PNC MORTGAGE ACCEPTANCE CORP
8-K, EX-99.1, 2000-05-31
ASSET-BACKED SECURITIES
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                           $718,281,000 (Approximate)
                          PNC Mortgage Acceptance Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

--------------------------------------------------------------------------------
Morgan Stanley Dean Witter                                          May 26, 2000
Securitized Products Group      Morgan Stanley Dean Witter
--------------------------------------------------------------------------------

                                 CMBS New Issue
                          PNC Mortgage Acceptance Corp.
                                 Series 2000-C1
                             Preliminary Term Sheet

                         -----------------------------
                      Expected Pricing Date: June [ ], 2000
                         -----------------------------

                                  $718,281,000
                                  (Approximate)

                           Midland Loan Services, Inc.
                                    CIBC Inc.
                         Residential Funding Corporation
                                   as Sellers
                 Midland Loan Services, Inc., as Master Servicer
            GMAC Commercial Mortgage Corporation, as Special Servicer
                  Commercial Mortgage Pass-Through Certificates

                         -----------------------------

MORGAN STANLEY DEAN WITTER                                  PNC CAPITAL MARKETS
                              CIBC WORLD MARKETS CORP.
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  information  purposes  and is  not an  offer  to buy or  sell  or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns  detailed.  Morgan  Stanley & Co.  Incorporated,  Goldman,
Sachs  &  Co.  and  Norwest   Investment   Services,   Inc.   (collectively  the
"Underwriters")  disclaim any and all  liability  relating to this  information,
including  without  limitation  any  express  or  implied   representations  and
warranties for,  statements  contained in, and omissions from, this information.
Additional  information is available upon request.  The  Underwriters and others
associated  with them may have  positions  in,  and may effect  transaction  in,
securities and instruments of issuers  mentioned  herein and may also perform or
seek to perform  investment  banking services for the issuers of such securities
and  instruments.  Past  performance  is not  necessarily  indicative  of future
results.  Price and  availability  are subject to change  without  notice.  This
material may be filed with the  Securities and Exchange  Commission  (the "SEC")
and  incorporated  by  reference  into  an  effective   registration   statement
previously  filed  with the SEC under  Rule 415 of the  Securities  Act of 1933,
including in cases where the material  does not pertain to  securities  that are
ultimately offered for sale pursuant to such registration  statement.  To Morgan
Stanley's readers worldwide: In addition,  please note that this publication has
been issued by Morgan  Stanley & Co.  Incorporated,  approved by Morgan  Stanley
International Limited, a member of The Securities and Futures Authority,  any by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated,  Morgan Stanley International
or Morgan Stanley Japan Ltd.  representative  about the  investments  concerned.

NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
                               FUTURES AUTHORITY
--------------------------------------------------------------------------------
<PAGE>
                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1


Transaction Highlights
----------------------
> Contributors:
     --------------------------------------------------------------
                  No. of
     Sellers      Loans        Cut-Off Date Balance      % of Pool
     --------------------------------------------------------------
      Midland      107           $418,607,493               52.2%
      CIBC          58            229,963,790               28.7
      RFC           60            153,977,687               19.2
     --------------------------------------------------------------
     Total:       225           $802,548,970              100.0%
     --------------------------------------------------------------
> Loan Pool:
  o  Average Loan Balance:  $3.6 million     o  Five Largest Loans/Loan Groups:
     (0.4% of Pool)                             13.4% of Pool
  o  Largest Loan Balance: $27.2 million     o  Ten Largest Loans/Loan Groups:
     3.4% of Pool                               22.8% of Pool

> Credit Statistics:
  o  Weighted average debt service           o  Weighted average cut-off date
     coverage ratio of  1.35x                   loan-to-value ratio of  70.6%

> Property Types:
  o  Retail, office, industrial & multifamily properties comprise 90.7% of the
     Pool

          Retail         29.6%
          Multi-Family   28.5%
          Mixed Use       1.3%
          Other           0.1%
          Self Storage    1.3%
          Hospitality     6.7%
          Industrial     16.6%
          Office         16.1%

> Call Protection:
  o  Lockout period followed by defeasance: 69.8% of Pool
  o  Lockout  period followed by yield maintenance or the greater of yield main-
     tenance and 1% or 5% of the principal amount prepaid: 30.1% of Pool
  o  Lockout period followed by declining penalty: 0.1% of Pool

> Collateral Terms:  The Pool has a WAC of 8.104 and a WAM of 114 months

> Collateral Information:   Updated loan information will be part of the monthly
  remittance   report available from the Trustee in addition to detailed payment
  and   delinquency  information.   Updated  property  operating  and  occupancy
  information,  to  the extent  delivered  by  borrowers,  will be  available to
  Certificateholders from the Master Servicer

> Bond Information: Cash flows are expected to be modeled by TREPP, CONQUEST and
  INTEX and are expected to be available on BLOOMBERG

> It is expected that this transaction  will be included as a part of the Lehman
  Aggregate Bond Index

                                      T-1
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.

