March 9, 2012 SUMMARY OF KEY TERMS The following information is presented as a summary of principal terms only and is qualified in its entirety by reference to, and does not purport to be a complete description of all material terms of the Investor agreements governing the entities comprising the Partnership, the subscription agreements relating thereto and one or more investment management agreements (collectively, the "Operative Agreements'). Prior to making any investment in the Partnership, the Operative Agreements should be reviewed carefidly. If the terms described in this Summary of Key Terms are inconsistent with or contrary to the terms of the Operative Agreements, the Operative Agreements will control. Background The Venture The Partnership General Partner Through its servicing platform, C-Ill has unique access to a proprietary pipeline of approximately $170B of loans that are scheduled to mature over the next several years. The maturing loan pipeline over the next 3 years approximates $70 billion of mortgage loans. A substantial majority of these loans were originated in more aggressive financing and real estate markets and will be in need of floating rate bridge financing to assist in the recapitalization of the assets. C-Ill has traditionally provided floating rate refinancing to borrowers seeking (i) short term bridge loans to Agency (Fannie Mae, Freddie Mac, or FHA) refinancing, (ii) longer term floating rate financing to allow for property stabilization; and (iii) interim financing as a bridge to a property sale. Typical loan structures generally include: (a) loan terms of 6 months to 5 years; (b) leverage on average of 70-75% of cost and appraised value, not to exceed 80%; (c) interest rates of Libor +350 to 650 basis points; (d) minimum debt service coverage ratios of 1.2x on stabilized Net Operating Income. C-Ill and (the "Investor") seek to form a venture to participate in the right of first opportunity to purchase t