PRELIMINARY -- SUBJECT TO CHANGE - ------------------------------------------------------------------------------- CITIGROUP COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-C3 CLASSES A-1, A-2, A-SB, A-3, A-4, A-1A, A-MFL, A-MFX, A-J, B, C AND D $1,318,565,000 (APPROXIMATE) ---------------- STRUCTURAL AND COLLATERAL TERM SHEET ----------------- CITIGROUP GLOBAL MARKETS REALTY CORP. IXIS REAL ESTATE CAPITAL INC. MORTGAGE LOAN SELLERS JUNE 3, 2005 [CITIGROUP LOGO OMITTED] [IXIS LOGO OMITTED] [DEUTSCHE BANK LOGO OMITTED] [WACHOVIA SECURITIES LOGO OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. This Term Sheet is furnished to prospective investors on a confidential basis solely for the purposes of evaluation the securities described herein. The information contained herein may not be reproduced or used in whole or in part for any other purposes. Information contained in this material is current as of the date appearing on this material only. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. No underwriter makes any representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. Each underwriter and its affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material is furnished to you by one of the underwriters listed above, and not by the issuer of the securities. None of the underwriters listed above is acting as agent for the issuer or its affiliates in connection with the proposed transaction. The issuer has not prepared or taken part in the preparation of these materials. - ------------------------------------------------------------------------------- PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- TABLE OF CONTENTS - ------------------------------------------------------------------------------- Contact Information ............................................. 3 Transaction Overview ............................................ 4 Certificates Overview ........................................... 5 Structure Overview .............................................. 7 Mortgage Pool Characteristics ................................... 10 All Mortgage Loans ............................................. 11 Loan Group 1 ................................................... 14 Loan Group 2 ................................................... 18 Top Ten Mortgage Loans .......................................... 21 Top Ten Mortgage Loan Summaries Carolina Place ................................................. 22 Novo Nordisk Headquarters ...................................... 28 270 Technology Park ............................................ 34 Penn Mar Shopping Center ....................................... 40 250 West Pratt ................................................. 46 Abilene Mall ................................................... 52 United Supermarket Portfolio ................................... 58 EDR Portfolio I ................................................ 64 The Plaza at Huntington Beach .................................. 70 Alamo Plaza .................................................... 76 ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 2 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CONTACT INFORMATION - ------------------------------------------------------------------------------- <TABLE> - ------------------------------------------------------------------------------------------------------------- PHONE FAX EMAIL - ------------------------------------------------------------------------------------------------------------- CITIGROUP GLOBAL MARKETS, INC. - ------------------------------- TRADING/DISTRIBUTION -------------------- Paul Vanderslice (212) 723-6156 (212) 723-8599 paul.t.vanderslice@citigroup.com John Caputo (212) 723-6156 (212) 723-8599 john.caputo@citigroup.com Jeff Lewis (212) 723-6156 (212) 723-8599 jeff.lewis@citigroup.com Warren Geiger (212) 723-6156 (212) 723-8599 warren.geiger@citigroup.com STRUCTURING ----------- Sunil Gangwani (212) 816-7679 (212) 816-8299 sunil.gangwani@citigroup.com FINANCE ------- Angela Vleck (212) 816-8087 (212) 816-8307 angela.j.vleck@citigroup.com Elsie Mao (212) 816-1299 (212) 816-8307 elsie.mao@citigroup.com Teresa Zien (212) 816-3004 (212) 816-8299 teresa.zien@citigroup.com Alexis Block (212) 816-6922 (212) 816-8306 alexis.block@citigroup.com IXIS REAL ESTATE CAPITAL INC. - ------------------------------ TRADING/DISTRIBUTION -------------------- Greg Murphy (212) 891-6282 (212) 891-3454 g.murphy@ixiscm.com Steve Gerstung (212) 891-5706 (212) 891-3359 s.gerstung@ixiscm.com Sylvain Jousseaume (212) 891-6213 (212) 891-5777 s.jousseaume@ixiscm.com Justin Ng (212) 891-5703 (212) 891-5777 j.ng@ixiscm.com FINANCE ------- Barry Funt (212) 891-1836 (212) 891-3411 b.funt@ixiscm.com Scott Douglass (212) 891-5705 (212) 891-3411 s.douglass@ixiscm.com Mike Lipson (212) 891-5733 (212) 891-3372 m.lipson@ixiscm.com Jonathan Chassin (212) 891-5731 (646) 282-2366 j.chassin@ixiscm.com DEUTSCHE BANK - -------------- Scott Waynebern (212) 250-5149 (212) 797-5630 scott.wynebern@db.com Heath Forusz (212) 250-5149 (212) 797-5630 heath.forusz@db.com WACHOVIA CAPITAL MARKETS, LLC - ------------------------------ TRADING/DISTRIBUTION -------------------- Scott Fuller (704) 715-8440 (704) 383-7895 scott.fuller@wachovia.com Bill White (704) 715-8440 (704) 383-7895 will.white@wachovia.com Chris Campbell (704) 715-8440 (704) 383-7895 chris.campbell@wachovia.com SYNDICATE --------- Mark Adamson (704) 715-7008 mark.adamson@wachovia.com - ------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 3 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- TRANSACTION OVERVIEW - ------------------------------------------------------------------------------- <TABLE> STRUCTURE: Senior/Subordinate, Sequential Pay Pass-Through Certificates OFFERED CLASSES: Classes A-1, A-2, A-SB, A-3, A-4, A-1A, A-MFL, A-MFX, A-J, B, C and D LEAD MANAGERS: Citigroup Global Markets Inc. CO-MANAGERS: IXIS Securities North America Inc., Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC. MORTGAGE LOAN SELLERS: Citigroup Global Markets Realty Corp. (96 loans, 75.8% of the initial mortgage pool balance) IXIS Real Estate Capital Inc. (28 loans, 24.2% of the initial mortgage pool balance) MASTER SERVICER: Wachovia Bank, National Association SPECIAL SERVICER: Allied Capital Corporation*, a Maryland Corporation TRUSTEE: LaSalle Bank National Association RATING AGENCIES: Moody's Investors Service ("Moody's"), and Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"). SWAP COUNTERPARTY FOR CLASS A-MFL: Citibank, N.A. CUT-OFF DATE: With respect to each mortgage loan, the related due date of such mortgage loan in June 2005. EXPECTED SETTLEMENT DATE: On or about June 29, 2005. DETERMINATION DATE: The eleventh calendar day of the month, or, if not a business day, the next succeeding business day, beginning in July 2005. DISTRIBUTION DATE: The fourth business day following the related Determination Date. DAY COUNT: 30 / 360 (or, in the case of Class A-MFL, for so long as the swap agreement is in effect and there is no continuing payment default thereunder, actual / 360). RATED FINAL DISTRIBUTION DATE: Distribution Date in May 2043 ERISA ELIGIBILITY: Classes A-1, A-2, A-SB, A-3, A-4, A-1A, A-MFL, A-MFX, A-J, B, C and D are expected to be ERISA-eligible under lead manager's exemption. SMMEA ELIGIBILITY: The offered certificates are not expected to be "mortgage-related securities" for the purposes of SMMEA. TAX TREATMENT: REMIC (except Class A-MFL will evidence undivided interests in a grantor trust, the primary assets of which consist of a REMIC regular interest and a swap agreement) SETTLEMENT TERMS: DTC same day funds, with accrued interest (except for Class A-MFL Certificates). MINIMUM DENOMINATION: $10,000 for all Offered Certificates. CLEAN-UP CALL: 1% </TABLE> * Allied Capital Corporation ("Allied") has signed an agreement with CWCapital Investments, LLC ("CWC") to transfer all of Allied's special servicing rights and obligations for all transactions for which it is special servicer to CWC, an affiliate of CWC or such other entity as CWC may designate. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 4 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CERTIFICATES OVERVIEW - ------------------------------------------------------------------------------- <TABLE> - -------------------------------------------------------------------------------- EXPECTED INITIAL APPROX. % AGGREGATE OF INITIAL PRINCIPAL BALANCE MORTGAGE OR NOTIONAL POOL CLASS RATINGS(2) AMOUNT BALANCE(8) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- OFFERED CERTIFICATES: - -------------------------------------------------------------------------------- A-1 AAA/Aaa $ 75,811,000 5.28% A-2 AAA/Aaa $ 164,149,000 11.44% A-SB AAA/Aaa $ 92,945,000 6.48% A-3 AAA/Aaa $ 52,867,000 3.68% A-4 AAA/Aaa $ 329,125,000 22.93% A-1A AAA/Aaa $ 289,724,000 20.19% A-MFL(1) AAA/Aaa $ 75,000,000 5.23% A-MFX AAA/Aaa $ 68,517,000 4.77% A-J AAA/Aaa $ 102,256,000 7.12% B AA/Aa2 $ 30,497,000 2.12% C AA-/Aa3 $ 16,146,000 1.13% D A/A2 $ 21,528,000 1.50% - -------------------------------------------------------------------------------- NON-OFFERED CERTIFICATES(6): - -------------------------------------------------------------------------------- XC AAA/Aaa $ 1,435,172,920(3) NAP XP AAA/Aaa $ 1,378,553,000(3) NAP E A-/A3 $ 17,939,000 1.25% F BBB+/Baa1 $ 19,734,000 1.38% G BBB/Baa2 $ 14,352,000 1.00% H BBB-/Baa3 $ 12,557,000 0.87% J BB+/Ba1 $ 5,382,000 0.38% K BB/Ba2 $ 7,176,000 0.50% L BB-/Ba3 $ 5,382,000 0.38% M B+/B1 $ 5,382,000 0.38% N B/B2 $ 3,588,000 0.25% O B-/B3 $ 2,870,000 0.20% P NR/NR $ 22,245,920 1.55% CP-1(7) BBB/Baa1 $ 2,760,000 NAP CP-2(7) BBB-/Baa2 $ 6,440,000 NAP CP-3(7) BB+/Baa3 $ 6,600,000 NAP - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- APPROX. APPROX. % OF PASS-THROUGH WEIGHTED INITIAL CREDIT RATE AVERAGE LIFE PRINCIPAL PAYMENT CLASS SUPPORT(8) DESCRIPTION(4) (YEARS)(5) WINDOW(5) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- OFFERED CERTIFICATES: - -------------------------------------------------------------------------------- A-1 30.000% 2.98 07/05 - 01/10 A-2 30.000% 4.62 01/10 - 05/10 A-SB 30.000% 6.97 05/10 - 10/14 A-3 30.000% 6.52 11/11 - 02/12 A-4 30.000% 9.51 10/14 - 03/15 A-1A 30.000% 6.69 07/05 - 03/15 A-MFL(1) 20.000% LIBOR + % 9.73 03/15 - 04/15 A-MFX 20.000% 9.73 03/15 - 04/15 A-J 12.875% 9.79 04/15 - 04/15 B 10.750% 9.79 04/15 - 04/15 C 9.625% 9.79 04/15 - 04/15 D 8.125% 9.79 04/15 - 04/15 - -------------------------------------------------------------------------------- NON-OFFERED CERTIFICATES(6): - -------------------------------------------------------------------------------- XC NAP Variable IO NAP NAP XP NAP Variable IO NAP NAP E 6.875% 9.82 04/15 - 05/15 F 5.500% 9.88 05/15 - 05/15 G 4.500% 9.88 05/15 - 05/15 H 3.625% 9.88 05/15 - 05/15 J 3.250% Fixed/WAC Cap 9.88 05/15 - 05/15 K 2.750% Fixed/WAC Cap 9.88 05/15 - 05/15 L 2.375% Fixed/WAC Cap 9.88 05/15 - 05/15 M 2.000% Fixed/WAC Cap 9.88 05/15 - 05/15 N 1.750% Fixed/WAC Cap 9.88 05/15 - 05/15 O 1.550% Fixed/WAC Cap 9.88 05/15 - 05/15 P NAP Fixed/WAC Cap 11.79 05/15 - 04/25 CP-1(7) NAP Loan-Specific(9) 4.38 07/05 - 01/10 CP-2(7) NAP Loan-Specific(9) 4.38 07/05 - 01/10 CP-3(7) NAP Loan-Specific(9) 4.38 07/05 - 01/10 - -------------------------------------------------------------------------------- </TABLE> (1) The assets of the trust fund will include an interest rate swap agreement with Citibank, N.A. relating to Class A-MFL. (2) Ratings shown are those of S&P and Moody's, respectively. Ratings on Class A-MFL will not address the payment of interest thereon in excess of the fixed, WAC or WAC Cap pass-through rate payable thereon without regard to the related interest rate swap agreement. (3) Notional amount. The Class XC and XP certificates will not have principal balances and their holders will not receive distributions of principal, but such holders will be entitled to receive payments of interest accrued on the respective notional amounts as described in the prospectus supplement. (4) The pass-through rate for various classes shown in the table (other than Classes XC, XP, A-MFL CP-1, CP-2 and CP-3) will equal any of (i) a fixed rate ("Fixed"), (ii) the weighted average of certain net mortgage rates on the mortgage loans ("WAC") and (iii) a rate equal to the lesser of a specified pass-through rate and the weighted average of the net mortgage rates on the mortgage loans ("WAC Cap"). Classes XC and XP will each have a variable pass-through rate equal to the weighted average of certain interest strip rates. The pass-through rate for Class A-MFL will be based on LIBOR plus a specified percentage; provided that interest payments made under the swap contract are subject to reduction as described in the prospectus supplement. The initial LIBOR rate will be determined on June , 2005 and subsequent LIBOR rates will be determined two LIBOR business days before the start of each Class A-MFL interest accrual period. Under circumstances described in the prospectus supplement, the pass-through rate for Class A-MFL may convert to rate described herein in clauses 4.i, 4.ii and 4.iii. (5) Calculated based upon the assumption that the borrower will: a) not prepay the loan prior to the stated maturity except as described, b) if applicable, pay the loan in full on any anticipated repayment date, c) make all payments in a timely fashion, and d) not receive a balloon extension. Also, based on the assumption that there is: x) no cleanup call, and y) no loan repurchase. (6) Not offered by the prospectus supplement or this term sheet. (7) The Class CP-1, CP-2 and CP-3 certificates will represent interests solely in the mortgage loan that is secured by the mortgaged real property identified as Carolina Place (the "Carolina Place Loan"). The portion of the Carolina Place Loan that is represented by the Class CP-1, CP-2 and CP-3 certificates is considered the non-pooled portion of that mortgage loan. The remaining portion of the Carolina Place Loan, which is the pooled portion of that mortgage loan, will be pooled with the other mortgage loans in the trust fund to back the other classes of certificates, including the offered certificates. (8) The approximate percentage of the initial mortgage pool balance, and the approximate percentage of initial credit support, of any class shown on the table above does not take into account the total principal balances of, or the portion of the Carolina Place Loan (that is, the non-pooled portion thereof) represented by, the class CP-1, CP-2 and CP-3 certificates. (9) Based on net mortgage interest rate of Carolina Place Loan or, in some cases, its 30/360 equivalent. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 5 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- STRUCTURE SCHEMATIC(1) - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] Class XC, XP (2)(3) ---------------------------------------- Class A-1 AAA/Aaa $75,811,000 5.28% ---------------------------------------- ---------------------------------------- Class A-2 AAA/Aaa $164,149,000 11.44% ---------------------------------------- ---------------------------------------- Class A-SB AAA/Aaa $92,945,000 6.48% ---------------------------------------- ---------------------------------------- Class A-3 AAA/Aaa $52,867,000 3.68% ---------------------------------------- Class A-4 AAA/Aaa $329,125,000 22.93% ---------------------------------------- ---------------------------------------- Class A-1A AAA/Aaa $289,724,000 20.19% ---------------------------------------- ---------------------------------------- Class A-MFL AAA/Aaa $75,000,000 5.23% ---------------------------------------- ---------------------------------------- Class A-MFX AAA/Aaa $68,517,000 4.77% ---------------------------------------- ---------------------------------------- Class A-J AAA/Aaa $102,256,000 7.12% ---------------------------------------- ---------------------------------------- Class B AA/Aa2 $30,497,000 2.12% ---------------------------------------- ---------------------------------------- Class C AA-/Aa3 $16,146,000 1.13% ---------------------------------------- ---------------------------------------- Class D A/A2 $21,528,000 1.50% ---------------------------------------- ---------------------------------------- Class E(2) A-/A3 $17,939,000 1.25% ---------------------------------------- ---------------------------------------- Class F(2) BBB+/Baa $19,734,000 1.38% ---------------------------------------- ---------------------------------------- Class G(2) BBB/Baa2 $14,352,000 1.00% ---------------------------------------- ---------------------------------------- Class H(2) BBB-/Baa3 $12,557,000 0.87% ---------------------------------------- ---------------------------------------- Class J(2) BB+/Ba1 $5,382,000 0.38% ---------------------------------------- ---------------------------------------- Class K(2) BB/Ba2 $7,176,000 0.50% ---------------------------------------- ---------------------------------------- Class L(2) BB-/Ba3 $5,382,000 0.38% ---------------------------------------- ---------------------------------------- Class M(2) B+/B1 $5,382,000 0.38% ---------------------------------------- ---------------------------------------- Class N(2) B/B2 $3,588,000 0.25% ---------------------------------------- ---------------------------------------- Class O(2) B-/B3 $2,870,000 0.20% ---------------------------------------- ---------------------------------------- Class P(2) NR/NR $22,245,920 1.55% ---------------------------------------- (1) Classes are not drawn to scale. Percentages are approximate percentages of the Initial Mortgage Pool Balance as of the Cut-off Date. Excludes Classes CP-1, CP-2, and CP-3. (2) Not offered hereby. Will be offered and sold privately pursuant to Rule 144A or other exemption from registration under the Securities Act of 1933. (3) Classes XC and XP shown collectively. Strip rate with respect to the Class A-MFL Certificates is based upon the fixed, WAC, or WAC Cap pass-through rate that would be payable thereon without regard to the related interest rate swap agreement. See prospectus supplement for more information. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 6 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- STRUCTURE OVERVIEW - ------------------------------------------------------------------------------- MORTGAGE POOL: The "Mortgage Pool" consists of 124 mortgage loans (the "Mortgage Loans") with an aggregate balance as of the Cut-off Date of $1,435,172,921 (the "Initial Mortgage Pool Balance"), subject to a variance of plus or minus 5%. The Mortgage Loans are secured by 127 properties (the "Mortgaged Properties") located throughout 28 states. The Mortgage Pool will be deemed to consist of 2 loan groups ("Loan Group 1" and "Loan Group 2", respectively, and, each, a "Loan Group"). Loan Group 1 will consist of (i) all of the Mortgage Loans that are not secured by Mortgaged Properties that are multifamily and/or manufactured housing properties and (ii) 3 Mortgage Loans that are secured by Mortgaged Properties that are multifamily properties. Loan Group 1 is expected to consist of 94 Mortgage Loans, with an aggregate principal balance as of the Cut-off Date of approximately $1,145,448,916 (the "Initial Loan Group 1 Balance"). Loan Group 2 will consist of 30 Mortgage Loans that are secured by Mortgaged Properties that are multifamily and/or manufactured housing properties, with an aggregate principal balance as of the Cut-off Date of approximately $289,724,005 (the "Initial Loan Group 2 Balance"). In general, the information in this term sheet excludes the non-pooled portion of the Carolina Place Loan from the Mortgage Pool and Loan Group 1. PRINCIPAL PAYMENTS: In general, principal from Loan Group 1 will be distributed on each Distribution Date to Class A-SB (until its balance reaches a scheduled balance), and then to Class A-1, A-2, A-3, A-SB and A-4 Certificates, in each case until retired. Generally, principal from Loan Group 2 will be distributed on each Distribution Date to the Class A-1A Certificates. However, the Class A-SB, A-1, A-2, A-3 and A-4 Certificateholders will be entitled to receive distributions of principal from Loan Group 2, in the order contemplated by the second preceding sentence, after the total principal balance of the Class A-1A Certificates has been reduced to zero; and Class A-1A Certificateholders will be entitled to receive distributions of principal from Loan Group 1 after the total principal balance of the Class A-SB, A-1, A-2, A-3 and A-4 Certificates has been reduced to zero. Class A-MFL and A-MFX Certificates will be entitled to receive distributions of principal on a pro rata basis after the total principal balance of the Class A-1, A-2, A-3, A-SB, A-4 and A-1A Certificates has been reduced to zero. Thereafter, principal will be allocated sequentially (by alphabetical order of class designation) starting with Class A-J and ending in Class P, in each case until retired. INTEREST PAYMENTS: Class XC and XP Certificates will collectively accrue interest on the total principal balance of the Class A-1 through P Certificates at a rate generally equal to the excess, if any, of the weighted average net coupon for the Mortgage Loans over the weighted average pass-through rate for the Class A-1 through P Certificates (except that for this purpose, Class A-MFL will be deemed to bear interest at the fixed/WAC/WAC Cap pass-through rate that would be payable thereon without regard to the related interest rate swap agreement). The prospectus supplement describes the notional amounts on which, and the pass-through rates at which, the Class XC and XP Certificates will individually accrue interest. Class XC and XP Certificates will receive interest payments of pro rata (based on interest entitlements) with interest on the Class A-1, A-2, A-SB, A-3, A-4 and A-1A Certificates each month, except that interest payments on the Class A-1, A-2, A-SB, A-3 and A-4 Certificates are generally to be made out of collections and advances on Loan Group 1 and interest payments on the Class A-1A Certificates are generally to be made out of collections and advances on Loan Group 2. Interest payments with respect to the Class A-MFL certificates will be subject to reduction if the net WAC of the mortgage pool declines below the fixed rate per annum at which interest is payable by the trust to the swap counterparty. INTEREST SHORTFALLS: The Master Servicer will cover prepayment interest shortfalls on any mortgage loan, up to the portion of the Master Servicing Fees for that loan for the current period accrued at 0.02% per annum and any investment income earned on the subject principal prepayment after receipt by the trust. Net prepayment interest shortfalls will be allocated pro rata generally based on interest entitlements with respect to each of the interest-bearing certificate classes (exclusive of Classes CP-1, CP-2 and CP-3). Notwithstanding the foregoing, Classes CP-1, CP-2 and CP-3 will bear a proportionate share of any such net prepayment interest shortfalls with respect to the Carolina Place Loan (based on the balance of those classes relative to the pooled portion of the Carolina Place Loan). ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 7 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- STRUCTURE OVERVIEW - ------------------------------------------------------------------------------- LOSS ALLOCATION: Losses will be allocated to each Class of Certificates (exclusive of Classes CP-1, CP-2 and CP-3) in reverse alphabetical order of class designation, starting with Class P through and including Class A-J, and then to the Class A-MFL and A-MFX Certificates pro rata. Any remaining losses will be allocated to Classes A-SB, A-1, A-2, A-3, A-4 and A-1A Certificates on a pro rata basis. Notwithstanding the foregoing, Classes CP-3, CP-2 and CP-1, in that order, will bear, before any other class of certificates, losses on the Carolina Place Loan. PREPAYMENT PREMIUMS Prepayment premiums, if any, collected with respect to each Loan Group will be allocated between the respective classes of Investment Grade P&I Certificates (i.e. Class A-1, A-2, A-SB, A-3, A-4, A-1A, A-MFL, A-MFX, A-J, B, C, D, E, F, G and H Certificates) then entitled to principal distributions with respect to such Loan Group and the Class XC Certificates as follows: A percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amount) collected with respect to each Loan Group will be allocated to each class of the Investment Grade P&I Certificates then entitled to principal distributions with respect to such Loan Group, which percentage will be equal to the product of (a) the percentage of the principal distribution amount with respect to the relevant Loan Group that such Class receives, and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess, if any, of the pass-through rate of such Class of the Investment Grade P&I Certificates currently receiving principal (or, in the case of the A-MFL Class, the fixed/WAC/WAC Cap pass-through rate that would be payable thereon without regard to the related interest rate swap agreement) over the relevant discount rate, and the denominator of which is the excess, if any, of the mortgage rate of the related Mortgage Loan over the discount rate. HOWEVER, AS LONG AS THE SWAP AGREEMENT IS IN EFFECT AND THERE IS NO CONTINUING PAYMENT DEFAULT THEREUNDER, ANY PREPAYMENT PREMIUM ALLOCABLE TO THE A-MFL CLASS WILL BE PAYABLE TO THE SWAP COUNTERPARTY. The remaining percentage of the prepayment premiums will be allocated to the Class XC Certificates. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the Investment Grade P&I Certificates then entitled to principal distributions relative to the Class XC Certificates as discount rates decrease and a decrease in the percentage allocated to such Classes as discount rates rise. Allocation of Prepayment Premiums Example: Assumes prepayment received on Mortgage Loan in Loan Group 1, 100% of the principal distributions with respect to Loan Group 1 are paid in Class A-1 and Class A-1 bears a 7% per annum pass-through rate. ---------------------------- Assumptions: Mortgage Rate = 9% Class A-1 Rate = 7% Discount Rate = 6% Class A-1 Allocation = 7% - 6% = 33 1/3% ------- 9% - 6% Class XC Allocation = Remaining premiums = 66 2/3% thereof = 100% - Allocation to Investment Grade P&I Certificates = 66 2/3% ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 8 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 9 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS (4)(5)(6) - ------------------------------------------------------------------------------- <TABLE> SUMMARY OF COLLATERAL CHARACTERISTICS ALL MORTGAGE LOANS LOAN GROUP 1 LOAN GROUP 2 - ---------------------------------------------------------- -------------------- ------------------- ----------------- Initial Mortgage Pool/Loan Group Balance $1,435,172,921 $1,145,448,916 $289,724,005 Number of Mortgage Loans 124 94 30 Number of Properties 127 97 30 Average Mortgage Loan Cut-off Date Balance $11,573,975 $12,185,627 $9,657,467 Minimum Mortgage Loan Cut-off Date Balance $818,673 $818,673 $1,386,000 Maximum Mortgage Loan Cut-off Date Balance $114,200,000 $114,200,000 $21,600,000 Weighted Average Mortgage Rate 5.349% 5.373% 5.253% Minimum Mortgage Rate 4.598% 4.598% 4.780% Maximum Mortgage Rate 6.210% 6.210% 5.655% Weighted Average U/W NCF DSCR(1) 1.38 x 1.40 x 1.29 x Minimum U/W NCF DSCR(1) 1.13 x 1.13 x 1.16 x Maximum U/W NCF DSCR(1) 2.99 x 2.99 x 1.43 x Weighted Average Cut-off Date LTV Ratio(2) 70.71% 70.18% 72.79% Minimum Cut-off Date LTV Ratio(2) 32.28% 32.28% 62.90% Maximum Cut-off Date LTV Ratio(2) 80.03% 80.03% 80.00% Weighted Average Original Term to Scheduled Maturity/ARD 105 months 109 months 91 months Minimum Original Term to Scheduled Maturity/ARD 55 months 55 months 60 months Maximum Original Term to Scheduled Maturity/ARD 240 months 240 months 120 months Weighted Average Remaining Term to Scheduled Maturity/ARD 101 months 105 months 85 months Minimum Remaining Term to Scheduled Maturity/ARD 49 months 55 months 49 months Maximum Remaining Term to Scheduled Maturity/ARD 238 months 238 months 120 months Weighted Average Remaining Amortization Term(3) 345 months 342 months 356 months Minimum Remaining Amortization Term(3) 176 months 176 months 237 months Maximum Remaining Amortization Term(3) 360 months 360 months 360 months Weighted Average Mortgage Loan Seasoning 4 months 3 months 5 months Minimum Mortgage Loan Seasoning 0 months 0 months 0 months Maximum Mortgage Loan Seasoning 11 months 8 months 11 months </TABLE> (1) With respect to seven Mortgage Loans (Daniel Burnham Court Loan, Sierra Sun Apartments Loan, South Park Lofts Loan, Mount Kisco Commons Loan, Arbors at Centennial Park Loan, Yale New Haven Medical Center Loan and Corner House Lofts Loan), the U/W NCF DSCR was calculated based upon: (a) reamortized debt service payments that would be in effect if the subject Mortgage Loan is reduced by a related cash holdback; and/or (b) various assumptions regarding the financial performance of the related Mortgage Property that are consistent with the release of the subject cash holdback. (2) The Cut-off Date LTV Ratio for the Sierra Sun Apartments Loan has been calculated based upon the reduction of the relevant principal balance of the subject Mortgage Loan by the amount of a related cash holdback. (3) The Remaining Amortization Terms were presented without regard to interest only loans. (4) Weighted averages are calculated according to the cut-off date principal balances of the individual Mortgage Loans or allocated principal balances of the Mortgaged Properties, as applicable, as a percentage of the Initial Mortgage Pool Balance, the Initial Loan Group 1 Balance or the Initial Loan Group 2 Balance, as applicable. (5) ARD means anticipated repayment date. (6) All statistical information in this Mortgage Pool Characteristics section reflects the Carolina Place mortgage loan, exclusive of the non-pooled portion thereof represented by the class CP-1, CP-2 and CP-3 certificates, including the Initial Mortgage Pool Balance and the Initial Loan Group 1 Balance, as well as all principal balance, debt service coverage and loan-to-value information. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 10 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - ------------------------------------------------------------------------------- PROPERTY TYPE <TABLE> - -------------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. CUT-OFF DATE PROPERTY TYPE MORTGAGED PRINCIPAL POOL U/W NCF LOAN-TO-VALUE SUBTYPE PROPERTIES BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------------------------------- Retail 57 $ 635,041,755 44.2% 1.44x 68.39% Anchored 24 263,852,562 18.4 1.29 73.55 Regional Mall 5 208,222,951 14.5 1.72 57.56 Unanchored 8 77,452,491 5.4 1.38 71.98 Anchored, Single Tenant 15 56,564,911 3.9 1.24 76.93 Shadow Anchored 4 20,076,441 1.4 1.29 72.66 Factory Outlet Center 1 8,872,398 0.6 1.27 73.94 Office 22 384,159,243 26.8 1.34 73.27 Suburban 14 203,313,875 14.2 1.40 71.67 CBD 4 90,455,369 6.3 1.27 71.53 Flex 1 51,200,000 3.6 1.28 80.00 Medical Office 3 39,190,000 2.7 1.24 76.81 Multifamily 32 303,474,668 21.1 1.29 72.62 Conventional 26 209,474,668 14.6 1.27 75.74 Student Housing 6 94,000,000 6.5 1.35 65.68 Industrial 8 52,643,218 3.7 1.30 72.03 Self Storage 4 28,383,952 2.0 1.52 74.89 Manufactured Housing 1 10,250,000 0.7 1.26 69.73 Mixed Use 1 8,744,707 0.6 1.35 72.87 Other 1 8,375,378 0.6 1.54 54.74 Land 1 4,100,000 0.3 2.99 32.28 - -------------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 127 $1,435,172,921 100.0% 1.38x 70.71% ==================================================================================================================== </TABLE> GEOGRAPHIC DISTRIBUTION <TABLE> - -------------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL POOL U/W NCF LOAN-TO-VALUE STATE/REGION PROPERTIES BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------------------------------- California 23 $ 234,088,645 16.3% 1.35x 72.18% Southern California (1) 16 169,088,839 11.8 1.37 72.39 Northern California (1) 7 64,999,807 4.5 1.29 71.64 Texas 26 181,537,395 12.6 1.28 76.31 North Carolina 5 167,756,153 11.7 1.76 57.58 Maryland 5 154,658,475 10.8 1.38 69.00 Florida 6 65,399,435 4.6 1.31 71.70 New York 10 61,809,839 4.3 1.31 72.42 New Jersey 1 53,000,000 3.7 1.63 74.13 Washington 4 46,680,000 3.3 1.25 71.72 Michigan 4 41,514,879 2.9 1.27 68.67 Massachusetts 3 41,250,000 2.9 1.18 71.74 Other 40 387,478,100 27.0 1.32 72.64 - -------------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 127 $1,435,172,921 100.0% 1.38x 70.71% ==================================================================================================================== </TABLE> INITIAL MORTGAGE POOL PREPAYMENT RESTRICTION COMPOSITION OVER TIME(2) <TABLE> - ------------------------------------------------------------------------------------------ MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 - ------------------------------------------------------------------------------------------ Remaining Pool Balance(3) 100.00% 99.25% 98.28% 97.07% 95.65% Locked/Defeasance 98.68 98.72 98.43 94.44 88.05 Locked 98.68 98.72 98.43 0.48 0.00 Defeasance 0.00 0.00 0.00 93.96 88.05 Yield Maintenance (all) 1.32 1.28 1.57 5.28 5.72 Yield Maintenance 1.32 1.28 1.24 1.53 1.49 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 1.64 1.63 Grtr3%UPBorYM 0.00 0.00 0.00 0.72 0.72 Grtr1%UPBorYM 0.00 0.00 0.33 1.39 1.88 Open 0.00 0.00 0.00 0.28 6.23 - ------------------------------------------------------------------------------------------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% ========================================================================================== - --------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 60 72 84 96 108 120 - --------------------------------------------------------------------------------------------------- Remaining Pool Balance(3) 74.00% 71.79% 64.39% 62.95% 61.40% 0.52% Locked/Defeasance 95.23 95.25 94.90 94.99 95.09 28.09 Locked 0.00 0.00 0.00 0.00 0.00 0.00 Defeasance 95.23 95.25 94.90 94.99 95.09 28.09 Yield Maintenance (all) 4.77 4.75 5.10 5.01 4.91 71.91 Yield Maintenance 1.83 1.78 1.87 1.78 1.69 0.00 Grtr4%UPBor2%UPB+YM 0.67 0.66 0.70 0.68 0.66 71.91 Grtr3%UPBorYM 0.91 0.93 1.02 1.02 1.03 0.00 Grtr1%UPBorYM 1.36 1.38 1.52 1.53 1.54 0.00 Open 0.00 0.00 0.00 0.00 0.00 0.00 - --------------------------------------------------------------------------------------------------- TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% =================================================================================================== </TABLE> (1) Northern California includes areas with zip codes of 93612 and above, and Southern California includes areas with zip codes of 92832 and below. (2) All numbers, unless otherwise noted, are as a percentage of the aggregate mortgage pool balance at the specified point in time. (3) Remaining aggregate mortgage loan pool balance as a percentage of the Initial Mortgage Pool Balance at the specified point in time. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 11 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - ------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE <TABLE> - --------------------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF CUT-OFF DATE MORTGAGE PRINCIPAL POOL U/W NCF VALUE PRINCIPAL BALANCES LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------------------- (less than) $2,000,000 3 $ 3,166,415 0.2% 1.25x 79.66% $2,000,000 to $2,999,999 10 25,347,424 1.8 1.26 78.39 $3,000,000 to $3,999,999 9 33,017,453 2.3 1.27 75.84 $4,000,000 to $4,999,999 10 44,128,794 3.1 1.56 69.39 $5,000,000 to $5,999,999 8 44,137,433 3.1 1.32 73.10 $6,000,000 to $6,999,999 16 105,366,932 7.3 1.32 72.83 $7,000,000 to $7,999,999 7 53,411,882 3.7 1.33 72.26 $8,000,000 to $8,999,999 8 68,035,388 4.7 1.38 69.37 $9,000,000 to $9,999,999 6 56,349,635 3.9 1.26 76.39 $10,000,000 to $14,999,999 24 304,454,479 21.2 1.30 72.94 $15,000,000 to $19,999,999 8 139,680,369 9.7 1.27 75.22 $20,000,000 to $24,999,999 5 109,798,741 7.7 1.45 65.74 $25,000,000 to $29,999,999 2 52,000,000 3.6 1.17 71.95 $30,000,000 to $44,999,999 5 177,877,977 12.4 1.30 71.07 $45,000,000 to $114,200,000 3 218,400,000 15.2 1.72 62.15 - --------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ========================================================================================================= </TABLE> MORTGAGE RATES <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF MORTGAGE PRINCIPAL POOL U/W NCF VALUE MORTGAGE RATES LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 4.598% to 4.999% 14 $ 197,835,986 13.8% 1.70x 58.39% 5.000% to 5.249% 14 143,846,293 10.0 1.25 72.65 5.250% to 5.499% 53 695,834,393 48.5 1.34 72.51 5.500% to 5.749% 34 338,771,941 23.6 1.34 73.63 5.750% to 5.999% 6 43,303,432 3.0 1.30 72.34 6.000% to 6.210% 3 15,580,875 1.1 1.38 61.02 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> ORIGINAL TERM TO MATURITY OR ARD <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF AGGREGATE % OF INITIAL DATE ORIGINAL TERMS NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- TO MATURITY/ARD MORTGAGE PRINCIPAL POOL U/W NCF VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 55 to 119 28 $ 413,449,301 28.8% 1.57x 64.61% 120 94 1,010,117,745 70.4 1.30 73.34 121 to 240 2 11,605,875 0.8 1.43 59.22 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> REMAINING TERM TO MATURITY OR ARD <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. RANGE OF CUT-OFF REMAINING AGGREGATE % OF INITIAL DATE TERMS TO NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- MATURITY/ ARD MORTGAGE PRINCIPAL POOL U/W NCF VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 49 to 59 13 $ 304,306,341 21.2% 1.63x 62.40% 60 to 119 108 1,102,010,705 76.8 1.31 72.99 120 to 238 3 28,855,875 2.0 1.34 71.23 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> ORIGINAL AMORTIZATION TERM <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF AGGREGATE % OF INITIAL DATE ORIGINAL NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- AMORTIZATION MORTGAGE PRINCIPAL POOL U/W NCF VALUE TERMS (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- Interest Only 4 $ 77,990,000 5.4% 1.66x 73.02% 180 to 240 7 83,841,301 5.8 1.38 67.00 241 to 300 4 40,154,717 2.8 1.46 62.48 301 to 360 109 1,233,186,904 85.9 1.36 71.08 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> REMAINING AMORTIZATION TERM <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF AGGREGATE % OF INITIAL DATE REMAINING NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- AMORTIZATION MORTGAGE PRINCIPAL POOL U/W NCF VALUE TERMS (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- Interest Only 4 $ 77,990,000 5.4% 1.66x 73.02% 176 to 240 7 83,841,301 5.8 1.38 67.00 241 to 300 4 40,154,717 2.8 1.46 62.48 301 to 360 109 1,233,186,904 85.9 1.36 71.08 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> MORTGAGE LOAN TYPE <TABLE> - ---------------------------------------------------------------------------------------------------------------- WTD. AVG. NUMBER AGGREGATE % OF INITIAL WTD. CUT-OFF OF CUT-OFF DATE MORTGAGE AVG. U/W DATE LOAN- MORTGAGE PRINCIPAL POOL NCF TO-VALUE MORTGAGE LOAN TYPE LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------------------------- Partial IO/Amortizing Balloon 56 $ 701,670,000 48.9% 1.28x 73.56% Amortizing Balloon 59 613,231,153 42.7 1.46 67.07 Interest Only 4 77,990,000 5.4 1.66 73.02 Amortizing ARD 2 21,175,893 1.5 1.38 75.28 Fully Amortizing 2 11,605,875 0.8 1.43 59.22 Partial IO/Amortizing ARD 1 9,500,000 0.7 1.32 79.83 - ---------------------------------------------------------------------------------------------------------------- TOTAL / WTD AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ================================================================================================================ </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 12 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - -------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF U/W MORTGAGE PRINCIPAL POOL U/W NCF VALUE NCF DSCR LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 1.13x to 1.19x 7 $ 75,529,883 5.3% 1.17x 71.86% 1.20x to 1.24x 34 383,287,602 26.7 