--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1


Offered Certificates
--------------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                   Rating    Average              Scheduled     Initial
                     Subordination (Fitch/    Life   Principal     Final     Pass-Through
 Class    Amount(1)    Levels      Moody's)  (years)  Window(3) Distribution    Rate(4)
                                               (2)                 Date            (5)
-------------------------------------------------------------------------------------------
<S>      <C>            <C>        <C>        <C>     <C>        <C>               <C>
  A-1    $150,859,000   23.50%     AAA/Aaa    5.70      1-96     6/15/2008         [ ]
-------------------------------------------------------------------------------------------
  A-2    $463,090,000   23.50%     AAA/Aaa    9.07     96-117    2/15/2010         [ ]
-------------------------------------------------------------------------------------------
  B       $34,109,000   19.25%     AA/Aa2     9.67    117-118    3/15/2010         [ ]
-------------------------------------------------------------------------------------------
  C                     15.00%      A/A2      9.74    118- 118   3/15/2010         [ ]
          $34,108,000
-------------------------------------------------------------------------------------------
  D                     13.75%      A-/A3     9.74    118-118    3/15/2010         [ ]
          $10,032,000
-------------------------------------------------------------------------------------------
  E                     10.50%    BBB/Baa2    9.75    118-119    4/15/2010         [ ]
          $26,083,000
-------------------------------------------------------------------------------------------

Private Certificates (6)
------------------------
     -------------------------------------------------------------------------------------------
                                                                      Scheduled
                                         Rating                         Final        Initial
                          Subordination  (Fitch/  Average  Principal Distribution  Pass-Through
      Class    Amount(1)     Levels     Moody's)  Life(2)   Window(3)   Date       Rate(4)(5)(7)
     -------------------------------------------------------------------------------------------
        X         --           --         --       --        --          --             [ ]
       F-O     $84,267,969     --         --       --        --          --             [ ]
     -------------------------------------------------------------------------------------------

Notes:
     (1)  In the case of each such  Class,  subject to a  permitted  variance of
          plus or minus 5%. The Class X  Notional  Amount is equal to the sum of
          all Certificate Balances outstanding from time to time.
     (2)  Based   on  Maturity  Assumptions  and a 0%  CPR as  described  in the
          Prospectus Supplement.
     (3)  Principal   Window is the  period  (expressed  in terms of months  and
          commencing   with the month of the  first  Distribution  Date)  during
          which   distributions  of  principal  are  expected  to be made to the
          holders  of each  designated  Class in  accordance  with the  Maturity
          Assumptions and a 0% CPR as described in the Prospectus Supplement.
     (4)  Other than the Class B,  Class C, Class D  and Class E of the  offered
          certificates  and  Class X  and Class F of the  private  certificates,
          each  Class of Certificates will accrue interest  generally at a fixed
          rate of interest subject to a WAC cap.
     (5)  The  Pass-Through  Rates  on each of the Classes will be determined at
          pricing.
     (6)  Certificates to be offered privately pursuant to Rule 144A.
     (7)  The  Pass-Through   Rate   on  the  Class  X   Certificates   on  each
          Distribution Date will equal, in general,  the  NWAC  Rate  minus  the
          weighted average of the  Pass-Through   Rates   of  the   classes   of
          certificates that are entitled to distributions of principal.

</TABLE>

                                      T-2
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.

--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

  I. Issue Characteristics
     ---------------------
     Issue Type:            Public: Class A-1, A-2, B, C, D and E  (the "Offered
                            Certificates")

                            Private (Rule 144A): Class X, F, G, H, J, K, L, M, N
                            and O

     Securities Offered:    Six monthly pay, multi-class sequential pay commer-
                            cial mortgage  REMIC Pass-Through Certificates, in-
                            cluding  2  fixed-rate   principal   and   interest
                            classes (A-1 and A-2) and 4 weighted  average coupon
                            based principal and interest classes (B, C, D and E)

     Collateral:            The  collateral consists of a $802,548,970  pool  of
                            fixed-rate commercial and multifamily Mortgage Loans

     Sellers:               Midland Loan Services, Inc., CIBC Inc. and  Residen-
                            tial Funding Corporation

     Book-Running Manager:  Morgan Stanley & Co. Incorporated

     Co-Lead Managers:      Morgan  Stanley & Co. Incorporated and  PNC  Capital
                            Markets Inc.

     Co-Manager:            CIBC World Markets Corp.

     Master Servicer:       Midland Loan Services, Inc.

     Special Servicer:      GMAC Commercial Mortgage Corporation

     Trustee/Fiscal Agent:  LaSalle Bank National Association

     Pricing Date:          On or about June [  ], 2000

     Closing Date:          On or about June [  ], 2000

     Distribution Dates:    The 15th of each month, or if the 15th is not a bus-
                            iness day, the next business day beginning in  July,
                            2000

     Cut-Off Date:          June 1, 2000

     Minimum Denominations: $25,000 for Class A Certificates;  $50,000 for Class
                            B, C, D and E Certificates

     Settlement Terms:      DTC, Euroclear and Clearstream, same day funds, with
                            accrued interest

     Legal/Regulatory       Class A-1 and A-2 Certificates are  expected  to  be
     Status:                eligible for exemptive relief under ERISA.  No Class
                            of Certificates is SMMEA eligible

     Risk Factors:          THE  CERTIFICATES  INVOLVE A  DEGREE OF RISK AND MAY
                            NOT BE SUITABLE  FOR  ALL INVESTORS. SEE  THE  "RISK
                            FACTORS" SECTION OF THE  PROSPECTUS  SUPPLEMENT  AND
                            THE PROSPECTUS

                                      T-3


--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.

