397,513 UW EXPENSES $1,437,934 UW NET OPERATING INCOME (NOI) $1,959,580 UW NET CASH FLOW (NCF) $1,786,295 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 102 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- 400 ATLANTIC AVENUE --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------- RATINGS NET % OF NET DATE OF FITCH/MOODY'S/ RENTABLE RENTABLE ACTUAL LEASE TENANT NAME S&P(1) AREA (SF) AREA RENT PSF RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------- Goulston & Storrs, P.C. NR/NR/NR 99,749 100.0% $ 34.75 $3,466,278 5/31/14 ------ ----- TOTALS 99,749 100.0% ====== ===== -------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 103 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- VICTORIA MALL -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CDCMC CUT-OFF DATE PRINCIPAL BALANCE $18,786,388 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Hull Storey Retail Group LLC OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.910% MATURITY DATE October 9, 2013 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION 120 / 300 REMAINING TERM / AMORTIZATION 112 / 292 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $273,903 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $5,575 TI/LC $27,084 /mo. thru 12/9/06; & $18,750 / mo. thereafter ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $18,786,388 CUT-OFF DATE PRINCIPAL BALANCE/SF $42 CUT-OFF DATE LTV RATIO 65.7% MATURITY DATE LTV RATIO 51.3% UW NCF DSCR 1.44x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Victoria, TX PROPERTY TYPE Retail - Regional Mall SIZE (SF) 445,862 OCCUPANCY % AS OF JANUARY 31, 2004 87.5% YEAR BUILT / YEAR RENOVATED 1981 / 1998 APPRAISED VALUE $28,600,000 PROPERTY MANAGEMENT Hull Story Retail Group, LLC UW ECONOMIC OCCUPANCY % 86.6% UW REVENUES $5,225,723 UW EXPENSES $2,856,906 UW NET OPERATING INCOME (NOI) $2,368,817 UW NET CASH FLOW (NCF) $2,092,081 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 104 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- VICTORIA MALL --------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY ---------------------------------------------------------------------------------------------------------------------- RATINGS NET % OF DATE OF FITCH/MOODY'S/ RENTABLE NET RENTABLE % OF LEASE TENANT NAME S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION ---------------------------------------------------------------------------------------------------------------------- Sears BBB+/Baa1/BBB 82,743 18.6% $ 2.35 $ 194,034 6.2% 10/31/30 Cinemark NR/NR/NR 43,708 9.8 12.25 535,423 17.1 5/31/12 Bealls NR/NR/NR 40,451 9.1 5.00 202,255 6.4 12/31/05 Old Navy(2) BB+/Ba3/BB+ 25,000 5.6 0.00 0 0.0 8/31/05 Sears Service Center BBB+/Baa1/BBB 18,700 4.2 2.20 41,140 1.3 8/25/30 NON-MAJOR TENANTS 179,334 40.2 12.09 2,167,452 69.0 ----- VACANT SPACE 55,926 12.5 0.00 ------- ------ ----------- TOTAL 445,862 100.00% $3,140,304 100.0% ======= ====== =========== ===== ----------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of parent company whether or not the parent company guarantees the lease. (2) Under the current lease, Old Navy is only required to pay rent based on percentage of sales. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 105 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DELRAY BAY APARTMENTS -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $17,500,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Olen Communities, Inc. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.920% ANTICIPATED REPAYMENT DATE June 11, 2014 AMORTIZATION TYPE Partial IO/ARD INTEREST ONLY PERIOD 24 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 120 / 360 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / No REPLACEMENT $3,458 PERFORMANCE(1) $5,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / No REPLACEMENT $3,458 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $17,500,000 CUT-OFF DATE PRINCIPAL BALANCE/UNIT $105,422 CUT-OFF DATE LTV RATIO 78.5% MATURITY DATE LTV RATIO 67.8% UW NCF DSCR(2) 1.56x -------------------------------------------------------------------------------- (1) Provided at closing as additional collateral for the loan. The borrower may obtain a partial or full release of the occupancy reserve upon the satisfaction of the following conditions: (i) up to $1,500,000 may be released at such time as the total collections from the mortgaged property equal or exceed $179,000/month for a consecutive 3-month period, (ii) an additional $1,500,000 may be released at such time as the total collections from the mortgaged property equal or exceed $190,000/month for a consecutive 3-month period and (iii) the remaining balance may be released at such time as the total collections from the mortgaged property equal or exceed $202,000/month for a consecutive 3-month period. (2) The debt service coverage ratio is presented on an adjusted basis that: (a) takes into account various assumptions regarding the financial performance of the related mortgaged real property that are