1.22 74.95 1.25x to 1.29x 31 264,503,336 18.4 1.27 76.20 1.30x to 1.34x 15 141,215,596 9.8 1.32 75.18 1.35x to 1.39x 10 164,659,508 11.5 1.36 68.99 1.40x to 1.44x 10 100,866,812 7.0 1.43 70.18 1.45x to 1.49x 3 12,553,984 0.9 1.48 71.03 1.50x to 1.99x 13 288,456,199 20.1 1.74 59.25 2.00x to 2.99x 1 4,100,000 0.3 2.99 32.28 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> PREPAYMENT PROVISION TYPE <TABLE> - -------------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- PREPAYMENT MORTGAGE PRINCIPAL POOL U/W NCF VALUE PROVISION TYPE LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------------- LO/Defeasance 114 $1,347,073,842 93.9% 1.38x 70.65% LO/Grtrx%UPBorYM 5 36,651,341 2.6 1.38 75.90 YM 2 18,949,962 1.3 1.20 64.04 LO/YM 1 8,872,398 0.6 1.27 73.94 LO/Grtrx%UPBory%UPB+YM 2 23,625,378 1.6 1.32 70.15 - -------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ================================================================================================== </TABLE> CUT-OFF DATE LOAN-TO-VALUE RATIO <TABLE> - ---------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF CUT-OFF MORTGAGE PRINCIPAL POOL U/W NCF VALUE DATE LTV RATIO LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- 32.28% to 60.00% 8 $ 173,092,843 12.1% 1.88x 50.42% 60.01% to 65.00% 9 158,155,165 11.0 1.37 63.51 65.01% to 70.00% 17 223,306,865 15.6 1.35 68.16 70.01% to 75.00% 31 346,301,158 24.1 1.32 73.12 75.01% to 80.00% 58 520,791,890 36.3 1.27 78.89 80.01% to 80.03% 1 13,525,000 0.9 1.28 80.03 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================== </TABLE> MATURITY DATE OR ARD LOAN-TO-VALUE RATIO <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF MATURITY AGGREGATE % OF INITIAL DATE DATE OR ARD NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- LOAN-TO- MORTGAGE PRINCIPAL POOL U/W NCF VALUE VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 1.37% to 50.00% 10 $ 217,779,198 15.2% 1.75x 53.98% 50.01% to 55.00% 4 58,741,758 4.1 1.46 62.02 55.01% to 60.00% 17 192,696,480 13.4 1.33 68.63 60.01% to 65.00% 25 230,949,089 16.1 1.30 70.91 65.01% to 70.00% 48 457,263,386 31.9 1.27 75.95 70.01% to 79.12% 20 277,743,010 19.4 1.35 78.31 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% ============================================================================================= </TABLE> ENCUMBERED INTEREST <TABLE> - ------------------------------------------------------------------------------------------------------------ WTD. WTD. AVG. % OF AVG. WTD. CUT-OFF NUMBER AGGREGATE INITIAL WTD. STATED AVG. DATE OF CUT-OFF DATE MORTGAGE AVG. REMAINING U/W LOAN-TO- ENCUMBERED MORTGAGED PRINCIPAL POOL MORTGAGE TERM NCF VALUE INTEREST PROPERTIES BALANCE BALANCE RATE (MO.) DSCR RATIO - ------------------------------------------------------------------------------------------------------------ Fee Simple 124 $1,420,484,634 99.0% 5.346% 101 1.38x 70.66% Leasehold 3 14,688,287 1.0 5.575% 117 1.28 74.97 - ------------------------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 127 $1,435,172,921 100.0% 5.349% 101 1.38x 70.71% ============================================================================================================ </TABLE> SEASONING <TABLE> - ---------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- SEASONING MORTGAGE PRINCIPAL POOL U/W NCF VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- 0 to 5 87 $1,100,916,801 76.7% 1.40x 70.07% 6 to 11 37 334,256,120 23.3% 1.32 72.81 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% =============================================================================================== </TABLE> ACCRUAL TYPE <TABLE> - ------------------------------------------------------------------------------------------- WTD. AVG. NUMBER AGGREGATE % OF INITIAL WTD. CUT-OFF OF CUT-OFF DATE MORTGAGE AVG. U/W DATE LOAN- MORTGAGE PRINCIPAL POOL NCF TO-VALUE ACCRUAL TYPE LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------- Actual/360 Basis 123 $1,414,273,746 98.5% 1.38x 70.97% 30/360 1 $ 20,899,175 1.5 1.66 52.91 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 124 $1,435,172,921 100.0% 1.38x 70.71% =========================================================================================== </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 13 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - ------------------------------------------------------------------------------- PROPERTY TYPE <TABLE> - ------------------------------------------------------------------------------------------------------------------- AGGREGATE WTD. AVG. NUMBER OF CUT-OFF DATE % OF INITIAL WTD. AVG. CUT-OFF DATE PROPERTY TYPE MORTGAGED PRINCIPAL LOAN GROUP 1 U/W NCF LOAN-TO-VALUE SUBTYPE PROPERTIES BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------------------- Retail 57 $ 635,041,755 55.4% 1.44x 68.39% Anchored 24 263,852,562 23.0 1.29 73.55 Regional Mall 5 208,222,951 18.2 1.72 57.56 Unanchored 8 77,452,491 6.8 1.38 71.98 Anchored, Single Tenant 15 56,564,911 4.9 1.24 76.93 Shadow Anchored 4 20,076,441 1.8 1.29 72.66 Factory Outlet Center 1 8,872,398 0.8 1.27 73.94 Office 22 384,159,243 33.5 1.34 73.27 Suburban 14 203,313,875 17.7 1.40 71.67 CBD 4 90,455,369 7.9 1.27 71.53 Flex 1 51,200,000 4.5 1.28 80.00 Medical Office 3 39,190,000 3.4 1.24 76.81 Multifamily 3 24,000,663 2.1 1.27 69.41 Conventional 3 24,000,663 2.1 1.27 69.41 Industrial 8 52,643,218 4.6 1.30 72.03 Self Storage 4 28,383,952 2.5 1.52 74.89 Mixed Use 1 8,744,707 0.8 1.35 72.87 Other 1 8,375,378 0.7 1.54 54.74 Land 1 4,100,000 0.4 2.99 32.28 - ------------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 97 $1,145,448,916 100.0% 1.40x 70.18% =================================================================================================================== </TABLE> GEOGRAPHIC DISTRIBUTION <TABLE> - ------------------------------------------------------------------------------------------------------------------- AGGREGATE WTD. AVG. NUMBER OF CUT-OFF DATE % OF INITIAL WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL LOAN GROUP 1 U/W NCF LOAN-TO-VALUE STATE/REGION PROPERTIES BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------------------- California 22 $ 218,838,645 19.1% 1.36x 71.73% Southern California (1) 15 153,838,839 13.4 1.38 71.77 Northern California (1) 7 64,999,807 5.7 1.29 71.64 Maryland 5 154,658,475 13.5 1.38 69.00 North Carolina 3 141,396,153 12.3 1.84 53.55 Texas 19 111,735,841 9.8 1.29 77.61 New York 10 61,809,839 5.4 1.31 72.42 Florida 5 60,399,435 5.3 1.32 71.41 New Jersey 1 53,000,000 4.6 1.63 74.13 Washington 4 46,680,000 4.1 1.25 71.72 Georgia 2 33,640,000 2.9 1.28 72.72 Massachusetts 2 33,450,000 2.9 1.14 70.28 Other 24 229,840,527 20.1 1.33 73.59 - ------------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 97 $1,145,448,916 100.0% 1.40x 70.18% =================================================================================================================== </TABLE> INITIAL LOAN GROUP 1 PREPAYMENT RESTRICTION COMPOSITION OVER TIME(2) <TABLE> - ------------------------------------------------------------------------------------------ MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 - ------------------------------------------------------------------------------------------ Remaining Pool Balance(3) 100.00% 99.19% 98.22% 97.01% 95.56% Locked/Defeasance 98.35 98.39 98.03 94.39 93.84 Locked 98.35 98.39 98.03 0.60 0.00 Defeasance 0.00 0.00 0.00 93.79 93.84 Yield Maintenance (all) 1.65 1.61 1.97 5.25 5.80 Yield Maintenance 1.65 1.61 1.56 1.92 1.86 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 0.69 0.68 Grtr3%UPBorYM 0.00 0.00 0.00 0.90 0.90 Grtr1%UPBorYM 0.00 0.00 0.41 1.74 2.36 Open 0.00 0.00 0.00 0.35 0.35 TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% =========================================================================================== - -------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 60 72 84 96 108 120 - -------------------------------------------------------------------------------------------------- Remaining Pool Balance(3) 78.94% 76.43% 70.13% 68.55% 66.84% 0.65% Locked/Defeasance 94.39 94.41 94.13 94.24 94.35 28.09 Locked 0.00 0.00 0.00 0.00 0.00 0.00 Defeasance 94.39 94.41 94.13 94.24 94.35 28.09 Yield Maintenance (all) 5.61 5.59 5.87 5.76 5.65 71.91 Yield Maintenance 2.15 2.10 2.15 2.05 1.94 0.00 Grtr4%UPBor2%UPB+YM 0.79 0.78 0.81 0.78 0.75 71.91 Grtr3%UPBorYM 1.07 1.09 1.17 1.17 1.18 0.00 Grtr1%UPBorYM 1.60 1.63 1.75 1.76 1.77 0.00 Open 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ================================================================================================== </TABLE> (1) Northern California includes areas with zip codes of 93612 and above, and Southern California includes areas with zip codes of 92832 and below. (2) All numbers, unless otherwise noted, are as a percentage of the aggregate Loan Group No. 1 balance at the specified point in time. (3) Remaining aggregate Loan Group No. 1 balance as a percentage of the initial Loan Group No. 1 balance at the specified point in time. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 14 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - ------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE <TABLE> - ----------------------------------------------------------------------------------------------------- WTD. AVG. RANGE OF AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF % OF DATE DATE OF DATE INITIAL WTD. AVG. LOAN-TO- PRINCIPAL MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE BALANCES LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------------- (less than) $2,000,000 2 $ 1,780,415 0.2% 1.25x 79.48% $2,000,000 to $2,999,999 7 17,318,424 1.5 1.28 78.41 $3,000,000 to $3,999,999 8 29,065,270 2.5 1.27 75.30 $4,000,000 to $4,999,999 10 44,128,794 3.9 1.56 69.39 $5,000,000 to $5,999,999 7 39,137,433 3.4 1.33 72.83 $6,000,000 to $6,999,999 13 85,806,478 7.5 1.34 71.87 $7,000,000 to $7,999,999 3 23,263,781 2.0 1.42 68.88 $8,000,000 to $8,999,999 5 42,712,483 3.7 1.42 68.25 $9,000,000 to $9,999,999 3 28,134,273 2.5 1.29 79.53 $10,000,000 to $14,999,999 18 226,084,479 19.7 1.29 73.98 $15,000,000 to $19,999,999 4 71,540,369 6.2 1.23 74.56 $20,000,000 to $24,999,999 4 88,198,741 7.7 1.49 66.33 $25,000,000 to $29,999,999 2 52,000,000 4.5 1.17 71.95 $30,000,000 to $44,999,999 5 177,877,977 15.5 1.30 71.07 $45,000,000 to $114,200,000 3 218,400,000 19.1 1.72 62.15 - ----------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ===================================================================================================== </TABLE> MORTGAGE RATES <TABLE> - ------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE RANGE OF OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE RATES LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------ 4.598% to 4.999% 3 $ 122,350,000 10.7% 1.97x 48.98% 5.000% to 5.249% 8 91,892,985 8.0 1.26 70.03 5.250% to 5.499% 43 552,438,774 48.2 1.34 73.10 5.500% to 5.749% 31 319,882,849 27.9 1.35 73.45 5.750% to 5.999% 6 43,303,432 3.8 1.30 72.34 6.000% to 6.210% 3 15,580,875 1.4 1.38 61.02 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ========================================================================================== </TABLE> ORIGINAL TERM TO MATURITY OR ARD <TABLE> - ------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE ORIGINAL OF DATE INITIAL WTD. AVG. LOAN-TO- TERMS TO MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE MATURITY/ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------ 55 to 119 13 $ 257,647,734 22.5% 1.71x 61.47% 120 79 876,195,307 76.5 1.31 72.89 121 to 240 2 11,605,875 1.0 1.43 59.22 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ========================================================================================== </TABLE> REMAINING TERM TO MATURITY OR ARD <TABLE> - ------------------------------------------------------------------------------------------ WTD. AVG. RANGE OF AGGREGATE CUT-OFF REMAINING NUMBER CUT-OFF % OF DATE TERMS TO OF DATE INITIAL WTD. AVG. LOAN-TO- MATURITY/ MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------ 55 to 59 5 $ 182,816,341 16.0% 1.83x 57.96% 60 to 119 87 951,026,700 83.0 1.32 72.66 120 to 238 2 11,605,875 1.0 1.43 59.22 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ========================================================================================== </TABLE> ORIGINAL AMORTIZATION TERM <TABLE> - ------------------------------------------------------------------------------------------ AGGREGATE WTD. AVG. RANGE OF NUMBER CUT-OFF % OF CUT-OFF ORIGINAL OF DATE INITIAL WTD. AVG. DATE AMORTIZATION MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF LOAN-TO- TERMS (MOS) LOANS BALANCE BALANCE DSCR VALUE RATIO - ------------------------------------------------------------------------------------------- Interest Only 3 $ 61,750,000 5.4% 1.72x 71.41% 180 to 240 6 76,889,166 6.7 1.40 66.39 241 to 300 4 40,154,717 3.5 1.46 62.48 301 to 360 81 966,655,033 84.4 1.38 70.73 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% =========================================================================================== </TABLE> REMAINING AMORTIZATION TERM <TABLE> - ------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE REMAINING OF DATE INITIAL WTD. AVG. LOAN-TO- AMORTIZATION MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE TERMS (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------ Interest Only 3 $ 61,750,000 5.4% 1.72x 71.41% 176 to 240 6 76,889,166 6.7 1.40 66.39 241 to 300 4 40,154,717 3.5 1.46 62.48 301 to 360 81 966,655,033 84.4 1.38 70.73 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ========================================================================================== </TABLE> MORTGAGE LOAN TYPE <TABLE> - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE LOAN MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE TYPE LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ Partial IO/Amortizing Balloon 39 $ 529,410,000 46.2% 1.28x 74.37% Amortizing Balloon 47 512,007,147 44.7 1.49 65.57 Interest Only 3 61,750,000 5.4 1.72 71.41 Amortizing ARD 2 21,175,893 1.8 1.38 75.28 Fully Amortizing 2 11,605,875 1.0 1.43 59.22 Partial IO/Amortizing ARD 1 9,500,000 0.8 1.32 79.83 - ------------------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ====================================================================================================== </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 15 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - ------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR <TABLE> - ------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE RANGE OF OF DATE INITIAL WTD. AVG. LOAN-TO- U/W NCF MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE DSCR LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------ 1.13x to 1.19x 5 $ 58,457,749 5.1% 1.16x 70.33% 1.20x to 1.24x 21 283,105,198 24.7 1.22 74.62 1.25x to 1.29x 25 198,553,805 17.3 1.27 77.71 1.30x to 1.34x 14 137,263,414 12.0 1.32 75.05 1.35x to 1.39x 6 106,719,508 9.3 1.36 67.09 1.40x to 1.44x 6 56,239,059 4.9 1.43 73.80 1.45x to 1.49x 3 12,553,984 1.1 1.48 71.03 1.50x to 1.99x 13 288,456,199 25.2 1.74 59.25 2.00x to 2.99x 1 4,100,000 0.4 2.99 32.28 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ========================================================================================== </TABLE> PREPAYMENT PROVISION TYPE <TABLE> - ----------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- PREPAYMENT MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE PROVISION TYPE LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- LO/Defeasance 85 $1,072,599,837 93.6% 1.41x 70.18% LO/Grtrx%UPBorYM 5 36,651,341 3.2 1.38 75.90 YM 2 18,949,962 1.7 1.20 64.04 LO/YM 1 8,872,398 0.8 1.27 73.94 LO/Grtrx%UPBory%UPB+YM 1 8,375,378 0.7 1.54 54.74 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% =============================================================================================== </TABLE> CUT-OFF DATE LOAN-TO-VALUE RATIO <TABLE> - ------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE CUT-OFF OF DATE INITIAL WTD. AVG. LOAN-TO- DATE MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE LTV RATIO LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------- 32.28% to 60.00% 8 $ 173,092,843 15.1% 1.88x 50.42% 60.01% to 65.00% 6 107,055,165 9.3 1.37 63.71 65.01% to 70.00% 13 170,212,433 14.9 1.34 68.21 70.01% to 75.00% 25 297,882,355 26.0 1.34 73.27 75.01% to 80.00% 41 383,681,120 33.5 1.28 79.03 80.01% to 80.03% 1 13,525,000 1.2 1.28 80.03 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% =========================================================================================== </TABLE> MATURITY DATE OR ARD LOAN-TO-VALUE RATIO <TABLE> - ------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE MATURITY OF DATE INITIAL WTD. AVG. LOAN-TO- DATE OR ARD MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------ 1.37% to 50.00% 10 $ 217,779,198 19.0% 1.75x 53.98% 50.01% to 55.00% 4 58,741,758 5.1 1.46 62.02 55.01% to 60.00% 12 151,890,694 13.3 1.35 68.08 60.01% to 65.00% 17 138,488,671 12.1 1.28 72.77 65.01% to 70.00% 39 353,135,585 30.8 1.27 76.26 70.01% to 75.00% 12 225,413,010 19.7 1.37 78.26 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ========================================================================================== </TABLE> ENCUMBERED INTEREST <TABLE> - ---------------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE WTD. CUT-OFF NUMBER CUT-OFF % OF AVG. DATE OF DATE INITIAL U/W LOAN-TO ENCUMBERED MORTGAGED PRINCIPAL LOAN GROUP 1 NCF -VALUE INTEREST PROPERTIES BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------------- Fee Simple 94 $1,130,760,629 98.7% 1.40x 70.12% Leasehold 3 14,688,287 1.3 1.28 74.97 - ---------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 97 $1,145,448,916 100.0% 1.40x 70.18% ==================================================================================================== </TABLE> SEASONING <TABLE> - -------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE SEASONING (MOS) LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------- 0 to 5 65 $ 922,202,559 80.5% 1.43x 68.89% 6 to 8 29 223,246,356 19.5 1.30 75.50 - -------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ============================================================================================ </TABLE> ACCRUAL TYPE <TABLE> - --------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE ACCRUAL TYPE LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- Actual/360 Basis 93 $1,124,549,741 98.2% 1.40x 70.50% 30/360 1 $ 20,899,175 1.8 1.66 52.91 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 94 $1,145,448,916 100.0% 1.40x 70.18% ============================================================================================== </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 16 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 17 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - ------------------------------------------------------------------------------- PROPERTY TYPE <TABLE> - ------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE LOAN WTD. AVG. CUT-OFF DATE PROPERTY TYPE MORTGAGED PRINCIPAL GROUP 2 U/W NCF LOAN-TO-VALUE SUBTYPE PROPERTIES BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------------- Multifamily 29 $279,474,005 96.5% 1.30x 72.90% Conventional 23 185,474,005 64.0 1.27 76.56 Student Housing 6 94,000,000 32.4 1.35 65.68 Manufactured Housing 1 10,250,000 3.5 1.26 69.73 - ------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ============================================================================================================= </TABLE> GEOGRAPHIC DISTRIBUTION <TABLE> - ---------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE LOAN WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL GROUP 2 U/W NCF LOAN-TO-VALUE STATE/REGION PROPERTIES BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------------------------- Texas 7 $ 69,801,554 24.1% 1.27x 74.23% Michigan 2 30,600,000 10.6 1.27 65.72 Nevada 3 28,292,528 9.8 1.25 74.33 North Carolina 2 26,360,000 9.1 1.32 79.22 Missouri 1 19,400,000 6.7 1.36 68.07 Southern California(1) 1 15,250,000 5.3 1.20 78.61 Indiana 1 14,800,000 5.1 1.43 62.90 Ohio 1 14,700,000 5.1 1.43 62.90 Oregon 2 14,456,174 5.0 1.30 73.98 Wisconsin 1 14,000,000 4.8 1.22 80.00 Other 9 42,063,750 14.5 1.29 74.66 - ---------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ================================================================================================================ </TABLE> INITIAL LOAN GROUP 2 PREPAYMENT RESTRICTION COMPOSITION OVER TIME(2) <TABLE> - ----------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 - ----------------------------------------------------------------------------------------- Remaining Pool Balance(3) 100.00% 99.47% 98.51% 97.34% 96.00% Locked/Defeasance 100.00 100.00 100.00 94.61 65.25 Locked 100.00 100.00 100.00 0.00 0.00 Defeasance 0.00 0.00 0.00 94.61 65.25 Yield Maintenance (all) 0.00 0.00 0.00 5.39 5.39 Yield Maintenance 0.00 0.00 0.00 0.00 0.00 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 5.39 5.39 Grtr3%UPBorYM 0.00 0.00 0.00 0.00 0.00 Grtr1%UPBorYM 0.00 0.00 0.00 0.00 0.00 Open 0.00 0.00 0.00 0.00 29.37 - ----------------------------------------------------------------------------------------- Total 100.00% 100.00% 100.00% 100.00% 100.00% ========================================================================================= - --------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 60 72 84 96 108 120 - --------------------------------------------------------------------------------------------------- Remaining Pool Balance(3) 54.49% 53.46% 41.68% 40.81% 39.88% 0.00% Locked/Defeasance 100.00 100.00 100.00 100.00 100.00 0.00 Locked 0.00 0.00 0.00 0.00 0.00 0.00 Defeasance 100.00 100.00 100.00 100.00 100.00 0.00 Yield Maintenance (all) 0.00 0.00 0.00 0.00 0.00 0.00 Yield Maintenance 0.00 0.00 0.00 0.00 0.00 0.00 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 0.00 0.00 0.00 Grtr3%UPBorYM 0.00 0.00 0.00 0.00 0.00 0.00 Grtr1%UPBorYM 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 - --------------------------------------------------------------------------------------------------- Total 100.00% 100.00% 100.00% 100.00% 100.00% 0.00% =================================================================================================== </TABLE> (1) Northern California includes areas with zip codes of 93612 and above, and Southern California includes areas with zip codes of 92832 and below. (2) All numbers, unless otherwise noted, are as a percentage of the aggregate Loan Group No. 2 balance at the specified point in time. (3) Remaining aggregate Loan Group No. 2 balance as a percentage of the initial Loan Group No. 2 balance at the specified point in time. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 18 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - ------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE <TABLE> - ----------------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. CUT-OFF NUMBER CUT-OFF INITIAL CUT-OFF DATE OF DATE LOAN WTD. AVG. DATE LOAN- PRINCIPAL MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE BALANCES LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- (less than) $2,000,000 1 $ 1,386,000 0.5% 1.25x 79.88% $2,000,000 to $2,999,999 3 8,029,000 2.8 1.23 78.33 $3,000,000 to $3,999,999 1 3,952,182 1.4 1.33 79.84 $4,000,000 to $5,999,999 1 5,000,000 1.7 1.24 75.19 $6,000,000 to $6,999,999 3 19,560,455 6.8 1.27 77.04 $7,000,000 to $7,999,999 4 30,148,101 10.4 1.27 74.88 $8,000,000 to $8,999,999 3 25,322,905 8.7 1.30 71.28 $9,000,000 to $9,999,999 3 28,215,362 9.7 1.22 73.25 $10,000,000 to $14,999,999 6 78,370,000 27.0 1.33 69.93 $15,000,000 to $19,999,999 4 68,140,000 23.5 1.31 75.91 $20,000,000 to $21,600,000 1 21,600,000 7.5 1.29 63.34 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% =============================================================================================== </TABLE> MORTGAGE RATES <TABLE> - ------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF RANGE OF OF DATE LOAN WTD. AVG. DATE LOAN- MORTGAGE MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE RATES LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------- 4.780% to 4.999% 11 $ 75,485,986 26.1% 1.26x 73.63% 5.000% to 5.249% 6 51,953,308 17.9 1.23 77.29 5.250% to 5.499% 10 143,395,619 49.5 1.34 70.21 5.500% to 5.655% 3 18,889,092 6.5 1.25 76.67 - ------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ===================================================================================== </TABLE> ORIGINAL TERM TO MATURITY OR ARD <TABLE> - ------------------------------------------------------------------------------------ RANGE OF AGGREGATE % OF WTD. AVG. ORIGINAL NUMBER CUT-OFF INITIAL CUT-OFF TERMS TO OF DATE LOAN WTD. AVG. DATE LOAN- MATURITY/ MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------ 60 to 119 15 $155,801,567 53.8% 1.33x 69.80% 120 15 133,922,438 46.2 1.26 76.27 - ------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ==================================================================================== </TABLE> REMAINING TERM TO MATURITY OR ARD <TABLE> - ----------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF TERMS TO OF DATE LOAN WTD. AVG. DATE LOAN- MATURITY/ MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------- 49 to 59 8 $121,490,000 41.9% 1.35x 69.07% 60 to 119 21 150,984,005 52.1 1.26 75.04 120 1 17,250,000 6.0 1.27 79.31 - ----------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% =================================================================================== </TABLE> ORIGINAL AMORTIZATION TERM <TABLE> - ----------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. ORIGINAL NUMBER CUT-OFF INITIAL CUT-OFF AMORTIZATION OF DATE LOAN WTD. AVG. DATE LOAN- TERMS MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------- Interest Only 1 $ 16,240,000 5.6% 1.40x 79.12% 240 1 6,952,135 2.4 1.16 73.76 241 to 360 28 266,531,871 92.0 1.29 72.38 - ----------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% =================================================================================== </TABLE> REMAINING AMORTIZATION TERM <TABLE> - ------------------------------------------------------------------------------------ RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF AMORTIZATION OF DATE LOAN WTD. AVG. DATE LOAN- TERMS MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------ Interest Only 1 $ 16,240,000 5.6% 1.40x 79.12% 237 to 240 1 6,952,135 2.4 1.16 73.76 241 to 360 28 266,531,871 92.0 1.29 72.38 - ------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ==================================================================================== </TABLE> MORTGAGE LOAN TYPE <TABLE> - ----------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE LOAN WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL GROUP 2 U/W NCF VALUE MORTGAGE LOAN TYPE LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- Partial IO/Amortizing 17 $172,260,000 59.5% 1.30x 71.08% Balloon Amortizing Balloon 12 101,224,005 34.9 1.27 74.68 Interest Only 1 16,240,000 5.6 1.40 79.12 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% =============================================================================================== </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 19 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - ------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR <TABLE> - ----------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. RANGE OF NUMBER CUT-OFF INITIAL CUT-OFF U/W OF DATE LOAN WTD. AVG. DATE LOAN- NCF MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE DSCR LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------- 1.16x to 1.19x 2 $ 17,072,135 5.9% 1.18x 77.09% 1.20x to 1.24x 13 100,182,404 34.6 1.22 75.89 1.25x to 1.29x 6 65,949,531 22.8 1.28 71.63 1.30x to 1.34x 1 3,952,182 1.4 1.33 79.84 1.35x to 1.39x 4 57,940,000 20.0 1.37 72.51 1.40x to 1.43x 4 44,627,752 15.4 1.43 65.62 - ----------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% =================================================================================== </TABLE> PREPAYMENT PROVISION TYPE <TABLE> - ------------------------------------------------------------------------------------------ AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE LOAN WTD. AVG. DATE LOAN- PREPAYMENT MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE PROVISION TYPE LOANS BALANCE BALANCE DSCR RATIO LO/Defeasance 29 $274,474,005 94.7% 1.30x 72.47% LO/Grtrx%UPBory%UPB+YM 1 15,250,000 5.3 1.20 78.61 - ------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ========================================================================================== </TABLE> CUT-OFF DATE LOAN-TO-VALUE RATIO <TABLE> - ------------------------------------------------------------------------------------ RANGE OF AGGREGATE % OF WTD. AVG. CUT-OFF NUMBER CUT-OFF INITIAL CUT-OFF DATE OF DATE LOAN WTD. AVG. DATE LOAN- LTV MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------ 62.90% to 65.00% 3 51,100,000 17.6% 1.37x 63.09% 65.01% to 70.00% 4 53,094,432 18.3 1.35 68.00 70.01% to 75.00% 6 48,418,803 16.7 1.22 72.15 75.01% to 80.00% 17 137,110,770 47.3 1.27 78.48 - ------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ==================================================================================== </TABLE> MATURITY DATE OR ARD LOAN-TO-VALUE RATIO <TABLE> - ------------------------------------------------------------------------------------ AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF RANGE OF MATURITY OF DATE LOAN WTD. AVG. DATE LOAN- DATE OR ARD LOAN-TO- MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------ 56.92% to 60.00% 5 40,805,786 14.1% 1.27x 70.68% 60.01% to 65.00% 8 92,460,418 31.9 1.32 68.11 65.01% to 70.00% 9 104,127,801 35.9 1.29 74.88 70.01% to 79.12% 8 52,330,000 18.1 1.28 78.52 - ------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ==================================================================================== </TABLE> ENCUMBERED INTEREST <TABLE> - ------------------------------------------------------------------------------------------------------------------ WTD. WTD. AVG. AGGREGATE AVG. WTD. CUT-OFF NUMBER CUT-OFF % OF WTD. STATED AVG. DATE OF DATE INITIAL AVG. REMAINING U/W LOAN-TO- ENCUMBERED MORTGAGED PRINCIPAL MORTGAGE MORTGAGE TERM NCF VALUE INTEREST PROPERTIES BALANCE POOL BALANCE RATE (MO.) DSCR RATIO - ------------------------------------------------------------------------------------------------------------------ Fee Simple 30 $289,724,005 100.0% 5.253% 85 1.29x 72.79% - ------------------------------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 5.253% 85 1.29x 72.79% ================================================================================================================== </TABLE> SEASONING <TABLE> - ------------------------------------------------------------------------------------ AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE LOAN WTD. AVG. DATE LOAN- SEASONING MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------ 0 to 5 22 $178,714,242 61.7% 1.26x 76.14% 6 to 11 8 111,009,764 38.3 1.34 67.39 - ------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% ==================================================================================== </TABLE> ACCRUAL TYPE <TABLE> - ------------------------------------------------------------------------------------------- % OF WTD. AVG. NUMBER AGGREGATE INITIAL CUT-OFF OF CUT-OFF DATE LOAN WTD. AVG. DATE LOAN- MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE ACCRUAL TYPE LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------- Actual/360 Basis 30 $289,724,005 100.0% 1.29x 72.79% - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 30 $289,724,005 100.0% 1.29x 72.79% =========================================================================================== </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 20 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- TEN LARGEST LOANS/CROSSED GROUPS - ------------------------------------------------------------------------------- TEN LARGEST LOANS/CROSSED GROUPS BY CUT-OFF DATE PRINCIPAL BALANCE <TABLE> - -------------------------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL CUT-OFF DATE BALANCE LOAN LOAN PROPERTY PRINCIPAL PER LOAN NAME / PROPERTY NAME SELLER GROUP TYPE BALANCE SF/UNIT - -------------------------------------------------------------------------------------------------- 1) Carolina Place CGM 1 Retail $ 114,200,000(3) $ 192(3) 2) Novo Nordisk CGM 1 Office 53,000,000 235 Headquarters 3) 270 Technology Park CGM 1 Office 51,200,000 114 4) Penn Mar Shopping IXIS 1 Retail 38,877,977 102 Center 5) 250 West Pratt CGM 1 Office 37,000,000 104 6) Abilene Mall IXIS 1 Retail 37,000,000 111 7) United Supermarket CGM 1 35,433,430 Portfolio(1) United # 526 - Amarillo Retail 6,183,761 87 United # 517 - Wichita Retail 4,554,364 76 Falls United # 549 - Snyder Retail 3,839,019 87 United # 515 - Retail 3,497,243 81 Burkburnett United # 513 - Vernon Retail 3,203,157 74 United # 501 - Lubbock Retail 2,893,174 74 United # 509 - Levelland Retail 2,869,329 67 United # 527 - Amarillo Retail 2,225,518 62 United # 522 - Amarillo Retail 2,217,570 60 United # 533 - Amarillo Retail 2,169,880 60 United # 525 - Perryton Retail 961,742 29 United # 518 - Childress Retail 818,673 25 8) EDR Portfolio I(2) CGM 2 33,900,000 Jefferson Commons Multifamily 19,400,000 74,615 - University of Missouri Jefferson Commons Multifamily 14,500,000 59,671 - Texas Tech 9) The Plaza at IXIS 1 Office 33,500,000 122 Huntington Beach 10) Alamo Plaza CGM 1 Office 31,500,000 165 - --------------------------------------------------------------------------------------------------- TOTAL/WTD. AVG. $ 465,611,407 =================================================================================================== - ----------------------------------------------------------------------------------------------------------- % OF % OF CUT-OFF INITIAL INITIAL DATE MORTGAGE LOAN STATED LOAN-TO- POOL GROUP 1/2 REMAINING U/W NCF VALUE LOAN NAME / PROPERTY NAME BALANCE BALANCE TERM (MO.) DSCR RATIO - ----------------------------------------------------------------------------------------------------------- 1) Carolina Place 8.0%(3) 10.0%(3) 55 1.96x(3) 48.60%(3) 2) Novo Nordisk 3.7 4.6 57 1.63 74.13 Headquarters 3) 270 Technology Park 3.6 4.5 118 1.28 80.00 4) Penn Mar Shopping 2.7 3.4 117 1.36 64.26 Center 5) 250 West Pratt 2.6 3.2 115 1.35 68.52 6) Abilene Mall 2.6 3.2 116 1.23 79.74 7) United Supermarket 2.5 3.1 114 1.25 79.48 Portfolio(1) United # 526 - Amarillo 0.4 0.5 United # 517 - Wichita 0.3 0.4 Falls United # 549 - Snyder 0.3 0.3 United # 515 - 0.2 0.3 Burkburnett United # 513 - Vernon 0.2 0.3 United # 501 - Lubbock 0.2 0.3 United # 509 - Levelland 0.2 0.3 United # 527 - Amarillo 0.2 0.2 United # 522 - Amarillo 0.2 0.2 United # 533 - Amarillo 0.2 0.2 United # 525 - Perryton 0.1 0.1 United # 518 - Childress 0.1 0.1 8) EDR Portfolio I(2) 2.4 11.7 49 1.36 68.07 Jefferson Commons 1.4 6.7 - University of Missouri Jefferson Commons 1.0 5.0 - Texas Tech 9) The Plaza at Huntington 2.3 2.9 117 1.31 68.51 Beach 10) Alamo Plaza 2.2 2.8 117 1.23 75.00 - ----------------------------------------------------------------------------------------------------------- TOTAL/WTD. AVG. 32.4% 90 1.50X 67.31% =========================================================================================================== </TABLE> (1) The United Supermarket Portfolio represents twelve cross-collateralized and cross-defaulted loans: the United #526 - Amarillo Loan, the United #517 - Wichita Falls Loan, the United #549 - Snyder Loan, the United #515 - Burkburnett Loan, the United #513 - Vernon Loan, the United #501 - Lubbock Loan, the United #509 - Levelland Loan, the United #527 - Amarillo Loan, the United #522 - Amarillo Loan, the United #533 - Amarillo Loan, the United #525 - Perryton Loan and the United #518 - Childress Loan. (2) The EDR Portfolio I represents two cross-collateralized and cross-defaulted loans: the Jefferson Commons - Univeristy of Missouri Loan and the Jefferson Commons - Texas Tech Loan. (3) Reflects just the pooled portion of the Carolina Place Loan, and not the non-pooled portion thereof represented by the class CP-1, CP-2 and CP-3 certificates. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 21 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CAROLINA PLACE - ------------------------------------------------------------------------------- [SIX PICTURES OF CAROLINA PLACE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 22 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CAROLINA PLACE - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF CAROLINA PLACE OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 23 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CAROLINA PLACE(1) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE(2) $114,200,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE(3) 8.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR GGP/Homart II L.L.C. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.5975% MATURITY DATE January 11, 2010 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 55/355 REMAINING TERM / REMAINING AMORTIZATION TERM 55/355 LOCKBOX In-Place Hard, Springing Cash Management UP-FRONT RESERVES TAX/INSURANCE No/No ONGOING MONTHLY RESERVES TAX/INSURANCE(4) Springing REPLACEMENT(5) Springing TI/LC(6) Springing ADDITIONAL FINANCING(7) Yes POOLED MORTGAGE PORTION(8) LOAN(9) LOAN PAIR(10) ------------ ------------ ------------ CUT-OFF DATE PRINCIPAL BALANCE $114,200,000 $130,000,000 $167,919,878 CUT-OFF DATE PRINCIPAL BALANCE/SF $192 $218 $282 CUT-OFF DATE LTV RATIO 48.60% 55.32% 71.46% MATURITY DATE LTV RATIO 44.82% 51.02% 65.91% UW NCF DSCR 1.96x 1.72x 1.33x LOAN SHADOW RATING MOODY'S/S&P(11) A3/AA+ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) The Carolina Place Loan is part of a loan pair consisting of two (2) mortgage loans: (a) the Carolina Place Loan, which has a cut-off date principal balance of $130,000,000 and will be included in the trust fund; and (b) a generally subordinate Carolina Place Non-Trust Loan, which has a cut-off date principal balance of $37,919,878 and will not be included in the trust fund. In addition, for purposes of calculating distributions on various classes of the certificates, the Carolina Place Loan that will be included in the trust fund is being treated as if it consists of two portions: (a) a "pooled portion", with a cut-off date principal balance of $114,200,000, which will be pooled with the other mortgage loans in the trust fund to support the various classes of certificates (other than the Class CP-1, CP-2 and CP-3 certificates); and (b) a "non-pooled portion", with a cut-off date principal balance of $15,800,000, which will generally be subordinate to the pooled portion of the Carolina Place Loan and will support the Class CP-1, CP-2 and CP-3 certificates. (2) Represents cut-off date principal balance of the pooled portion of the Carolina Place Loan. (3) Based on the pooled portion of the Carolina Place Loan. (4) Upon the occurrence and during the continuance of a trigger event with respect to the Carolina Place Loan, the borrower shall pay to lender on each monthly payment date one-twelfth of the taxes that lender reasonably estimates will be payable during the next ensuing twelve months. The insurance escrow is waived so long as borrower provides evidence that insurance is provided under a blanket policy. A "trigger event" means the occurrence of (i) an event of default under the Carolina Place Loan or (ii) the date on which the debt service coverage ratio. (based on the Carolina Place Loan, the Carolina Place Non-Trust Loan and any permitted mezzanine debt) for the preceding twelve (12) consecutive months is less than 1.20x. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage ratio equals or exceeds 1.20x for twelve (12) consecutive months. (5) Upon the occurrence and during the continuance of a trigger event with respect to the Carolina Place Loan, the borrower shall deposit on each payment date an amount equal to $12,413.75 ($0.25/SF/Year), capped at $148,965 (one year of collections). (6) Upon the occurrence and during the continuance of a trigger event with respect to the Carolina Place Loan, the borrower shall deposit on each payment date the amount equal to $27,083.33 ($0.55/SF/Year), capped at $325,000 (one year of collections). (7) See Carolina Place Loan Summary for further discussion. (8) Calculated based on the pooled portion of the Carolina Place Loan only. (9) Calculated based on the Carolina Place Loan. (10) Calculated based on the aggregate of the Carolina Place Loan and the Carolina Place Non-Trust Loan. (11) Moody's and S&P have confirmed that the pooled portion of the Carolina Place Loan has, in the context of its inclusion in the trust, the credit characteristics consistent with that of an investment-grade rated obligation. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Pineville, NC PROPERTY TYPE Retail, Regional Mall SIZE (SF) 595,869 OCCUPANCY % AS OF FEBRUARY 21, 2005 94.9% YEAR BUILT / YEAR RENOVATED 1991/1994 APPRAISED VALUE $235,000,000 PROPERTY MANAGEMENT General Growth Management, Inc. UW ECONOMIC OCCUPANCY % 94.9% UW REVENUES $20,464,501 UW EXPENSES $6,114,775 UW NET OPERATING INCOME (NOI) $14,349,726 UW NET CASH FLOW (NCF) $13,825,013 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 24 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CAROLINA PLACE - -------------------------------------------------------------------------------- <TABLE> - --------------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - --------------------------------------------------------------------------------------------------------------------------------- % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------- ---------------------- ------------------------- ---------- ------------- -------- -------------- Anchor Owned Belk NR/NR/NR SHADOW ANCHOR -- NOT PART OF COLLATERAL Dillard's BB-/B2/BB SHADOW ANCHOR -- NOT PART OF COLLATERAL Hecht's BBB/Baa2/BBB SHADOW ANCHOR -- NOT PART OF COLLATERAL Anchor Tenants Sears BB/Ba1/BB+ 157,752 26.5% $ 3.95 $ 623,124 5.9% 7/23/11 J.C. Penney BB+/Ba1/BB+ 119,652 20.1% $ 4.10 $ 490,428 4.7% 5/31/11 ------- -------- ------- ---------- ---- Total Anchor Tenants 277,404 46.6% $ 4.01 $1,113,552 10.6% The Limited / Limited Too / Bath & Body Works NR/Baa2/BBB 22,616 3.8% $ 15.00 $ 339,240 3.2% 1/31/07 Victoria's Secret NR/Baa2/BBB 11,042 1.9% $ 27.00 $ 298,128 2.8% 1/31/13 Express NR/Baa2/BBB 10,577 1.8% $ 25.00 $ 264,420 2.5% 1/31/13 Lane Bryant NR/B2/BB- 10,350 1.7% $ 22.00 $ 227,700 2.2% MTM New York & Company NR/Baa2/BBB 8,000 1.3% $ 25.00 $ 200,004 1.9% 1/31/13 ------- -------- ------- ---------- ---- Top 5 Tenants 62,585 10.5% $ 21.24 $1,329,492 12.7% Non-major Tenants 225,400 37.8% $ 35.63 $8,030,855 76.7% Vacant Space 30,480 5.1% ------- -------- 100.0% COLLATERAL TOTAL 595,869 ======== ======= - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. <TABLE> - ------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - ------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ------------------------------------------------------------------------------------------------------------------------- 2005 9 $ 20.95 40,007 6.7% 6.7% 8.0% 8.0% 2006 10 $ 35.64 15,399 2.6% 9.3% 5.2% 13.2% 2007 13 $ 22.44 50,983 8.6% 17.9% 10.9% 24.2% 2008 11 $ 41.77 20,262 3.4% 21.3% 8.1% 32.2% 2009 4 $ 25.39 12,770 2.1% 23.4% 3.1% 35.3% 2010 5 $ 54.67 6,509 1.1% 24.5% 3.4% 38.7% 2011 14 $ 6.79 293,489 49.3% 73.7% 19.0% 57.8% 2012 12 $ 38.49 24,480 4.1% 77.9% 9.0% 66.8% 2013 18 $ 32.93 66,906 11.2% 89.1% 21.0% 87.8% 2014 11 $ 33.61 28,285 4.7% 93.8% 9.1% 96.9% 2015 5 $ 51.83 6,299 1.1% 94.9% 3.1% 100.0% --- ------- ---- ----- TOTALS 112 565,389 94.9% 100.0% ======= ==== ===== - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 25 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CAROLINA PLACE - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Carolina Place Loan") is secured by a first mortgage encumbering an anchored retail center located in Pineville, North Carolina (the "Caroline Place Property"). The Carolina Place Loan has a cut-off date principal balance of $130,000,000, and the pooled portion thereof, which totals $114,200,000, represents approximately 8.0% of the initial mortgage pool balance. The Carolina Place Loan was originated on December 14, 2004 and is part of a loan pair consisting of two (2) mortgage loans in the aggregate principal amount of $167,919,878, one of which in the principal amount of $37,919,878 will not be included in the trust (the "Carolina Place Non-Trust Loan"). The Carolina Place Non-Trust Loan is generally subordinate in right of payment to the Carolina Place Loan. The Carolina Place Loan has a remaining term of 55 months and matures on January 11, 2010. The Carolina Place Loan may be prepaid on or after July 11, 2009, and permits defeasance with United States government obligations beginning 2 years after the issue date for the series 2005-C3 certificates. o THE BORROWER. The borrower is Carolina Place L.L.C., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Carolina Place Loan. The sponsor of the borrower is GGP/Homart II L.L.C., whose economic interests are owned 50% by GGP Limited Partnership and 50% by New York State Common Retirement Fund. The majority of GGP Limited Partnership is owned by General Growth Properties, Inc., a publicly traded real estate investment trust ("REIT") (NYSE: GGP). GGP and its predecessor companies have been in the shopping center business as a buyer, seller, developer, and manager of real estate since 1954. As one of the largest regional mall REITs, GGP owns, develops, operates, and/or manages shopping malls in over 40 states. General Growth Properties also has the distinction of being one of the largest third-party managers for owners of regional malls. o THE PROPERTY. The Carolina Place Property includes 595,869 square feet that is part of a regional shopping center situated on approximately 92.6 acres. The Carolina Place Property was constructed in 1991 and renovated in 1994. The Carolina Place Property is located in Pineville, North Carolina, within the Charlotte, North Carolina metropolitan statistical area. As of February 21, 2005, the occupancy rate for the Carolina Place Property was approximately 94.9%. The largest tenant is Sears, Roebuck and Co. ("Sears") occupying 157,752 square feet, or 26.5% of the net rentable area. Sears is a multi-line retailer that offers a wide array of merchandise and related services. Founded in 1906, the company operates throughout the U.S., Puerto Rico and Canada. The company also provides home services (remodeling, appliance repairs, etc.) under the Sears HomeCentral brand. As of April 2005, Sears was rated "BB" by Fitch, "Ba1" by Moody's, and "BB+" by S&P. The Sears lease expires in July 2011. The second largest tenant is J.C. Penney Company, Inc. ("J.C. Penney"), occupying 119,652 square feet, or 20.1% of the net rentable area. J.C. Penney (NYSE: JCP), founded in 1902, is one of the nation's largest department store, catalog and e-commerce retailers, with approximately 150,000 associates. As of April 2005, J.C. Penney was rated "BB+" by Fitch, "Ba1" by Moody's, and "BB+" by S&P. The J.C. Penney lease expires in May 2011. The third largest tenant is The Limited, which operates as The Limited (13,705 square feet), Limited Too (4,614 square feet), and Bath & Body Works (4,297 square feet), occupying collectively 22,616 square feet, or 3.8% of the net rentable area. In total, The Limited Brands Inc. and its related entities, including The Limited Stores, Inc., Express LLC, and Victoria's Secret Stores Inc. occupy 44,235 square feet at the subject. Limited Brands Inc. (NYSE: LTD) sells women's intimate apparel and personal care products, and women's and men's apparel under various trade names through its specialty retail stores and catalog/e-commerce businesses. Founded in 1963 and headquartered in Columbus, OH, the company operates 1,500 Victoria's Secret stores, 1,600 Bath & Body Works stores and a combined 1,300 Express and The Limited stores. As of April 2005, Limited Brands Inc. was rated "Baa2" by Moody's and "BBB" by S&P. The Limited lease expires in January 2007. Effective October 1, 2005, The Limited is expected to relocate and downsize from the 13,705 square feet space to 4,987 square feet space at the Carolina Place Property. The new Limited lease is expected to expire in September 2015. Effective April 1, 2006, Forever 21 is expected to move into The Limited's original 13,705 square feet space. The Forever 21 lease expires in March 2016. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 26 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- CAROLINA PLACE - -------------------------------------------------------------------------------- o LOCK BOX ACCOUNT. All rents will be deposited into a lockbox and swept daily to the borrower's account. Upon the occurrence and during the continuance of a "trigger event" with respect to the Carolina Place Loan, funds in the lockbox will be transferred daily to the cash collateral account and applied pursuant to the cash management agreement. Upon the cure of the trigger event, funds will again be swept daily from the lockbox to the borrower's account. A "trigger event" means the occurrence of (i) an event of default under the Carolina Place Loan or (ii) the date on which the debt service coverage ratio (based on the Carolina Place Loan, the Carolina Place Non-Trust Loan and any permitted mezzanine debt) for the preceding twelve (12) consecutive months is less than 1.20x. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage ratio equals or exceeds 1.20x for twelve (12) consecutive months. o MANAGEMENT. An affiliate of the sponsor, General Growth Management, Inc., is the property manager for the Carolina Place Property. o MEZZANINE DEBT. Under the related loan documents, the sole member of borrower is permitted to obtain mezzanine financing secured by its ownership interest in the borrower, subject to, among other conditions: (i) a maximum loan-to-value ratio (based on the aggregate balances of the Carolina Place Loan, the Carolina Place Non-Trust Loan and the mezzanine debt) of 72%; (ii) if the mezzanine debt bears interest at a floating rate, the maintenance of an interest rate cap agreement during the term of the mezzanine loan with a strike price that results in a debt service coverage ratio (based on the aggregate debt service payments under the Carolina Place Loan, the Carolina Place Non-Trust Loan and the mezzanine debt) of no less than 1.37x; (iii) if the mezzanine debt bears interest at a fixed rate, a weighted average debt service constant (based on the aggregate balances of the Carolina Place Loan, the Carolina Place Non-Trust Loan and the mezzanine debt) of no greater than 6.14%; (iv) the debt service coverage ratio (based on the aggregate debt service under the Carolina Place Loan, the Carolina Place Non-Trust Loan and the mezzanine debt) immediately following the closing of the mezzanine debt will not be less than 1.37x (with the interest rate for any portion of the mezzanine debt that bears interest at a floating rate calculated using the strike price referred to in clause (ii) above); (v) rating agency confirmation; and (vi) an intercreditor agreement in form and substance acceptable to the rating agencies and reasonably acceptable to the mortgage lender. o PARTIAL RELEASES. The related loan documents permit the borrower to obtain the release of one or more parcels or outlots proposed to be transferred to a third party in connection with the expansion or other development of the Carolina Place Property upon satisfaction of certain conditions, including among others, that (i) no default or event of default have occurred and be continuing under the Carolina Place Loan, (ii) the parcel is vacant, non-income producing and unimproved and (iii) the value of the release parcel is less than 5% of the total land value of the Carolina Place Property or the rating agencies confirm that the release will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned to the series 2005-C3 certificates. o ADDITIONAL DEBT. The related loan documents permit holders of indirect ownership interests in the borrower to pledge their interests as security for additional debt, provided that, among other things, the following conditions are satisfied: (i) no event of default under the Carolina Place Loan has occurred and is continuing, (ii) the pledge is to a "qualified pledgee" or is subject to the lender's prior written consent, which may be withheld in the lender's sole and absolute discretion, provided that the lender's consent may not be unreasonably withheld, if the Borrower has delivered (A) rating agency confirmation that the pledge will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series 2005-C3 certificates and (B) a substantive non-consolidation opinion reasonably acceptable to the lender and the rating agencies, and (iii) in the event the property manager of the Carolina Place Property will change in connection with the pledge, the replacement property manager must meet the conditions of a substitute manager set forth in the related loan documents. Pledges of equity to or from affiliates of the borrower are also permitted. A "qualified pledgee" generally means one or more institutional entities that (A) has total assets (in name or under management) in excess of $650,000,000, and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of $250,000,000; and (B) is regularly engaged in the business of making or owning commercial real estate loans or commercial loans secured by a pledge of interests in a mortgage borrower or owning and operating commercial mortgage properties; or (ii) an entity for which the borrower has obtained rating agency confirmation. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 27 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- NOVO NORDISK HEADQUARTERS - ------------------------------------------------------------------------------- [TWO PICTURES OF NOVO NORDISK HEADQUARTERS OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 28 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- NOVO NORDISK HEADQUARTERS - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF NOVO NORDISK HEADQUARTERS OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 29 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- NOVO NORDISK HEADQUARTERS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $53,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 3.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Howard C. Hallengren, Jack D. Miller, Scott Sweeney OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.4000% MATURITY DATE March 11, 2010 AMORTIZATION TYPE Interest Only ORIGINAL TERM / AMORTIZATION TERM 60/Interest Only REMAINING TERM / REMAINING AMORTIZATION TERM 57/Interest Only LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes/Yes NOVO INCENTIVE RESERVE(1) $1,095,000 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes/Yes REPLACEMENT $2,821 TI/LC(2) $90,000 NOVO INCENTIVE RESERVE(1) $833 ADDITIONAL FINANCING(3) Yes CUT-OFF DATE PRINCIPAL BALANCE $53,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $235 CUT-OFF DATE LTV RATIO 74.13% MATURITY DATE LTV RATIO 74.13% UW NCF DSCR 1.63x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) At closing, borrower deposited $1,095,000. In addition, borrower shall deposit with lender monthly (i) on the first payment date and each payment date thereafter through the first anniversary of the first payment date an amount of $833.33; (ii) on the payment date following the first anniversary of the first payment date and each payment date thereafter through the second anniversary of the first payment date an amount of $6,250; and (iii) on the payment date following the second anniversary of the first payment date through the maturity date, an amount of $14,583. However, if cash flow, after payment of debt service and funding of tax, insurance, replacement and TI/LC reserves, is not sufficient to fund the monthly amount for the Novo Incentive Reserve, then the monthly amount for the Novo Incentive Reserve shall be reduced by the amount of the deficiency. On each of the initial three payment dates, lender shall disburse $65,255 ("Novo Free Rent") from the Novo Incentive Reserve and deposit such amount into the cash collateral account. The remainder of the Novo Incentive Reserve is available to fund certain work, reimbursements and credits related to the obligations of the landlord under the Novo Nordisk lease. (2) If cash flow, after payment of debt service and funding of tax, insurance and replacement reserves, is not sufficient fo fund the TI/LC monthly deposit of $90,000, the required TI/LC monthly deposit shall be reduced by the amount of such deficiency. Also, total deposits into the TI/LC reserve are capped at $1,080,000, which reduces to $150,000 if and when the space currently leased to American Re Insurance is relet or the American Re Insurance lease is renewed. (3) See Novo Nordisk Headquarters Loan Summary for further discussion. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Princeton, NJ PROPERTY TYPE Office, Suburban SIZE (SF) 225,651 OCCUPANCY % AS OF OCTOBER 1, 2004 98.3% YEAR BUILT / YEAR RENOVATED 2000 & 2001/NAP APPRAISED VALUE $71,500,000 PROPERTY MANAGEMENT Crimson Corporate Services UW ECONOMIC OCCUPANCY % 94.8% UW REVENUES $7,385,123 UW EXPENSES $2,332,107 UW NET OPERATING INCOME (NOI) $5,053,016 UW NET CASH FLOW (NCF) $4,723,190 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REG ARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 30 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- NOVO NORDISK HEADQUARTERS - -------------------------------------------------------------------------------- <TABLE> - ---------------------------------------------------------------------------------------- TENANT SUMMARY - ---------------------------------------------------------------------------------------- % OF NET RATINGS NET RENTABLE RENTABLE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA - ---------------------------------------------------------------------------------------- Novo Nordisk Pharmaceuticals, Inc. NR/A2/A- 154,101 68.3% American Re-Insurance Company NR/A3/BBB 39,096 17.3% Predix Pharmaceuticals, Inc.(2) NR/A2/A- 25,338 11.2% Patrinely Group (Crimson, Mgr) NR/NR/NR 3,359 1.5% ------- ----- Top Tenants 221,894 98.3% Non-major Tenants NAP NAP Vacant Space 3,757 1.7% ------- ----- COLLATERAL TOTAL 225,651 100.0% ======= ===== - ------------------------------------------------------------------------------------------ % OF ACTUAL DATE OF LEASE TENANT NAME RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------ Novo Nordisk Pharmaceuticals, Inc. $ 28.88 $4,450,437 68.0% 12/31/14 American Re-Insurance Company $ 31.00 $1,211,976 18.5% 9/30/06 Predix Pharmaceuticals, Inc.