--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

II.  Structure Characteristics
     -------------------------
   Class A-1 and A-2  certificates  are  fixed-rate,  monthly pay,  multi-class,
   sequential  pay  REMIC  Pass-Through  Certificates.  The  Class B, C, D and E
   Certificates are weighted average coupon REMIC Pass-Through Certificates. The
   Class X  Certificates  are variable  rate  interest  only REMIC  Pass-Through
   Certificates.  All Classes of  Certificates  derive their cash flows from the
   entire pool of Mortgage Loans.

                                                        Class X (1)(2)
                                 ---------------------  --------------
Offered           Class A-1           Aaa / AAA                        $150.9MM
Certificates                     ---------------------  --------------

                                 ---------------------  --------------
                  Class A-2           Aaa / AAA                        $463.1MM
                                 ---------------------  --------------

                                 -------------------------------------
                  Class B                      Aa2 / AA                 $34.1MM
                                 -------------------------------------

                                 -------------------------------------
                  Class C                       A2 / A                  $34.1MM
                                 -------------------------------------

                                 -------------------------------------
                  Class D                      A3 / A-                  $10.0MM
                                 -------------------------------------

                                 -------------------------------------
                  Class E                     Baa2 / BBB                $26.1MM
                                 -------------------------------------


                                 -------------------------------------
Privately         Class F (2)                     -                     $12.0MM
Offered                          -------------------------------------
Certificates
                                 ----------  -------------------------
                  Classes G-O
                  (2)                -                                  $72.2MM
                                 ----------  -------------------------


Note:     (1)  Class X is entitled to interest  (on a notional  amount  equal to
               the aggregate pool balance) at an annual rate generally  equal to
               the difference  between the weighted  average of the net mortgage
               rates over the weighted average of the pass-through rates for the
               classes of Principal Balance Certificates.
          (2)  To be offered privately pursuant to Rule 144A

                                      T-4
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.

--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

      Interest                Each Class of Certificates (other than the Class V
      Distributions:          and Class R Certificates) will be entitled on each
                              Distribution  Date  to  interest  accrued  at  its
                              Pass-Through  Rate on the outstanding  Certificate
                              Balance or  Notional  Amount  of  such  Class,  as
                              applicable.

      Pass-Through Rates:     Class A-1:            [   ]
                              Class A-2:            [   ]
                              Class B:              [   ]
                              Class C:              [   ]
                              Class D:              [   ]
                              Class E:              [   ]
                              Classes F-O:           --
                              Class X:              See Note on page T-2

                              The Pass-Through  Rate for each class of Principal
                              Balance  Certificates  for any  Distribution  Date
                              will not exceed the Weighted  Average Net Mortgage
                              Rate ("NWAC") for such Distribution Date.

      Principal               Principal will be  distributed  on each  Distribu-
      Distributions:          tion Date to the most  senior  Class  (i.e.,   the
                              Class with the  earliest    alphabetical/numerical
                              Class  designation)  of  the  Principal    Balance
                              Certificates outstanding,  until  its  Certificate
                              Balance  is reduced  to zero  (sequential  order).
                              If, due to losses,  the   Certificate  Balances of
                              the Class B through Class O Certificates  are  re-
                              duced to zero, payments of  principal to the Class
                              A-1 and A-2 Certificates will be  made  on  a  pro
                              rata basis.

                                      T-5
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.

--------------------------------------------------------------------------------
<PAGE>
                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1


      Prepayment Premium      Any Prepayment Premium collected with respect to a
      Allocation:             Mortgage Loan during any   particular   Collection
                              Period will be  distributed to the holders of each
                              Class of  Principal  Certificates  (other  than an
                              excluded  class as defined below) then entitled to
                              distributions  of principal  on such  distribution
                              date.  Such class will be entitled to an aggregate
                              amount  (allocable  on a pro rata  basis  based on
                              principal payments if there is more than one Class
                              of Principal  Balance  Certificates  entitled to a
                              distribution of principal)  equal to the lesser of
                              (a) such  Prepayment  Premium Payment and (b) such
                              Prepayment   Premium   Payment   multiplied  by  a
                              fraction,  the  numerator of which is equal to the
                              excess,   if  any,   of  the   Pass-Through   Rate
                              applicable  to the most senior of such  Classes of
                              Principal  Balance  Certificates  then outstanding
                              (or,  in  the  case  of two  Classes  of  Class  A
                              Certificates,  the one  with the  earlier  payment
                              priority),  over the  relevant  Discount  Rate (as
                              defined  in the  Prospectus  Supplement),  and the
                              denominator  of which is equal to the  excess,  if
                              any, of the  Mortgage  Rate of the  Mortgage  Loan
                              that prepaid, over the relevant Discount Rate.