consistent with the release of the cash holdback and/or letters of credit; and/or (b) reflects an application of the cash holdback and/or letter of credit to pay down the mortgage loan, with a corresponding reamortization of the monthly debt service payment. [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 1 LOCATION Delray Beach, FL PROPERTY TYPE Multifamily -- Conventional SIZE (UNITS) 166 OCCUPANCY % AS OF APRIL 20, 2004 86.8% YEAR BUILT / YEAR RENOVATED 2002 / NAP APPRAISED VALUE $22,300,000 PROPERTY MANAGEMENT Realty Services Corp UW ECONOMIC OCCUPANCY % 88.8% UW REVENUES $2,321,767 UW EXPENSES $1,037,639 UW NET OPERATING INCOME (NOI) $1,284,128 UW NET CASH FLOW (NCF) $1,242,628 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 106 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- DELRAY BAY APARTMENTS --------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------- UNIT MIX -------------------------------------------------------------------------------------------------- APPROXIMATE APPROXIMATE % OF NET ASKING UNIT SIZE NET RENTABLE RENTABLE RENTAL UNIT TYPE NO. OF UNITS (SF) AREA (SF) AREA RANGE -------------------------------------------------------------------------------------------------- 1-BR/1-BA 38 824 31,312 15.8% $950 1-BR/1-BA 28 933 26,124 13.2 $975 2-BR/2-BA 2 1,301 2,602 1.3 $1,100 2-BR/2-BA 34 1,353 46,002 23.2 $1,280 2-BR/2-BA 30 1,373 41,190 20.7 $1,305 3-BR/2-BA 16 1,449 23,184 11.7 $1,365 3-BR/2-BA 16 1,543 24,688 12.4 $1,405 3-BR/2-BA 2 1,800 3,600 1.8 $1,800 -- ----- ------ ----- TOTAL/WEIGHTED AVERAGE 166 1,197 198,702 100.0% $1,182/$0.99/SF === ===== ======= ===== --------------------------------------------------------------------------------------------------
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 107 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- THE YARDS PLAZA -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $17,460,861 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition David Walker and Aria SPONSOR Mehrabi OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.070% MATURITY DATE April 11, 2014 AMORTIZATION TYPE ARD ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 118 / 358 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $4,471 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $4,471 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $17,460,861 CUT-OFF DATE PRINCIPAL BALANCE/SF $66 CUT-OFF DATE LTV RATIO 79.4% MATURITY DATE LTV RATIO 65.5% UW NCF DSCR 1.24x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 1 LOCATION Chicago, IL PROPERTY TYPE Retail -- Anchored SIZE (SF) 265,359 OCCUPANCY % AS OF MARCH 11, 2004 100.0% YEAR BUILT / YEAR RENOVATED 1990 / NAP APPRAISED VALUE $22,000,000 PROPERTY MANAGEMENT Edgemark Asset Management, LLC UW ECONOMIC OCCUPANCY % 95.0% UW REVENUES $3,257,974 UW EXPENSES $1,666,583 UW NET OPERATING INCOME (NOI) $1,591,391 UW NET CASH FLOW (NCF) $1,403,834 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 108 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- THE YARDS PLAZA --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ NET % OF NET DATE OF RATINGS(1) RENTABLE RENTABLE % OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Dominick's (Value City) Baa2/BBB/BBB 93,368 35.2% $10.08 $ 941,029 50.8% 2/28/12 Food for Less Baa2/BBB/BBB 82,620 31.1 4.00 330,480 17.9 10/31/17 Burlington Coat Factory NR/NR/NR 52,875 19.9 0.00 (2) 0(2) 0.0(2) 7/31/06 Back of the Yards Library NR/NR/NR 5,996 2.3 17.47 104,768 5.7 10/31/04 Kay Bee Toys NR/NR/NR 5,902 2.2 10.06 59,350 3.2 9/30/07 Non-major tenants 24,598 9.3 16.87 415,041 22.4 Vacant Space 0 0.0 -- 0.0 ------ ----- ------------ ------- TOTAL 265,359 100.0% $ 1,850,668 100.0% ======= ===== ============ ======= ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain Ratings are those of the parent company whether or not the parent company gurantees the lease. (2) Under the current lease, Burlington Coat Factory is only required to pay rent based on percentage of sales. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 109 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CARMEL RANCHO SHOPPING CENTER -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $15,689,288 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Prim Ridge, Inc., Wayne Prim, Jr., Dorla 308, Inc. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.990% MATURITY DATE February 1, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 116 / 356 LOCKBOX None UP-FRONT RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT $0 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT $0 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $15,689,288 CUT-OFF DATE PRINCIPAL BALANCE/SF $137 CUT-OFF DATE LTV RATIO 78.8% MATURITY DATE LTV RATIO 67.1% UW NCF DSCR 1.25x -------------------------------------------------------------------------------- [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Carmel, CA PROPERTY TYPE Retail, Anchored SIZE (SF) 114,897 OCCUPANCY % AS OF OCTOBER 18, 2003 96.2% YEAR BUILT / YEAR RENOVATED 1962 / NAP APPRAISED VALUE $19,900,000 PROPERTY MANAGEMENT Prim & Associates UW ECONOMIC OCCUPANCY % 85.1% UW REVENUES $1,795,883 UW EXPENSES $372,607 UW NET OPERATING INCOME (NOI) $1,423,276 UW NET CASH FLOW (NCF) $1,355,119 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 110 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CARMEL RANCHO SHOPPING CENTER --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ RATINGS NET DATE OF FITCH/MOODY'S/ RENTABLE % OF NET ACTUAL % OF LEASE TENANT NAME S&P(1) AREA (SF) RENTABLE AREA RENT PSF RENT ACTUAL RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Brinton's (Ace Hardware) NR/NR/NR 37,773 32.9% $ 10.51 $ 396,882 27.0% 7/31/08 Albertson's BBB / Baa2 / BBB 30,000 26.1 $ 2.00 60,000 4.1 10/31/07 Prudential Securities A / A3 / A- 9,160 8.0 $ 27.00 247,320 16.8 2/28/07 Cornucopia Market NR/NR/NR 5,855 5.1 $ 21.13 123,744 8.4 6/30/09 Citibank AA+ / Aa1 / AA- 3,519 3.1 $ 32.50 114,375 7.8 11/30/05 Non-Major Tenants 24,219 21.1 $ 21.85 529,121 36.0 ------ ----- ------- ---------- Occupied Total 110,526 96.2 $ 13.31 $1,471,442 100.0% Vacant Space 4,371 3.8 ------- ----- TOTALS 114,897 100.0% ======= ===== ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 111 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CUMBERLAND OFFICE PARK -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN INFORMATION -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE PRINCIPAL BALANCE $15,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Grant M. Wilson, Richard G. Fownes OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.650% MATURITY DATE April 11, 2014 AMORTIZATION TYPE Partial IO/ARD INTEREST ONLY PERIOD 48 ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 118 / 360 LOCKBOX Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / No TI/LC(1) $250,000 OTHER(2) $573,090 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / (3) TI/LC (4) REPLACEMENT $1,316 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $15,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $104 CUT-OFF DATE LTV RATIO 74.4% MATURITY DATE LTV RATIO 68.1% UW NCF DSCR 1.34x -------------------------------------------------------------------------------- (1) An upfront reserve of $250,000 was required for tenant improvements and leasing commissions. (2) An upfront reserve of $394,590 was taken at closing related to tenant improvement allowances owed to 3 specified tenants, as well as $179,100 related to free rent for 2 tenants. (3) Monthly reserves for insurance are required by borrower, at lender's option, if (i) an event of default occurs or (ii) borrower fails to deliver paid receipts or other proof evidencing the payment of insurance premiums within 15 days prior to the expiration of any insurance policies obtained by borrower. (4) If Unipro Foodservice, Inc. fails to exercise its extension option before the lease end date in August 2012, a deposit of $150,000 is required for tenant improvements and leasing commissions. [PICTURE OMITTED] -------------------------------------------------------------------------------- PROPERTY INFORMATION -------------------------------------------------------------------------------- NUMBER OF MORTGAGED REAL PROPERTIES 1 LOCATION Atlanta, GA PROPERTY TYPE Office - Suburban SIZE (SF) 143,546 OCCUPANCY % AS OF MARCH 04, 2004 87.2% YEAR BUILT / YEAR RENOVATED 1998 / NAP APPRAISED VALUE $20,150,000 PROPERTY MANAGEMENT Research Management Corp. UW ECONOMIC OCCUPANCY % 87.2% UW REVENUES $2,763,443 UW EXPENSES $1,209,113 UW NET OPERATING INCOME (NOI) $1,554,330 UW NET CASH FLOW (NCF) $1,394,951 -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 112 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 -------------------------------------------------------------------------------- CUMBERLAND OFFICE PARK --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY ------------------------------------------------------------------------------------------------------------------------------------ NET % OF NET RATINGS RENTABLE RENTABLE % OF DATE OF LEASE TENANT FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION ------------------------------------------------------------------------------------------------------------------------------------ Unipro Food Service NR/NR/NR 52,315 36.4% $ 19.50 $ 1,020,143 40.7% 8/31/12 Thomas Concrete of Georgia NR/NR/NR 20,590 14.3 $ 19.00 391,210 15.6 12/31/09 World Travel Partners I, LLC NR/NR/NR 13,780 9.6 $ 18.00 248,040 9.9 8/31/10 P & O Nedlloyd Limited NR/NR/NR 13,212 9.2 $ 21.75 287,402 11.5 7/31/09 Aspect Communications NR/B/NR 11,655 8.1 $ 19.50 227,273 9.1 4/30/07 Non-major tenants 13,664 9.5 $ 24.12 329,636 13.2 Vacant Space 18,330 12.8 -- 0.0 ------ ----- ----------- ----- TOTAL 143,546 100.0% $ 2,503,703 100.0% ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 113 PRELIMINARY -- SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. 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. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 114