(2) $ 30.75 $ 779,144 11.9% 6/30/11 Patrinely Group (Crimson, Mgr) $ 31.00 $ 104,129 1.6% 10/30/06 ------- ---------- ----- Top Tenants $ 29.50 $6,545,685 100.0% Non-major Tenants NAP NAP Vacant Space COLLATERAL TOTAL - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) Predix Pharmaceuticals, Inc. sublet the space to Novo Nordisk who in turn has sublet the space to ZS Associates. Novo's sublease/assumption of Predix's lease/rate has been guaranteed by Novo Nordisk Pharmaceuticals, Inc. The credit rating indicated above is of Novo Nordisk since this tenant has guaranteed the lease. <TABLE> - -------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - -------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - -------------------------------------------------------------------------------------------------------------------------- 2005 0 $ 0.00 0 0.00% 0.0% 0.0% 0.0% 2006 2 $ 31.00 42,455 18.8% 18.8% 20.1% 20.1% 2007 0 $ 0.00 0 0.00% 18.8% 0.0% 20.1% 2008 0 $ 0.00 0 0.00% 18.8% 0.0% 20.1% 2009 0 $ 0.00 0 0.00% 18.8% 0.0% 20.1% 2010 0 $ 0.00 0 0.00% 18.8% 0.0% 20.1% 2011 1 $ 30.75 25,338 11.2% 30.0% 11.9% 32.0% 2012 0 $ 0.00 0 0.00% 30.0% 0.0% 32.0% 2013 0 $ 0.00 0 0.00% 30.0% 0.0% 32.0% 2014 1 $ 28.88 154,101 68.3% 98.3% 68.0% 100.0% 2015 0 $ 0.00 0 0.00% 98.3% 0.0% 100.0% --- ------- ----- ----- TOTALS 4 221,894 98.3% 100.0% ======= ===== ===== - -------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 31 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- NOVO NORDISK HEADQUARTERS - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Novo Nordisk Headquarters Loan") is secured by a first mortgage encumbering two office buildings located in Princeton, New Jersey (the "Novo Nordisk Headquarters Property"). The Novo Nordisk Headquarters Loan represents approximately 3.7% of the initial mortgage pool balance. The Novo Nordisk Headquarters Loan was originated on February 16, 2005 and has a principal balance as of the cut-off date of $53,000,000. The Novo Nordisk Headquarters Loan provides for interest-only payments for the entire 60 months of its term. The Novo Nordisk Headquarters Loan has a remaining term of 57 months and matures on March 11, 2010. The Novo Nordisk Headquarters Loan may be prepaid on or after December 11, 2009 and permits defeasance with United States government obligations beginning 2 years after the issue date for the series 2005-C3 certificates. o THE BORROWER. The borrower is Princeton Owner Corp., a special purpose entity (the "Novo Borrower"). PNJ Tenant Partners, L.P. (the "Master Tenant"), also a special purpose entity, leases the Novo Nordisk Headquarters Property under a subordinated master lease. Legal counsel to the Novo Borrower and Master Tenant delivered a non-consolidation opinion in connection with the origination of the Novo Nordisk Headquarters Loan. The sponsors, Howard C. Hallengren, Jack D. Miller, and Scott Sweeney, are all principals at Falcon Real Estate Investment Company, Ltd. ("Falcon"), a specialized, professional organization that provides a range of advisory and management services for international investors in U.S. real estate. Acting in a fiduciary capacity, Falcon assists clients in acquiring new properties, managing existing properties, and arranging mortgage financing. Falcon currently provides management services for commercial real estate properties in major markets nationwide. o THE PROPERTY. The Novo Nordisk Headquarters Property is two office buildings containing approximately 225,651 square feet and situated on approximately 24.4 acres. The Novo Nordisk Headquarters Property was constructed in 2000 and 2001 and is located in Princeton, New Jersey, within the Central New Jersey region. As of October 1, 2004, the occupancy rate for the Novo Nordisk Headquarters Property was approximately 98.3%. The largest tenant is Novo Nordisk Pharmaceuticals, Inc. ("Novo Nordisk"), which occupies approximately 154,101 square feet, or approximately 68.3% of the net rentable area. Headquartered in Denmark, Novo Nordisk manufactures and markets pharmaceutical products and services via production facilities in seven countries and affiliates or offices in 68 countries. As of April 2005, Novo Nordisk was rated "A2" by Moody's and "A-" by S&P. The Novo Nordisk lease expires December 2014. The second largest tenant is American Re-Insurance Company ("American Re-Insurance") occupying approximately 39,096 square feet, or approximately 17.3% of the net rentable area. American Re-Insurance Company, founded in 1917, offers services including catastrophic medical care, reinsurance brokerage, actuarial services, catastrophe risk management, and underwriting and operational reviews and financial advisory services for insurers. American Re-Insurance Company is a member of the Munich Re Group, one of the leading reinsurance groups in the world. As of April 2005, American Re-Insurance was rated "A3" by Moody's and "BBB" by S&P. The American Re-Insurance lease expires in September 2006. The third largest tenant is Predix Pharmaceuticals, Inc. ("Predix") leasing approximately 25,338 square feet, or approximately 11.2% of the net rentable area. Predix sublet the space to Novo Nordisk who in turn has sublet the space to ZS Associates. Novo Nordisk's sublease/assumption of Predix's lease/rate has been guaranteed by Novo Nordisk. The sublease was signed to facilitate Novo's expansion into 100% of the building occupied by it under its lease by relocating ZS Associates from such building into the Predix space. ZS Associates is a private company and was founded in 1983. The company focuses on matters ranging from go-to-market strategy and sales force design to areas of implementation such as compensation and account targeting. The firm employs over 500 people and is based in 12 offices around the world. The Predix lease expires in June 2011. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lock box account under the lender's control, and transferred to a lender-controlled cash management account. Provided no event of default exists under the loan documents, excess cash flow, after funding of current debt service and reserve deposits, is disbursed to or at the direction of the borrower, unless Novo's credit rating drops to or below "BBB-" by S&P or Fitch or "Baa3" by Moody's, in which event excess cash flow, after funding of operating expenses, is held by the lender as additional collateral for the loan and disbursed to or at the direction of the borrower if and when Novo's credit rating raises above "BBB-" by S&P and Fitch and "Baa3" by Moody's. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 32 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- NOVO NORDISK HEADQUARTERS - -------------------------------------------------------------------------------- o MANAGEMENT. Crimson Corporate Services, LLC ("Crimson") is the property manager for the Novo Nordisk Headquarters Property. Crimson is a subsidiary of Crimson Capital, Ltd., a real estate services and investment holding company. Crimson currently manages properties in Texas, Arizona, Colorado, Florida, New Jersey, and Virginia. Crimson provides direct on-site management, as it has an office located at the property within the tenant, Patrinely Group, an affiliate of the management company. o SUBORDINATE DEBT. There is a $20,000,000 unsecured loan to the Master Tenant, which is subject to a subordination and standstill agreement between the holder of the subordinate loan and the mortgage lender and is repayable out of excess cash flow. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 33 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 270 TECHNOLOGY PARK - ------------------------------------------------------------------------------- [FOUR PICTURES OF 270 TECHNOLOGY PARK OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 34 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 270 TECHNOLOGY PARK - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF 270 TECHNOLOGY PARK OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 35 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 270 TECHNOLOGY PARK - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $51,200,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 3.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Henry H. Goldberg OWNERSHIP INTEREST Fee Simple(1) MORTGAGE RATE 5.4000% MATURITY DATE April 11, 2015 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120/360 REMAINING TERM / REMAINING AMORTIZATION TERM 118/360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX/INSURANCE Yes/Yes TI/LC(2) $3,700,000 GROUND RENT $40,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes/Yes REPLACEMENT $5,616 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $51,200,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $114 CUT-OFF DATE LTV RATIO 80.00% MATURITY DATE LTV RATIO 71.42% UW NCF DSCR 1.28x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Certain parking areas are leased, but are not shown as a leasehold. See 270 Technology Park Loan Summary for further discussion. (2) In lieu of ongoing TI/LC collections during the first three years of the loan, the borrower posted a letter of credit for $3,700,000. Commencing January 2008, the first mortgage leasing reserve collection shall be at $31,075.83 per month ($0.83/SF/Year). To the extent additional cash flow is available, collections shall be an additional $6,364.93 per month ($0.17/SF/Year), for a total of $37,440.75 per month ($1.00/SF/Year). Collection of leasing reserves shall not be required at any time if the balance in the leasing reserve (including any prior undisbursed deposits) together with the amount of any outstanding letter of credit, is at least $3,000,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Frederick, MD PROPERTY TYPE Office, Flex SIZE (SF) 449,289 OCCUPANCY % AS OF DECEMBER 8, 2004 93.8% YEAR BUILT / YEAR RENOVATED 1986-1992/NAP APPRAISED VALUE $64,000,000 PROPERTY MANAGEMENT McShea & Company, Inc UW ECONOMIC OCCUPANCY % 91.0% UW REVENUES $6,300,759 UW EXPENSES $1,545,556 UW NET OPERATING INCOME (NOI) $4,755,203 UW NET CASH FLOW (NCF) $4,407,766 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 36 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 270 TECHNOLOGY PARK - -------------------------------------------------------------------------------- <TABLE> - ----------------------------------------------------------------------------------------- TENANT SUMMARY - ----------------------------------------------------------------------------------------- % OF NET RATINGS NET RENTABLE RENTABLE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA - ----------------------------------------------------------------------------------------- Wells Fargo Home Mortgage, Inc.(2) AA/Aa1/AA- 277,679 61.8% Aeroflex/Winschel NR/NR/NR 34,678 7.7% Signal Solutions NR/A2/A 20,000 4.5% NSGDATA.COM NR/NR/NR 17,516 3.9% Builder's Supply NR/NR/NR 14,986 3.3% ------- ----- Top 5 Tenants 364,859 81.2% Non-major Tenants 56,465 12.6% Vacant Space 27,965 6.2% ------- ----- COLLATERAL TOTAL 449,289 100.0% ======= ===== - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- % OF ACTUAL DATE OF LEASE TENANT NAME RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------------------------------------------------------------- Wells Fargo Home Mortgage, Inc.(2) $ 12.37 $3,434,728 66.6% Various Aeroflex/Winschel $ 10.18 $ 353,022 6.8% 2/28/11 Signal Solutions $ 12.87 $ 257,500 5.0% 12/31/05 NSGDATA.COM $ 12.10 $ 211,987 4.1% 7/31/06 Builder's Supply $ 11.50 $ 172,339 3.3% 12/31/05 ------- ---------- ---- Top 5 Tenants $ 12.14 $4,429,576 85.9% Non-major Tenants $ 12.92 $ 729,449 14.1% Vacant Space COLLATERAL TOTAL - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. (2) The tenant occupies multiple suites containing various lease expiration dates: 72.5% of the tenant's space expires May 31, 2007 at a blended rental rate of $12.46/SF; 14.6% of the tenant's space expires September 30, 2008 at a rental rate of $12.88/SF; and 12.9% of the tenant's space expires November 30, 2006 at a rental rate of $11.27/SF. <TABLE> - -------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - -------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - -------------------------------------------------------------------------------------------------------------------------- 2005 5 $ 12.42 46,497 10.3% 10.3% 11.2% 11.2% 2006 3 $ 11.77 57,774 12.9% 23.2% 13.2% 24.4% 2007 3 $ 12.44 225,560 50.2% 73.4% 54.4% 78.8% 2008 2 $ 12.90 42,349 9.4% 82.8% 10.6% 89.4% 2009 2 $ 13.68 7,576 1.7% 84.5% 2.0% 91.4% 2010 0 $ 0.00 0 0.0% 84.5% 0.0% 91.4% 2011 1 $ 10.18 34,678 7.7% 92.2% 6.8% 98.2% 2012 1 $ 13.40 6,890 1.5% 93.8% 1.8% 100.0% 2013 0 $ 0.00 0 0.0% 93.8% 0.0% 100.0% 2014 0 $ 0.00 0 0.0% 93.8% 0.0% 100.0% 2015 0 $ 0.00 0 0.0% 93.8% 0.0% 100.0% -- ------- ---- ----- TOTALS 17 421,324 93.8% 100.0% ======= ==== ===== - -------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 37 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 270 TECHNOLOGY PARK - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "270 Technology Park Loan") is secured by a first mortgage encumbering eleven office buildings located in Frederick, Maryland (the "270 Technology Park Property"). The 270 Technology Park Loan represents approximately 3.6% of the initial mortgage pool balance. The 270 Technology Park Loan was originated on March 23, 2005 and has a principal balance as of the cut-off date of $51,200,000. The 270 Technology Park Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The 270 Technology Park Loan has a remaining term of 118 months and matures on April 11, 2015. The 270 Technology Park Loan may be prepaid on or after January 11, 2015 and permits defeasance with United States government obligations beginning 2 years after the issue date for the series of 2005-C3 certificates. o THE BORROWERS. The borrowers are Frederick-Tech I Borrower, LLC, Frederick-Tech II Borrower, LLC and Frederick-Tech III Borrower, LLC, all special purpose entities. The 270 Technology Park Loan is fully guaranteed by three guarantors related to the borrowers, each one of which owns a portion of the 270 Technology Park Property and have granted a first mortgage, in the form of an indemnity deed of trust, on the 270 Technology Park Property (such borrowers and guarantors are collectively referred to herein as the "270 Technology Park Borrowers"). Legal counsel to the 270 Technology Park Borrowers delivered a non-consolidation opinion in connection with the origination of the 270 Technology Park Loan. The 270 Technology Park Borrowers are affiliates of Henry H. Goldberg. Mr. Goldberg is Chairman of the Board, Chief Executive Officer and founder of the Artery Group, LLC (the "Artery Group"), which is 99% owned by Mr. Goldberg, and 1% owned by Carol Goldberg. Mr. Goldberg has experience with all aspects of commercial and residential construction, rehabilitation and property management, and is directly involved in the Artery Group's day-to-day operations. The Artery Group has been active in the land development, home building, construction, construction management and property management businesses since 1959. Affiliates of Mr. Goldberg and the Artery Group have in the past been involved in several bankruptcies relating to certain real estate investments other than the 270 Technology Park Property. Based upon discussions with Artery Group representatives and references from other lenders to affiliates of the Artery Group and Mr. Goldberg, management of the real estate affected by such bankruptcies was generally retained by the Artery Group affiliates in an effort to work through problems and reach resolution with the affected lenders. o THE PROPERTY. The 270 Technology Park Property is an approximately 449,289 square foot office building situated on approximately 40.7 acres. The 270 Technology Park Property was constructed in 1986 through 1992 and is located in Frederick, Maryland, within the Washington, D.C metropolitan statistical area. As of December 8, 2004, the occupancy rate for the 270 Technology Park Property was approximately 93.8%. The largest tenant is Wells Fargo Home Mortgage, Inc. ("Wells Fargo") occupying approximately 277,679 square feet, or approximately 61.8% of the net rentable area. Wells Fargo Home Mortgage, Inc. is a subsidiary of Wells Fargo & Company, a diversified financial services company providing banking, insurance, investments, mortgage banking and consumer finance to consumers, businesses and institutions. This location houses a number of business lines for Wells Fargo. The largest is loan servicing, then retail production, IT, and an operations center among several others. The Wells Fargo leases expire at various dates: 72.5%, 14.6%, and 12.9% of the Wells Fargo's space expires May 2007, September 2008 and November 2006, respectively. As of May 2005, Wells Fargo & Co was rated "AA" by Fitch, "Aa1" by Moody's, and "AA-" by S&P. The second largest tenant is Aeroflex / Weinschel ("Aeroflex") occupying approximately 34,678 square feet, or approximately 7.7% of the net rentable area. Aeroflex develops, manufactures, markets, and sells high quality microwave and RF components and subsystems for wireless mobile and broadband infrastructure and test applications. The company's largest customer is the US government, which accounts for a third of sales. Aeroflex also sells to blue-chip clients such as military contractor Lockheed Martin, communications chip maker Agere Systems, and test equipment maker as Teradyne. The Aeroflex lease expires in February 2011. The third largest tenant is Signal Solutions ("Signal Solutions") occupying approximately 20,000 square feet, or approximately 4.5% of the net rentable area. Signal Solutions, a General Dynamics company, was formerly Veridian IT Services, a diversified high-technology services company headquartered in the Washington, D.C. Metropolitan area. In August 2003 Veridian was acquired by General Dynamics Corp., and Signal Solutions was incorporated into the Network System division. Signal Solutions is a leader in providing Information Technology (IT) and Engineering & Management products and services to ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 38 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 270 TECHNOLOGY PARK - -------------------------------------------------------------------------------- industry and Government. Signal Solutions' information technology services include design, installation, and administration of LAN/WANs; help desk services; software development; system design and engineering; facility operations; and system and database administration. The Signal Solutions lease expires in December 2005. As of May 2005, General Dynamics Corp was rated "A2" by Moody's and "A" by S&P. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lock box account under the lender's control, and transferred to a lender-controlled cash management account. Provided no event of default exists under the loan documents, excess cash flow, after funding of current debt service and reserve deposits, is disbursed to or at the direction of the borrower, unless a periodically measured debt service coverage ratio (based upon an assumed annualized debt service of 6.97% of the outstanding loan amount) falls below 1.10:1, in which event excess cash flow, after funding of operating expenses, is held by the lender as additional collateral for the loan and disbursed to or at the direction of the borrower if and when such debt service coverage ratio again achieves 1.10:1. o MANAGEMENT. McShea & Company, Inc is the property manager for the 270 Technology Park Property. Founded in 1983, McShea & Company, Inc. serves the Washington/Baltimore metropolitan area with comprehensive commercial real estate services and support. McShea & Company, Inc. has offices in Gaithersburg, Columbia, Frederick, Annapolis, Bethesda and Rockville, Maryland and Tyson's Corner, Virginia. o WELLS FARGO TERMINATION OPTION. Wells Fargo has the right to reduce its space in buildings 7445 New Technology Way, 7485 and 7495 New Horizon Way at anytime with six months notice subject to a termination fee equal to six months rent of the space that is vacated plus the pro-rated amount of the unamortized tenant improvements. If Wells Fargo exercises any such termination options (but not in the event of, or as may result from, any expiration or non-renewal of any Wells Fargo lease(s)), then if and for so long as the 270 Technology Park Property is performing below a 91% occupancy level and a 1.20x debt service coverage ratio (based upon a 6.97% constant), as calculated pursuant to the loan documents, excess net cash flow otherwise available for disbursement to the 270 Technology Park Borrowers (e.g., in excess of debt service and other required reserve deposits and operating expenses) shall be swept into the tenant improvement and leasing commission reserve unless and until either a balance (inclusive or any prior or other deposits) of $3,000,000 is attained in such reserve, and/or the 270 Technology Park Borrowers provide or has previously provided to the lender and maintains in effect a letter of credit in an amount which, when aggregated with the balance in such reserve, is at least equal to $3,000,000. This $3,000,000 balance applies to any remaining funds from the $3,700,000 letter of credit deposited at closing, in addition, to funds swept into the reserve account due to the exercise of the termination option. Such reserve may be used for tenant improvements, leasing commissions and other leasing costs at the 270 Technology Park Property. o PARKING LEASES. In order to provide additional parking for Wells Fargo, the 270 Technology Park Borrowers lease certain parking areas in the vicinity of the 270 Technology Park Property. The parking leases are not required for zoning compliance and were not included in the loan originator's valuation of the 270 Technology Park Property, and the 270 Technology Park Borrowers are permitted, under terms and conditions set forth in the loan documents, to terminate the parking leases in the event they are no longer required to satisfy Wells Fargo parking requirements. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 39 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- PENN MAR SHOPPING CENTER - ------------------------------------------------------------------------------- [FOUR PICTURES OF PENN MAR SHOPPING CENTER OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 40 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- PENN MAR SHOPPING CENTER - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF PENN MAR SHOPPING CENTER OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 41 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- PENN MAR SHOPPING CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER IXIS CUT-OFF DATE PRINCIPAL BALANCE $38,877,977 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Gary D. Rappaport OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.3000% MATURITY DATE March 7, 2015 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120/360 REMAINING TERM / REMAINING AMORTIZATION TERM 117/357 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes/Yes TI/LC $65,000 ADDITIONAL COLLATERAL(1) $175,854 CAPEX $29,000 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes/Yes REPLACEMENT $4,774 TI/LC(2) $20,833 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $38,877,977 CUT-OFF DATE PRINCIPAL BALANCE/SF $102 CUT-OFF DATE LTV RATIO 64.26% MATURITY DATE LTV RATIO 53.52% UW NCF DSCR 1.36x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Reserve will be refunded to borrower upon receipt of each applicable estoppel in the following proportions: $52,187 for Staples, $99,667 for Petco and $24,000 for Red Parrot. (2) The borrower is permitted to stop making monthly deposits into the TI/LC reserve account when amounts on deposit in such account equal or exceed $750,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Forestville, MD PROPERTY TYPE Retail, Anchored SIZE (SF) 381,933 OCCUPANCY % AS OF FEBRUARY 1, 2005 95.9% YEAR BUILT / YEAR RENOVATED 1960 / 2004 APPRAISED VALUE $60,500,000 PROPERTY MANAGEMENT Rappaport Management Company UW ECONOMIC OCCUPANCY % 94.5% UW REVENUES $5,137,108 UW EXPENSES $1,309,855 UW NET OPERATING INCOME (NOI) $3,827,254 UW NET CASH FLOW (NCF) $3,541,358 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 42 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- PENN MAR SHOPPING CENTER - -------------------------------------------------------------------------------- <TABLE> - ----------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - ----------------------------------------------------------------------------------------------------------------------------- % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------------------------------------------------------------------------------------------------- Anchor Tenants Burlington Coat Factory NR/NR/NR 63,200 16.5% $ 3.66 $ 231,600 5.5% 8/31/10 Shoppers Food Warehouse BBB/Baa3/BBB 56,205 14.7% $ 13.29 $ 746,941 17.7% 11/30/16 Marshall's NR/A3/A 30,450 8.0% $ 12.00 $ 365,400 8.7% 5/31/09 ------ ----- ------- ---------- ---- Total Anchor Tenants 149,855 39.2% $ 8.97 $1,343,941 31.9% Staples (Ground lease) BBB/Baa2/BBB 19,570 5.1% $ 8.00 $ 156,560 3.7% 7/31/15 Party City NR/NR/NR 15,235 4.0% $ 9.75 $ 148,541 3.5% 1/31/08 Dollar Tree NR/NR/NR 14,850 3.9% $ 6.00 $ 89,100 2.1% 1/31/07 Hancock Fabrics NR/NR/NR 14,550 3.8% $ 5.50 $ 80,025 1.9% 3/31/07 Petco NR/Ba3/BB 13,000 3.4% $ 23.00 $ 299,000 7.1% 1/31/15 ------- ----- ------- ---------- ---- Top 5 Tenants 77,205 20.2% $ 10.02 $ 773,226 18.4% Non-major Tenants 139,300 36.5% $ 16.47 $2,091,265 49.7% Vacant Space 15,573 4.1% ------- ----- COLLATERAL TOTAL 381,933 100.0% ======= ===== - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. <TABLE> - ------------------------------------------------------------------------------------------------------------------ LEASE ROLLOVER SCHEDULE - ------------------------------------------------------------------------------------------------------------------ WTD. AVG. IN # OF PLACE BASE CUMULATIVE % OF IN CUMULATIVE % LEASES RENT PSF TOTAL SF % OF TOTAL % OF SF PLACE RENT OF IN PLACE YEAR ROLLING ROLLING ROLLING SF ROLLING ROLLING ROLLING RENT ROLLING - ------------------------------------------------------------------------------------------------------------------ 2005 2 $ 12.32 6,506 1.7% 1.7% 1.9% 1.9% 2006 6 $ 10.71 15,008 3.9% 5.6% 3.8% 5.7% 2007 11 $ 11.56 59,506 15.6% 21.2% 16.3% 22.0% 2008 9 $ 12.82 41,632 10.9% 32.1% 12.7% 34.8% 2009 3 $ 12.37 36,050 9.4% 41.6% 10.6% 45.4% 2010 4 $ 5.40 76,265 20.0% 61.5% 9.8% 55.1% 2011 2 $ 15.59 7,950 2.0% 63.6% 2.9% 58.0% 2012 4 $ 10.84 14,522 3.8% 67.4% 3.7% 61.8% 2013 1 $ 22.00 1,196 0.3% 67.7% 0.6% 62.4% 2014 1 $ 25.00 1,200 0.3% 68.0% 0.7% 63.2% 2015 6 $ 15.91 41,570 10.9% 78.9% 15.7% 78.9% -- ------ ---- ---- TOTALS 49 301,405 78.9% 78.9% ======= ==== ==== - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 43 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- PENN MAR SHOPPING CENTER - -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Penn Mar Loan") is secured by a first mortgage encumbering an anchored retail center located in Forestville, Maryland (the "Penn Mar Property"). The Penn Mar Loan represents approximately 2.7% of the initial mortgage pool balance. The Penn Mar Loan was originated on March 1, 2005 and has a principal balance as of the cut-off date of $38,877,977. The Penn Mar Loan has a remaining term of approximately 117 months and matures on March 7, 2015. The Penn Mar Loan may be prepaid on or after December 7, 2014 and permits defeasance with United States government obligations beginning two years from the issue date for the series 2005-C3 certificates. o THE BORROWER. The borrower is Penn Mar Associates, LLC, a special purpose entity. Legal counsel to the Borrower delivered a non-consolidation opinion in connection with the origination of the Penn Mar Loan. The key principal of the borrower is Gary D. Rappaport, who is the owner of approximately a 20% interest in the borrower. The borrower is an affiliate of the Rappaport Companies, a retail real estate firm that has 21 years experience that is based in Northern Virginia. The company is headed by Gary D. Rappaport . The Rappaport Companies develops, manages, leases, and promotes 35 retail properties totaling over 6.5 million square feet. Two entities, indirectly controlled by Gary D. Rappaport and engaged in real estate investments unrelated to the Penn Mar Property, were subject to bankruptcy proceedings between 1999 and 2001. Mr. Rappaport has no further liability for the payment of any obligation in connection with either such proceeding. o THE PROPERTY. The Penn Mar Property is an approximately 381,933 square foot anchored retail center situated on approximately 39.7 acres. The Penn Mar Property was constructed in 1960 and renovated in 2004. The Penn Mar Property is located in Forestville, Maryland in the District Heights section of Prince George's County. As of February 1, 2005, the occupancy rate for the Penn Mar Property was approximately 95.9%. The largest tenant is Burlington Coat Factory ("Burlington"), occupying approximately 63,200 square feet, or approximately 16.6% of the net rentable area. The Burlington lease expires in August 2010 (per rent roll). Burlington Coat Factory is a national department store retail chain. Burlington Coat Factory stores feature coats, apparel, shoes, accessories for the entire family, baby clothes, furniture, toys, home decor items, and gifts. Over 350 stores can be found in 42 states nationwide. The second largest tenant is Shoppers Food Warehouse ("Shoppers"), occupying approximately 56,205 square feet, or approximately 14.7% of the net rentable area. As of May 2005, Shopper's Food Warehouse, a division of SUPERVALU, Inc., was rated "Baa3" by Moody's and "BBB" by S&P. The Shoppers lease expires in November 2016. Shoppers Food & Pharmacy operates 59 stores in Baltimore, northern Virginia and Washington, D.C. and offers consumers a full-service supermarket, full-service pharmacies and in-store full-service banks. The third largest tenant is Marshall's, occupying approximately 30,450 square feet, or approximately 8.0% of the net rentable area. As of May 2005, Marshall's a division of the TJX Cos., was rated "A3" by Moody's and "A" by S&P. The Marshall's lease expires in May 2009. Marshalls offers brand name family apparel, giftware, home fashions and accessories. The Marshalls chain operates over 673 stores across the U.S. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are to be deposited by the tenants into a mortgagee designated lock box account. Funds deposited into the lock box account will be swept on a daily basis into borrower's operating account, unless a Cash Management Period is continuing, in which event such funds will be required to be swept on a daily basis into an account at the deposit bank controlled by the lender and applied and disbursed in accordance with the loan documents. A "Cash Management Period" shall commence on the occurrence of any of the following (i) an event of default, (ii) the failure by borrower, after the end of a calendar quarter, to maintain a debt service coverage ratio of at least 1.05:1 or (iii) the occurrence of a Marshalls Trigger Event. Such Cash Management Period will end if for twelve consecutive months since the end of the last Cash Management Period (i) no default has occurred under the loan documents, (ii) the debt service coverage ratio is at least equal to 1.10:1 or (iii) the termination of such Marshall's Trigger Event, as applicable. A "Marshalls Trigger Event" will commence if Marshalls fails to pay the minimum rent set forth in its lease; provided, however, that a Marshalls Trigger Event will not commence if the borrower provides Marshalls with a letter of credit in the amount of $2,700,000. o MANAGEMENT. Rappaport Management Company is the property manager for the Penn Mar Property. The property manager is affiliated with the borrower. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 44 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 45 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 250 WEST PRATT - ------------------------------------------------------------------------------- [TWO PICTURES OF 250 WEST PRATT OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 46 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 250 WEST PRATT - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF 250 WEST PRATT OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 47 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 250 WEST PRATT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $37,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Robert M. Behringer, Behringer Harvard Holdings, LLC, Behringer Harvard REIT I, Inc. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.2850% MATURITY DATE January 11, 2015 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120/360 REMAINING TERM / REMAINING AMORTIZATION TERM 115/360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes/Yes TI/LC $5,250,000 TIS FOR MORGAN STANLEY, PWC, AND CBRE(1) $933,512 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes/Yes REPLACEMENT $5,939 TI/LC(2) $24,744 DEBT SERVICE(3) $0 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $37,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $104 CUT-OFF DATE LTV RATIO 68.52% MATURITY DATE LTV RATIO 59.71% UW NCF DSCR 1.35x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1) Borrowers shall deposit with lender $305,286.10, $96,644.00, and $531,581.96, which shall be used to reimburse borrowers and/or to pay for the reasonable costs and expenses incurred by borrowers in completing the tenant improvements with respect to the Morgan Stanley, PwC, and CBRE leases. The reserve amounts to be released upon completion of tenant improvements (as provided for in each lease) and upon receipt of a clean estoppel. 2) $24,744.15 per month ($0.84/SF/Year) for each payment date in calendar year 2005; $34,642.68 per month ($1.17/SF/Year) for each payment date in calendar year 2006; $24,744.15 per month ($0.84/SF/Year) for each payment date in calendar year 2007; $9,402.73 per month ($0.32/SF/Year) for each payment date in calendar year 2008; $40,085.57 per month ($1.35/SF/Year) for each payment date in calendar year 2009; $44,540.13 per month ($1.50/SF/Year) for each payment date in calendar year 2010; and $29,693.42 per month ($1.00/SF/Year) for each payment date in calendar year 2011 and in each calendar year thereafter. This equates to $29,734.55 per month ($1.00/SF/year) on average over the term of the loan. Provided that no event of default has occurred and is continuing, lender shall disburse funds held in the rollover reserve subaccount and, if funds available in the rollover reserve subaccount are not sufficient to pay for the requested disbursement, the debt service subaccount (it being understood and agreed that if funds are available in the rollover reserve subaccount, such funds shall be used for approved leasing expense prior to disbursement from the debt service). - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Baltimore, MD PROPERTY TYPE Office, CBD SIZE (SF) 355,186 OCCUPANCY % AS OF FEBRUARY 28, 2005 74.3% YEAR BUILT / YEAR RENOVATED 1986/NAP APPRAISED VALUE $54,000,000 PROPERTY MANAGEMENT Behringer Harvard TIC Management Services LP UW ECONOMIC OCCUPANCY % 76.5% UW REVENUES $7,196,119 UW EXPENSES $3,548,012 UW NET OPERATING INCOME (NOI) $3,648,107 UW NET CASH FLOW (NCF) $3,329,033 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (3) $66,808.55 ($2.26/SF/Year) per month for each payment date in calendar year 2006; $0.00 per month for each payment date in calendar year 2007; $0.00 per month for each payment date in calendar year 2008; $0.00 per month for each payment date in calendar year 2009; $26,228.28 per month $0.89/SF/Year) for each payment date in calendar year 2010; and $41,074.98 per month ($1.39/SF/Year) for each payment date in calendar year 2011 and in each calendar year thereafter. In the event that remaining available cash on any payment date is not sufficient to make the monthly debt service reserve deposit, and borrower does not deposit the amount of such insufficiency into the deposit account, then unless and until an event of default, available cash shall be applied first for approved operating expenses and then to the monthly debt service reserve deposit, a "Cash Sweep Condition" shall exist and the amount by which the monthly debt service reserve deposit is underfunded (together with any such underfunded amounts from prior payment dates which have not yet been funded by accrued debt service reserve deposits, the accrued debt service reserve amount) shall be funded from excess available cash on subsequent payment dates until the accrued debt service reserve amount is reduced to zero, as which time the Cash Sweep Condition shall no longer exist and the cash sweep period shall end, unless and until a subsequent deficiency occurs and is not fully funded on the require payment date, in which event the foregoing provisions shall again apply. Provided that no event of default has occurred and is continuing, lender shall disburse funds held in the debt service subaccount to borrowers for approved capital expenses and for approved leasing expenses, and also, within 15 days after the delivery by borrowers to lender of a request thereof (but not more often than once per month), and provided funds available in the deposit account on a payment date are not sufficient to pay the monthly interest payment amount or monthly debt service payment amount due on such payment date, to pay (to the extent of any such insufficiency) such monthly interest payment amount or monthly debt service payment amount. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 48 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 250 WEST PRATT - -------------------------------------------------------------------------------- <TABLE> - -------------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - -------------------------------------------------------------------------------------------------------------------------------- % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------------------------------------------------------------------------------------------------------- Vertis NR/Caa1/B- 57,631 16.2% $ 28.17 $1,623,658 23.8% 8/31/07 Semmes, Bowen & Semmes NR/NR/NR 51,536 14.5% $ 26.50 $1,365,613 20.0% 4/30/08 GSA AAA/Aaa/AAA 41,000 11.5% $ 25.10 $1,029,100 15.1% 6/25/07 PricewaterhouseCoopers NR/NR/NR 21,046 5.9% $ 26.00 $ 547,196 8.0% 8/31/07 Prudential Securities A/A3/A- 18,205 5.1% $ 22.36 $ 407,052 6.0% 4/13/07 ------ ----- ------- ---------- ---- Top 5 Tenants 189,418 53.3% $ 26.25 $4,972,619 72.8% Non-major Tenants 74,339 20.9% $ 25.02 $1,860,019 27.2% Vacant Space 91,429 25.7% ------- ----- COLLATERAL TOTAL 355,186 100.0% ======= ===== - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. <TABLE> - ---------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - ---------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ---------------------------------------------------------------------------------------------------------------------------- 2005 3 $ 27.82 3,575 1.0% 1.0% 1.5% 1.5% 2006 4 $ 27.94 18,127 5.1% 6.1% 7.4% 8.9% 2007 7 $ 26.04 146,990 41.4% 47.5% 56.0% 64.9% 2008 3 $ 25.96 54,886 15.5% 62.9% 20.9% 85.7% 2009 2 $ 25.26 25,750 7.2% 70.2% 9.5% 95.3% 2010 1 $ 24.50 2,459 0.7% 70.9% 0.9% 96.1% 2011 0 $ 0.00 0 0.0% 70.9% 0.0% 96.1% 2012 0 $ 0.00 0 0.0% 70.9% 0.0% 96.1% 2013 0 $ 0.00 0 0.0% 70.9% 0.0% 96.1% 2014 1 $ 22.00 11,970 3.4% 74.3% 3.9% 100.0% 2015 0 $ 0.00 0 0.0% 74.3% 0.0% 100.0% -- ------- ---- ----- TOTALS 21 263,757 74.3% 100.0% ======= ==== ===== - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 49 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 250 WEST PRATT - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "250 West Pratt Loan") is secured by a first mortgage encumbering an office building located in Baltimore, Maryland (the "250 West Pratt Property"). The 250 West Pratt Loan represents approximately 2.6% of the initial mortgage pool balance. The 250 West Pratt Loan was originated on December 17, 2004 and has a principal balance as of the cut-off date of $37,000,000. The 250 West Pratt Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The 250 West Pratt Loan has a remaining term of 115 months and matures on January 11, 2015. The 250 West Pratt Loan may be prepaid on or after October 11, 2015 and permits defeasance with United States government obligations beginning 2 years after the issue date for the series 2005-C3 certificates. o THE BORROWERS. The borrowers are a group of limited liability companies, each a special purpose entity, which each hold an undivided interest in the 250 West Pratt Property as tenants in common (each a "TIC" and collectively the "250 West Pratt Borrowers"), of which one TIC is Behringer Harvard Pratt H, LLC ("Pratt H"), an affiliate of one or more of Robert M. Behringer, Behringer Harvard Holdings, LLC, and Behringer Harvard REIT I, Inc. (the "Sponsors"). Legal counsel to the Borrower delivered a non-consolidation opinion in connection with the origination of the 250 West Pratt Loan. Each TIC holds its undivided tenant in common interest in the 250 West Pratt Property subject to a tenant in common agreement among all of the TICs and a property management agreement with the property manager, which is an affiliate of one or more of the Sponsors. The