                              The  portion,  if any, of the  Prepayment  Premium
                              remaining  after such  payments  to the holders of
                              the  Principal   Balance   Certificates   will  be
                              distributed   to  the   holders  of  the  Class  X
                              Certificates.  For the purposes of the  foregoing,
                              the  classes  G,  H,  J,  K, L, M, N and O are the
                              excluded  classes.

                              The following is  an  example  of  the  Prepayment
                              Premium Allocation under (b) above  based  on  the
                              information contained  herein  and  the  following
                              assumptions:

                              o Two Classes of Certificates: Class A-1 and X
                              o The characteristics of the Mortgage Loan being
                                prepaid are as follows
                                -  Loan Balance: $10,000,000
                                -  Mortgage Rate: 8.00%
                                -  Maturity Date: 10 years (May 1, 2010)
                              o  The Discount Rate is equal to 5.75%
                              o  The  Class  A-1  Pass  Through Rate is equal to
                                 7.00%


<TABLE>
<CAPTION>

                                                     Class A-1              Class X
              Method                                Certificates          Certificates
--------------------------------------------       ---------------     ------------------

<S>                                                <C>                 <C>
(Class A-1 Pass Through Rate - Discount Rate)      (7,00% - 5.75%)     (100.00% - 55.56%)
---------------------------------------------      ---------------
    (Mortgage Rate - Discount Rate)                (8.00% - 5.75%)

                                                    --------------      -----------------
Prepayment Premium Allocation                           55.56%               44.44%

</TABLE>
                                      T-6

--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1


Credit Enhancement: Each Class of Certificates  (other than Classes A-1, A-2 and
                    X) will be  subordinate to all other Classes with an earlier
                    alphabetical Class designation.

 Advancing:         The Master  Servicer,  the Trustee and the Fiscal  Agent (in
                    that order) will each be  obligated to make P&I Advances and
                    Servicing Advances,  including delinquent property taxes and
                    insurance  (and the Special  Servicer  will be  obligated to
                    make emergency Servicing  Advances),  but only to the extent
                    that such Advances are deemed  recoverable.

Realized Losses     Realized  Losses  and  Expense  Losses,   if  any,  will  be
and Expense Losses: allocated  to the Class O,  Class N, Class M, Class L, Class
                    K,  Class J,  Class H,  Class G,  Class F, Class E, Class D,
                    Class C and Class B Certificates, in that order, and then to
                    Classes A-1 and A-2, pro rata, in each case reducing amounts
                    payable  thereto.  Any  interest  shortfall  of any Class of
                    Certificates  will result in unpaid  interest for such Class
                    which  will be  payable,  without  interest,  in  subsequent
                    periods, subject to available funds.

Prepayment/Balloon  For   any  Distribution  Date, any  Net Aggregate Prepayment
Interest            Interest    Shortfall   not  offset  by  the  Servicing  Fee
Shortfalls:         (but  not  to  exceed  0.02%  per   annum  per  loan),  will
                    generally   be   allocated   pro  rata  to  each   Class  of
                    Certificates  in proportion to its  entitlement to interest.

Appraisal           An  appraisal  reduction  generally  will be  created in the
Reductions:         amount,  if  any,  by  which  the  Principal  Balance  of  a
                    Specially Serviced Mortgage Loan (plus other amounts overdue
                    in  connection  with such loan) exceeds 90% of the appraised
                    value of the related Mortgaged  Property,  plus reserves for
                    escrows (other than taxes and insurance) that are pledged as
                    collateral for the loan. The Appraisal Reduction Amount will
                    reduce  proportionately  the amount of  delinquent  interest
                    advanced for such loan,  which  reduction  will  result,  in
                    general,  in a reduction  of interest  distributable  to the
                    most  subordinate  Class of  Principal  Balance  Certificate
                    outstanding.

                    An  Appraisal  Reduction  will be  reduced to zero as of the
                    date  the  related  Mortgage  Loan has  become  a  corrected
                    mortgage loan, as defined in the Prospectus Supplement.

                                      T-7
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>
                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1


Operating Adviser:  The  Operating  Adviser,  which  may  be  appointed  by  the
                    Controlling Class, will have the right to advise the Special
                    Servicer with respect to certain actions regarding Specially
                    Serviced Mortgage Loans.  Examples include the right to make
                    certain  modifications,   foreclose,   sell,  bring  an  REO
                    Property into environmental  compliance or accept substitute
                    or  additional  collateral.  In  addition,  subject  to  the
                    satisfaction of certain  conditions,  the Operating  Adviser
                    will have the  right to direct  the  Trustee  to remove  the
                    Special  Servicer and appoint a Successor  Special  Servicer
                    that must be acceptable to each Rating  Agency.

Controlling Class:  The Controlling Class will generally be the most subordinate
                    Class of  Certificates  outstanding  at any time or,  if the
                    Certificate  Balance  of such  Class is less than 25% of the
                    initial   Certificate   Balance  of  such  Class,  the  most
                    subordinate  Class of Principal Balance  Certificates  still
                    outstanding will be the controlling class.

Special Servicer:   In general, the Special Servicer has the right to modify the
                    terms of a Specially Serviced Mortgage Loan if it determines
                    that the  related  borrower  is in  default  or  default  is
                    reasonably  foreseeable and such modification would increase
                    the net present value of the proceeds to the Trust, provided
                    that the  Special  Servicer  generally  may not  extend  the
                    maturity  date of a Mortgage  Loan beyond two years prior to
                    the Rated Final Distribution Date.

Optional            The  majority  holders of the  Controlling  Class,  then the
Termination:        Master  Servicer,  then the  Special  Servicer  and then the
                    holder of a majority of the R-I  Certificates  will have the
                    option to purchase,  in whole but not in part, the remaining
                    assets  of the Trust on or after  the  Distribution  Date on
                    which the current  aggregate stated principal balance of the
                    Mortgage  Loans is less  than or equal to 1% of the  initial
                    aggregate  stated  principal  balance of the Mortgage Loans.
                    Such  purchase  price will  generally be at a price equal to
                    the  unpaid  aggregate  Scheduled  Principal  Balance of the
                    Mortgage  Loans,   plus  accrued  and  unpaid  interest  and
                    unreimbursed  Advances.

Reports to          The   Trustee    will    prepare    and   deliver    monthly
Certificateholders: Certificateholder Reports. The Special Servicer will prepare
                    and deliver to the Trustee a monthly Special Servicer Report
                    summarizing the status of each Specially  Serviced  Mortgage
                    Loan.  The Master  Servicer  and the Special  Servicer  will
                    prepare and deliver to the Trustee an annual report  setting
                    forth,  among other things, the debt service coverage ratios
                    for each Mortgage  Loan,  as available.  Each of the reports
                    will  be  available  to  the  Certificateholders.  A  report
                    containing  information regarding the Mortgage Loans will be
                    available electronically at www.lnbabs.com
                                                --------------

                                      T-8
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

III. Sellers        Midland Loan Services, Inc.
     -------        ---------------------------
                    The Mortgage Pool includes 107 Mortgage Loans,  representing
                    approximately 52.2% of the Initial Pool Balance,  which were
                    originated by or on behalf of Midland Loan Services, Inc.
                    ("MLS").

                    MLS is a  wholly  owned  subsidiary  of PNC  Bank,  National
                    Association.  MLS which  originates  and  acquires  mortgage
                    loans  secured by mortgages on  commercial  and  multifamily
                    real estate. PNC Capital Markets is an affiliate of MLS.

                    CIBC Inc.
                    ---------
                    The Mortgage Pool includes 58 Mortgage  Loans,  representing
                    approximately 28.7% of the Initial Pool Balance,  which were
                    either  acquired or  originated by or on behalf of CIBC Inc.

                    CIBC  Inc.  is  a  majority  owned  subsidiary  of  Canadian
                    Imperial Holdings Inc. and is incorporated under the laws of
                    Delaware.  Canadian Imperial Holdings Inc. is a wholly owned
                    subsidiary of CIBC Delaware  Holdings Inc.,  also a Delaware
                    corporation, which is a subsidiary of Canadian Imperial Bank
                    of Commerce,  a bank chartered under the Bank Act of Canada.
                    CIBC Inc. is a commercial  finance  company that  originates
                    commercial  and  multi-family  real estate loans,  purchases
                    participations   in  loans  from  third-party   lenders  and
                    otherwise  extends  credit to Fortune 1000  companies.  CIBC
                    Inc. is an affiliate of CIBC World Markets  Corp.,  formerly
                    known as CIBC Oppenheimer Corp.

                    Residential Funding Corporation
                    -------------------------------
                    The Mortgage Pool includes 60 Mortgage  Loans,  representing
                    approximately 19.2% of the Initial Pool Balance,  which were
                    either acquired or originated by or on behalf of Residential
                    Funding Corporation ("RFC").

                    RFC is a direct  wholly owned  subsidiary  of GMAC  Mortgage
                    Group,  Inc.  RFC  Commercial  is a  division  of RFC  which
                    originates and acquires  mortgage loans secured by mortgages
                    on commercial and multifamily real estate.

                                      T-9
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

IV.     Collateral Description
        -----------------------
        Summary:    The Mortgage  Pool consists of an  $802,548,970  pool of 225
                    fixed-rate, first lien mortgage loans secured by first liens
                    on commercial and multifamily  properties located throughout
                    36 jurisdictions. As of the Cut-Off Date, the Mortgage Loans
                    have a  weighted  average  mortgage  rate  of  8.104%  and a
                    weighted  average  remaining term to maturity of 114 months.
                    See the  Appendices to the  Prospectus  Supplement  for more
                    detailed collateral information.


        Seismic     For  loans  originated  by  Midland,  RFC or CIBC,  all loan
        Review      requests  secured by properties in California are subject to
        Process:    a third party seismic report.

                    Generally,  any proposed loan originated by Midland,  RFC or
                    CIBC as to which the property was estimated to have a PML in
                    excess of 20% of the estimated replacement cost would either
                    be subject to a lower loan-to-value limit at origination, be
                    conditioned   on  seismic   upgrading,   be  conditioned  on
                    satisfactory earthquake insurance or be declined.

                                      T-10
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

<TABLE>
<CAPTION>

                                            Top Ten Mortgage Loans
                                            ----------------------

                                                                                                             Current
                                                                                Percent     Units/            Loan     Balloon
                                                       Property    Current        of        Square             to      Loan to
Property Name                City            State     Type         Balance     Balance      Feet     DSCR    Value     Value
---------------------------- ------------    -----     ----------- -----------  -------    -------    ----   -------   --------
<S>                          <C>             <C>       <C>         <C>          <C>        <C>        <C>     <C>       <C>
Campus Apartments            Philadelphia    PA        Multifamily $27,208,269  3.39%         384     1.35    66.0%     54.5%
----------------------------
17 John Street               New York        NY        Multifamily $23,370,205  2.91%         111     1.25    68.7%     62.0%
----------------------------
San Croix Apartments         Las Vegas       NV        Multifamily $19,578,662  2.44%         352     1.33    75.0%     66.7%
----------------------------
4343 Commerce Court (A) (I)  Lisle           IL        Office      $12,854,405  1.60%     167,756     1.55    66.6%     59.0%
----------------------------
1051 North Kirk Road (A)
(I)                          Batavia         IL        Industrial  $ 3,347,051  0.42%     120,004     1.55    66.6%     59.0%
----------------------------
Narco River Business
Center (A)                   Calumet City    IL        Office      $ 2,785,970  0.35%      65,394     1.55    66.6%     59.0%
----------------------------
Ryder Integrated Logistics   Auburn Hills    MI        Industrial  $18,163,497  2.26%     455,000     1.25    76.0%     69.0%
----------------------------
Holiday Inn Rochester        Henrietta       NY        Hospitality $17,664,749  2.20%         250     1.50    70.1%     60.2%
----------------------------
Nevada Street Apartments     Newark          NJ        Multifamily $15,383,326  1.92%         306     1.30    78.1%     70.2%
----------------------------
Camelot Apartments           Yuma            AZ        Multifamily $14,856,703  1.85%         456     1.20    78.6%     71.2%
----------------------------
Neurocrine Biosciences       San Diego       CA        Industrial  $14,520,520  1.81%      93,000     1.76    60.0%     53.0%
----------------------------
CSC Office Building          Southfield      MI        Office      $13,062,719  1.63%     137,954     1.25    70.3%     63.9%
----------------------------
</TABLE>


Notes:  (1) The 4343 Commerce Court, 1051 North Kirk Road and Narco River
            Business Center loans are cross-collateralized and cross-defaulted
            with each other.

                                      T-11
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1


                             GEOGRAPHIC DISTRIBUTION

                     [Map Showing Geographical Distribution
                             of the Mortgage Pool]

                                      T-12
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>

                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

Sellers
----------------------------------------------
                   No.    Aggregate      %
                    of     Current      of
                   Loans   Balance     Pool
----------------------------------------------
CIBC                58  229,963,790    28.65
MID                107  418,607,493    52.16
RFC                 60  153,977,687    19.19
----------------------------------------------
 Total:            225  802,548,970   100.00
----------------------------------------------

Current Balances
----------------------------------------------
                   No.    Aggregate     %
                    of     Current      of
                  Loans    Balance     Pool
----------------------------------------------
1 - 1,000,000      40   26,699,503      3.33
1,000,001 -        65   96,526,620     12.03
  2,000,000
2,000,001 -        42   103,877,859    12.94
  3,000,000
3,000,001 -        19   64,005,323      7.98
  4,000,000
4,000,001 -         9   40,149,133      5.00
  5,000,000
5,000,001 -        16   88,200,554     10.99
  6,000,000
6,000,001 -         9   57,725,427      7.19
  7,000,000
7,000,001 -         3   23,405,997      2.92
  8,000,000
9,000,001 -         4   38,215,216      4.76
  10,000,000
10,000,001 -       12   142,374,631    17.74
  15,000,000
15,000,001 -        4   70,790,234      8.82
  20,000,000
20,000,001 -        1   23,370,205      2.91
  25,000,000
25,000,001 >=       1   27,208,269      3.39
----------------------------------------------
  Total:          225   802,548,970   100.00
----------------------------------------------
Min: 281,659   Max: 27,208,269   Average:  3,566,884
----------------------------------------------

States
----------------------------------------------
                 No.    Cut-Off Date      %
                  of      Principal      of
                 Loans     Balance      Pool
----------------------------------------------
 California        25   108,931,238     13.57
 New York          25   108,002,779     13.46
 Pennsylvania      20    67,099,666      8.36
 Michigan          10    62,900,591      7.84
 Texas             29    61,573,243      7.67
 New Jersey        12    60,664,376      7.56
 Other            104   333,377,077     41.54
----------------------------------------------
  Total:          242   802,548,970    100.00
----------------------------------------------

Property Type
----------------------------------------------
                  No.     Aggregate       %
                  of       Current       of
                 Loans     Balance      Pool
----------------------------------------------
Retail            75    237,427,065     29.58
Multifamily       62    228,700,679     28.50
Industrial        33    132,886,278     16.56
Office            35    128,823,931     16.05
Hospitality        8    53,832,049       6.71
Self Storage       7    10,289,986       1.28
Mixed Use          4    10,094,459       1.26
Other              1       494,522       0.06
----------------------------------------------
  Total:         225    802,548,970    100.00
----------------------------------------------


Mortgage Rates (%)
----------------------------------------------
                 No.     Aggregate       %
                 of       Current        of
                Loans     Balance       Pool
----------------------------------------------
6.001 - 6.500      2    5,021,761        0.63
6.501 - 7.000     32   158,625,131      19.77
7.001 - 7.500     17   55,430,166        6.91
7.501 - 8.000     10   41,486,098        5.17
8.001 - 8.500     75   283,826,656      35.37
8.501 - 9.000     61   167,730,227      20.90
9.001 - 9.500     24   83,120,786       10.36
9.501 - 10.000     4    7,308,145        0.91
----------------------------------------------
  Total:         225   802,548,970     100.00
----------------------------------------------
  Min:  6.450 Max:  9.990   WAC:  8.104
----------------------------------------------

Original Terms to Stated Maturity (mos.)
----------------------------------------------
                  No.     Aggregate       %
                  of       Current       of
                 Loans     Balance      Pool
----------------------------------------------
  61 - 120        200    739,564,411    92.15
  121 - 180        12    40,514,719      5.05
  181 - 240        13    22,469,840      2.80
----------------------------------------------
   Total:         225    802,548,970   100.00
----------------------------------------------
  Min:  78    Max:  240     Wtd. Avg.:  124
----------------------------------------------

Remaining Terms to Stated Maturity (mos.)
----------------------------------------------
                  No.     Aggregate        %
                  of       Current        of
                 Loans     Balance       Pool
----------------------------------------------
  61 - 120        202    755,531,152    94.14
  121 - 180        10    24,547,979      3.06
  181 - 240        13    22,469,840      2.80
----------------------------------------------
  Total:          225    802,548,970   100.00
----------------------------------------------
  Min:  73    Max:  237     Wtd. Avg.:  114
----------------------------------------------

Balloon Loans
----------------------------------------------
                  No.    Cut-Off Date     %
                  of      Principal      of
                 Loans     Balance      Pool
----------------------------------------------
  Yes             210    775,686,063    96.65
  No               15     26,862,907     3.35
----------------------------------------------
  Total:          225    802,548,970   100.00
----------------------------------------------


Debt Service Coverage Ratios (x)
------------------------------------------
                No.     Aggregate     %
                of       Current      of
               Loans     Balance     Pool
------------------------------------------
  1.01 - 1.15     2    3,434,550      0.43
  1.16 - 1.25    33   132,796,085    16.55
  1.26 - 1.35   102   397,101,665    49.48
  1.36 - 1.50    51   141,572,532    17.64
  1.51 - 1.75    25   95,787,140     11.94
  1.76 - 2.00     7   25,772,460      3.21
  2.01>=          5    6,084,538      0.76
------------------------------------------
  Total:        225  802,548,970    100.00
------------------------------------------

Min: 1.05    Max: 2.35    Wtd. Avg.: 1.35
------------------------------------------

Current Loan-to-Value Ratios (%)
------------------------------------------
                No.     Aggregate      %
                 of      Current      of
                Loans    Balance     Pool
------------------------------------------
  30.1 - 40.0     3     2,783,996    0.35
  40.1 - 50.0     2     7,033,009    0.88
  50.1 - 60.0    17    41,395,088    5.16
  60.1 - 70.0    83   266,757,449   33.24
  70.1 - 80.0   120   484,579,427   60.38
------------------------------------------
  Total:        225   802,548,970  100.00
------------------------------------------

Min: 30.4   Max: 79.8    Wtd. Avg.: 70.6
------------------------------------------

Balloon Loan-to-Value Ratios (%)
------------------------------------------
                No.     Aggregate      %
                of       Current      of
               Loans     Balance     Pool
------------------------------------------
0.1 - 10.0       15    26,862,907     3.35
20.1 - 30.0       5    11,144,994     1.39
30.1 - 40.0       3    14,271,726     1.78
40.1 - 50.0      12    27,513,775     3.43
50.1 - 60.0      73   215,639,831    26.87
60.1 - 70.0      96   400,643,936    49.92
70.1 - 80.0      21   106,471,801    13.27
------------------------------------------
Total:          225   802,548,970   100.00
------------------------------------------

Min: 1.5    Max: 72.4    Wtd. Avg.: 59.9
------------------------------------------


                                      T-13
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
performance  is  not  necessarily   indicative  of  future  results.  Price  and
availability  are subject to change without  notice.  This material may be filed
with the  Securities and Exchange  Commission  (the "SEC") and  incorporated  by
reference into an effective registration statement previously filed with the SEC
under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
pursuant to such registration  statement. To Morgan Stanley's readers worldwide:
In addition, please note that this publication has been issued by Morgan Stanley
& Co. Incorporated,  approved by Morgan Stanley International  Limited, a member
of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan
Stanley recommends that such readers obtain the advice of their Morgan Stanley &
Co.  Incorporated,  Morgan  Stanley  International  or Morgan Stanley Japan Ltd.
representative about the investments concerned.
--------------------------------------------------------------------------------
<PAGE>
                           $718,281,000 (Approximate)
                         PNC Mortgage Acceptance Corp.
                 Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C1

<TABLE>
<CAPTION>

                               Prepayment Protection Analysis
                     Percentage of Collateral by Prepayment Restriction

----------------------------------------------------------------------------------------------------------------
Prepayment Restrictions       June 2000     June 2001      June 2002     June 2003      June 2004     June 2005
----------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>           <C>            <C>           <C>            <C>
   Locked Out                     99.26%        96.24%        92.39%         82.20%        73.92%         71.50%
   Yield Maintenance Total         0.74%         3.76%         7.61%         17.80%        25.97%         28.39%
   Penalty Points :
     5.00% and greater             0.00%         0.00%         0.00%          0.00%         0.11%          0.00%
     4.00% to 4.99%                0.00          0.00          0.00           0.00          0.00           0.11
     3.00% to 3.99%                0.00          0.00          0.00           0.00          0.00           0.00
     2.00% to 2.99%                0.00          0.00          0.00           0.00          0.00           0.00
     1.00% to 1.99%                0.00          0.00          0.00           0.00          0.00           0.00
   Open                            0.00          0.00          0.00           0.00          0.00           0.00
----------------------------------------------------------------------------------------------------------------
   TOTALS                        100.00%       100.00%       100.00%        100.00%       100.00%        100.00%
----------------------------------------------------------------------------------------------------------------
   Pool Balance
   Outstanding              802,548,970   794,133,478    785,012,585    775,126,355   764,584,580    752,981,909
   % Initial Pool Balance       100.00%        98.95%         97.81%         96.58%        95.27%         93.82%
----------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
Prepayment Restrictions       June 2006     June 2007      June 2008     June 2009      June 2010
--------------------------------------------------------------------------------------------------
   Locked Out                    70.51%        70.70%        72.70%         60.81%        69.50%
   Yield Maintenance Total       28.79%        29.18%        11.54%          4.86%        30.50%
   Penalty Points :
     5.00% and greater            0.00%         0.00%         0.00%          0.00%         0.00%
     4.00% to 4.99%               0.00          0.00          0.00           0.00          0.00
     3.00% to 3.99%               0.11          0.00          0.00           0.00          0.00
     2.00% to 2.99%               0.00          0.11          0.00           0.00          0.00
     1.00% to 1.99%               0.00          0.00          0.12           0.15          0.00
   Open                           0.60          0.00         15.65          34.17          0.00
--------------------------------------------------------------------------------------------------
   TOTALS                       100.00%       100.00%       100.00%        100.00%       100.00%
--------------------------------------------------------------------------------------------------
   Pool Balance Outstanding 740,402,625   713,858,180   651,509,838    504,156,521    32,367,599
   % Initial Pool Balance        92.26%        88.95%        81.18%         62.82%         4.03%
--------------------------------------------------------------------------------------------------
</TABLE>

   Notes:  (1)  The  above  analysis  is based  on  Maturity  Assumptions  and a
                0% CPR as discussed in the Prospectus Supplement.
--------------------------------------------------------------------------------
This  information  is  being  delivered  to a  specific  number  of  prospective
sophisticated investors in order to assist them in determining whether they have
an interest  in the type of  security  described  herein.  It has been  prepared
solely  for  informational  purposes  and is not an  offer  to buy or  sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any trading strategy.  No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of  securities  conforming to the terms hereof.
Any such offer of securities  would be made pursuant to a definitive  Prospectus
or Private  Placement  Memorandum,  as the case may be,  prepared  by the issuer
which could contain  material  information not contained herein and to which the
prospective  purchasers are referred.  In the event of any such  offering,  this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement  Memorandum.  Such Prospectus or Private
Placement  Memorandum  will contain all material  information  in respect of any
securities  offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain  assumptions  may have been made in this analysis which have resulted in
any  returns  detailed  herein.  No  representation  is made  that  any  returns
indicated  will be  achieved.  Changes  to the  assumptions  may have a material
impact on any returns detailed.  Morgan Stanley & Co. Incorporated,  PNC Capital
Markets and CIBC World Markets Corp.  (collectively the "Underwriters") disclaim
any and all liability relating to this information, including without limitation
any express or implied  representations and warranties for, statements contained
in, and omissions from, this  information.  Additional  information is available
upon  request.  The  Underwriters  and  others  associated  with  them  may have
positions in, and may effect  transactions  in,  securities  and  instruments of
issuers  mentioned  herein and may also  perform  or seek to perform  investment
banking  services  for the  issuers of such  securities  and  instruments.  Past
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under  Rule 415 of the  Securities  Act of 1933,  including  in cases  where the
material does not pertain to  securities  that are  ultimately  offered for sale
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representative about the investments concerned.
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