mortgage loan documents permit, subject to the conditions and requirements thereof, transfers of additional tenant in common interests in the 250 West Pratt Property to additional TICs, or transfers by existing TICs of their respective TIC interests, provided that each TIC assumes the 250 West Pratt Loan, on a joint and several basis (subject to the limited recourse provisions of the loan documents). In addition, affiliates of one or more of the following entities are required under the related mortgage loan documents to hold at least a 5% tenant in common interest in the 250 West Pratt Property: Pratt H, Behringer Harvard Holdings, LLC, Behringer Harvard Short-Term Opportunity Funds I, L.P., Behringer Harvard Mid-Term Value Enhancement Fund I, L.P., BH Operating Partnership I LP, a Texas limited partnership and/or Behringer Harvard REIT I, Inc. The Sponsors promoted the acquisition of the 250 West Pratt Property and the acquisition by the TICs of tenant in common interests in the 250 West Pratt Property. Robert M. Behringer is Chairman of the Board of Directors and Chief Executive Officer of Behringer Harvard REIT I and General Partner of Behringer Harvard Short-Term Fund I and Behringer Harvard Mid-Term Fund I. He is also the majority owner, sole manager, Chief Executive Officer and President of Behringer Harvard Holdings, the parent corporation of Behringer Harvard Funds. Behringer Harvard Funds evolved from the combination of two predecessor companies: Behringer Partners and Harvard Property Trust, Inc. These enterprises have sponsored private real estate limited partnerships and private REIT investments since 1989. The company's management has experience in all facets of commercial real estate investment and management in over 24 million square feet of office, retail, industrial, apartment, hotel, and recreational properties. o THE PROPERTY. The 250 West Pratt Property is an approximately 355,186 square foot office building situated on approximately 0.75 acres. The 250 West Pratt Property was constructed in 1986 and is located in Baltimore, Maryland, within the Baltimore, Maryland metropolitan statistical area. As of February 28, 2005, the occupancy rate for the 250 West Pratt Property was approximately 74.3%. The largest tenant is Vertis ("Vertis") occupying approximately 57,631 square feet, or approximately 16.2% of the net rentable area. Vertis is a privately held company that emerged in July 2000 from the consolidation of several brands in the advertising and marketing services industries, The LTC Group, TC Advertising and Webcraft. Vertis is a provider of targeted advertising, media and marketing services for more than 3,000 local, regional, national and international customers, including numerous Fortune 500 companies. The Vertis lease expires in August 2007. As of May 2005, Vertis was rated "Caa1" by Moody's and "B-" by S&P. The second largest tenant is Semmes, Bowen & Semmes ("Semmes") occupying approximately 51,536 square feet, or approximately 14.5% of the net rentable area. Founded in 1887, Semmes is one of the oldest and largest full-service law firms in the state of Maryland. Semmes' general civil practice serves a diverse clientele of businesses and individuals in the Mid-Atlantic region of the United States and across the nation. Semmes has five offices located in Maryland, the District of Columbia, and Northern Virginia, with its headquarters in Baltimore at the subject property. The Semmes lease expires in April 2008. The third largest tenant is the GSA ("GSA") or United States of America (Probation Office) occupying approximately 41,000 square feet, or ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 50 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- 250 WEST PRATT - -------------------------------------------------------------------------------- approximately 11.5% of the net rentable area. The GSA was established on July 1, 1949 and its organization consists of the Federal Supply Service, the Federal Technology Service, the Public Buildings Service, the Office of Government-wide Policy, and various Staff Offices, including the Office of Small Business Utilization, the Office of Citizen Services and Communications, and the Office of Civil Rights. Eleven Regional Offices extend GSA's outreach to federal customers nationwide. GSA's approximately 13,000 employees provide services to support other federal agencies and, in some cases, the general public. The GSA lease expires in June 2007. As of May 2005, the United States of America was rated "AAA" by Fitch, "Aaa" by Moody's, and "AAA" by S&P. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lender designated lock box account, and transferred to a lender-controlled cash management account. Provided no event of default exists under the loan documents, excess cash flow, after funding of current debt service and reserve deposits, is disbursed to or at the direction of the borrower, unless a periodically measured debt service coverage ratio (based upon actual debt service, assuming however that the loan amortization period has commenced) falls below 1.10:1, in which event excess cash flow, after funding of operating expenses, is held by the lender as additional collateral for the loan and disbursed to or at the direction of the borrower if and when such debt service coverage ratio again achieves 1.10:1. o MANAGEMENT. Behringer Harvard TIC Management Services LP, an affiliate of one or more of the Sponsors, is the property manager for the 250 West Pratt Property. Behringer Harvard TIC Management Services LP is subcontracting with Trammel Crow for day-to-day management and leasing. Founded in 1948, Trammell Crow Company is one of the largest diversified commercial real estate services companies in the United States. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 51 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ABILENE MALL - ------------------------------------------------------------------------------- [FOUR PICTURES OF ABILENE MALL OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 52 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ABILENE MALL - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF ABILENE MALL OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 53 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ABILENE MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER IXIS CUT-OFF DATE PRINCIPAL BALANCE $37,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Gregory Greenfield & Associates, Ltd. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.7225% MATURITY DATE February 5, 2015 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120/312 REMAINING TERM / REMAINING AMORTIZATION TERM 116/312 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes/Yes REPLACEMENT $1,500,000 ACCRETIVE LEASING(1) $2,150,000 ENVIRONMENTAL $625 CAPEX $350,000 GENERAL PROPERTY(2) $1,250,000 REQUIRED ROOF REPAIR $1,000,000 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes/Yes REPLACEMENT $5,800 TI/LC $25,000 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $37,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $111 CUT-OFF DATE LTV RATIO 79.74% MATURITY DATE LTV RATIO 70.63% UW NCF DSCR 1.23x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) At closing, the borrower deposited $2,150,000 into a lender-controlled reserve account. Such amount will be disbursed to the borrower upon the satisfaction of certain conditions including, without limitation: (i) no event of default has occurred and is continuing, (ii) such disbursement is for certain approved leasing expenses in connection with certain accretive leases, (iii) the mortgagee shall have (if it desires) verified (by an inspection conducted at borrower's expense) performance of any construction work associated with such approved leasing expense, and (iv) the borrower's request for disbursement is accompanied by certain supporting documents listed in the mortgage loan documents. (2) At closing, the borrower deposited $1,250,000 into a lender-controlled account. Such amount will be disbursed to the borrower upon the satisfaction of certain conditions including, without limitation: (i) no event of default has occurred and is continuing and (ii) the borrower has delivered an officer's certificate certifying that such disbursement will be used in connection with the Abilene Mall Property. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Abilene, TX PROPERTY TYPE Retail, Regional Mall SIZE (SF) 333,621 OCCUPANCY % AS OF MARCH 31, 2005 78.7% YEAR BUILT / YEAR RENOVATED 1979/NAP APPRAISED VALUE $46,400,000 PROPERTY MANAGEMENT Jones Lang LaSalle America, Inc. UW ECONOMIC OCCUPANCY % 79.8% UW REVENUES $7,211,223 UW EXPENSES $3,580,518 UW NET OPERATING INCOME (NOI) $3,630,705 UW NET CASH FLOW (NCF) $3,363,038 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 54 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ABILENE MALL - -------------------------------------------------------------------------------- <TABLE> - ------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF DATE OF RATINGS NET RENTABLE RENTABLE ACTUAL LEASE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------------------------------------- Anchor Owned Sears BB/Ba1/BB+ 142,608 SHADOW ANCHOR - NOT PART OF COLLATERAL Dillard's - South BB-/B2/BB 99,828 SHADOW ANCHOR - NOT PART OF COLLATERAL Dillard's - North BB-/B2/BB 63,404 SHADOW ANCHOR - NOT PART OF COLLATERAL Best Buy BBB/Baa3/BBB 31,399 SHADOW ANCHOR - NOT PART OF COLLATERAL ------- Total Anchor Owned 337,239 Anchor Tenant J.C. Penney BB+/Ba1/BB+ 96,108 28.8% $ 3.30 $ 317,156 8.6% 3/01/09 Premier Cinemas NR/NR/NR 24,468 7.3% $ 6.46 $ 158,063 4.3% 5/31/13 Express/Bath & Body NR/Baa2/BBB 9,477 2.8% $ 18.00 $ 170,586 4.6% 1/31/08 Spaghetti Warehouse NR/NR/NR 8,884 2.7% $ 21.30 $ 189,229 5.1% 12/31/10 Footaction NR/Ba2/BB+ 7,345 2.2% $ 24.00 $ 176,280 4.8% 12/01/12 El Chico NR/NR/NR 6,927 2.1% $ 19.00 $ 131,613 3.6% MTM ------- ----- ------- ---------- ---- Top 5 Tenants 57,101 17.1% $ 14.46 $ 825,771 22.5% Non-major Tenants 109,361 32.8% $ 23.18 $2,534,973 68.9% Vacant Space 71,051 21.3% ------- ----- COLLATERAL TOTAL 333,621 100.0% ======= ===== - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. <TABLE> ------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - ------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ------------------------------------------------------------------------------------------------------------------------- 2005 11 $ 21.74 25,820 7.7% 7.7% 15.3% 15.3% 2006 6 $ 22.19 11,813 3.5% 11.3% 7.1% 22.4% 2007 8 $ 35.24 10,902 3.3% 14.5% 10.4% 32.8% 2008 3 $ 20.35 13,159 3.9% 18.5% 7.3% 40.1% 2009 3 $ 4.01 99,768 29.9% 48.4% 10.9% 51.0% 2010 8 $ 21.33 33,288 10.0% 58.4% 19.3% 70.3% 2011 4 $ 26.87 4,948 1.5% 59.9% 3.6% 73.9% 2012 2 $ 22.55 11,508 3.4% 63.3% 7.1% 81.0% 2013 5 $ 10.69 35,107 10.5% 73.8% 10.2% 91.2% 2014 5 $ 19.02 13,219 4.0% 77.8% 6.8% 98.0% 2015 1 $ 30.30 495 0.1% 77.9% 0.4% 98.4% -- ------- ---- ---- TOTALS 56 260,027 77.9% 98.4% ======= ==== ==== - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 55 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ABILENE MALL - -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan (the "Abilene Loan") is secured by a first mortgage encumbering a regional mall located in Abilene, Texas (the "Abilene Mall Property"). The Abilene Loan represents approximately 2.6% of the initial mortgage pool balance. The Abilene Loan was originated on January 19, 2005 and has a principal balance as of the cut-off date of $37,000,000. The Abilene Loan provides for interest-only payments the first 48 months, and thereafter, fixed monthly payments of principal and interest. The Abilene Loan has a remaining term of 116 months and matures on February 5, 2015. The Abilene Loan may be prepaid on or after November 5, 2014, and permits defeasance with United States government obligations beginning two years after the issue date. o THE BORROWER. The borrower is collectively comprised of the following eight (8) special purpose entities: GG&A Abilene, LLC, a Delaware limited liability company, MAI Investors Limited Partnership, a Michigan limited partnership, MPI Investors Limited Partnership, a Michigan limited partnership, Camelot Acquisition Limited Partnership, a Michigan limited partnership, B&H Property Limited Partnership, a Michigan limited partnership, NDKT Property Limited Partnership, a Michigan limited partnership, SIVT Property Limited Partnership, a Michigan limited partnership, and SKAF Property Limited Partnership, a Michigan limited partnership, which hold an undivided interest in the Abilene Mall Property as tenants-in-common. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Abilene Loan. The sponsor of the borrower is Gregory Greenfield & Associates Ltd. Gregory Greenfield & Associates, Ltd. ("GG&A") is a real estate investment, leasing and development company with a specific focus on retail properties. The three principals of GG&A, Gregory Greenfield, Scott M. Boggio and William Brown participate in the business on a day-to-day basis. GG&A's principals have the experience and expertise derived from managing and leasing of more than 43 million square feet of retail space. GG&A's current portfolio of over 12.3 million square feet is comprised of 17 regional malls and a community center with a total estimated value of $1.2 billion. o THE PROPERTY. The Abilene Mall Property consists of approximately 333,621 square foot of an approximately 679,461 square foot regional shopping center situated on approximately 64.5 acres. The Abilene Mall Property was constructed in 1979. The Abilene Mall Property is located in Abilene, Texas, within the Abilene metropolitan statistical area. As of March 31, 2005, the occupancy rate for the Abilene Mall Property securing the Abilene Loan was approximately 78.7%. The largest tenant is J.C. Penney ("J.C. Penney") occupying approximately 96,108 square feet, or approximately 28.8% of the net rentable area. J.C. Penney Company, Inc. is one of America's largest department store, catalog, and e-commerce retailers, employing approximately 150,000 associates. As of January 29, 2005, J.C. Penney Corporation, Inc. operated 1,017 J.C. Penney department stores throughout the United States and Puerto Rico, and 62 Renner department stores in Brazil. The J.C. Penney lease expires in March 2009. The second largest tenant is Premier Cinemas ("Premier"), occupying approximately 24,468 square feet, or approximately 7.3% of the net rentable area. Premier owns and operates 14 theaters throughout Texas and is one of the largest independent theatre circuits in the United States. Premier oversees all aspects of cinema design, construction and technical installation with its own in-house construction division and technical support staff. The Premier lease expires in May 2013. The third largest tenant is Express/Bath & Body ("Bath & Body"), occupying approximately 9,477 square feet, or approximately 2.8% of the net rentable area. Bath & Body, a subsidiary of Limited Brands, sells natural body and hair care products and fragrances and operates over 1,570 stores throughout the U.S. The Bath & Body lease expires in January 2008. o LOCK BOX ACCOUNT. All tenants remit their rental payments directly into a clearing account. The borrower is obligated to deposit all rents received by them into the clearing account within one (1) business day following receipt. Funds deposited into the clearing account will be swept on a daily basis into borrower's operating account, unless a Cash Management Period is continuing, in which event such funds will be required to be swept on a daily basis into an account at the deposit bank controlled by the lender and applied and disbursed in accordance with the loan documents. A "Cash Management Period" shall commence on the occurrence of any of the following (i) an event of default, (ii) the finding by the lender that less than 95% of the rents have been deposited into the clearing account for any calendar month, (iii) the failure by borrower, after the end of a calendar quarter, to maintain a debt service coverage ratio of at least 1.05:1. Such Cash Management Period will end if for twelve consecutive months since the commencement of the existing Cash Management Period (i) no default has occurred under the loan ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 56 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ABILENE MALL - -------------------------------------------------------------------------------- documents, (ii) no event that would trigger another Cash Management Period has occurred, and (iii) the debt service coverage ratio is at least equal to 1.10:1, as applicable. o MANAGEMENT. Jones Lang LaSalle America, Inc., a Maryland corporation, is the property manager for the Abilene Mall Property securing the Abilene Loan. The property manager's rights pursuant to the property management agreement have been subordinated to all liens and security interests created or to be created for the benefit of the mortgagee in connection with the Abilene Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 57 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO - ------------------------------------------------------------------------------- [SIX PICTURES OF UNITED SUPERMARKET PORTFOLIO OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 58 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO - ------------------------------------------------------------------------------- [MAP SHOWING LOCATIONS OF UNITED SUPERMARKET PORTFOLIO OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 59 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $35,433,430 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.5% NUMBER OF MORTGAGE LOANS 12 LOAN PURPOSE Refinance SPONSOR Spirit Finance Corporation OWNERSHIP INTEREST Fee Simple, Leasehold MORTGAGE RATE 5.4000% MATURITY DATE December 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120/360 REMAINING TERM / REMAINING AMORTIZATION TERM 114/354 LOCKBOX None UP-FRONT RESERVES TAX / INSURANCE No/No ONGOING MONTHLY RESERVES TAX / INSURANCE No/No ADDITIONAL FINANCING(1) Yes CUT-OFF DATE PRINCIPAL BALANCE $35,433,430 CUT-OFF DATE PRINCIPAL BALANCE/SF $68 CUT-OFF DATE LTV RATIO 79.48% MATURITY DATE LTV RATIO 66.61% UW NCF DSCR 1.25x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) See United Supermarkets Portfolio Loan Summary for further discussion. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 12 LOCATION Various (Texas) PROPERTY TYPE Retail, Anchored, Single Tenant SIZE (SF) 518,173 OCCUPANCY % AS OF DECEMBER 6, 2004 100.0% YEAR BUILT / YEAR RENOVATED Various (1985 - 1999) APPRAISED VALUE $44,580,000 PROPERTY MANAGEMENT Spirit Finance Corporation UW ECONOMIC OCCUPANCY % 95.0% UW REVENUES $5,140,129 UW EXPENSES $1,922,552 UW NET OPERATING INCOME (NOI) $3,217,577 UW NET CASH FLOW (NCF) $3,012,276 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 60 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO - -------------------------------------------------------------------------------- <TABLE> - --------------------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO SUMMARY - --------------------------------------------------------------------------------------------- CUT-OFF DATE LOAN TERM YEAR BUILT / PROPERTY NAME CITY, STATE BALANCE (MOS) RENOVATED - --------------------------------------------------------------------------------------------- United # 526- Amarillo Amarillo, TX $ 6,183,761 120 1999 / NAP United # 517- Wichita Falls Wichita Falls, TX $ 4,554,364 120 1998 / NAP United # 549- Snyder Snyder, TX $ 3,839,019 120 1999 / NAP United # 515- Burkburnett Burkburnett, TX $ 3,497,243 120 1996 / NAP United # 513- Vernon Vernon, TX $ 3,203,157 120 1996 / NAP United # 501- Lubbock Lubbock, TX $ 2,893,174 120 1997 / NAP United # 509- Levelland Levelland, TX $ 2,869,329 120 1994 / NAP United # 527- Amarillo Amarillo, TX $ 2,225,518 120 1989 / NAP United # 522- Amarillo Amarillo, TX $ 2,217,570 120 1989 / NAP United # 533- Amarillo Amarillo, TX $ 2,169,880 120 1989 / NAP United # 525- Perryton Perryton, TX $ 961,742 120 1985 / NAP United # 518- Childress Childress, TX $ 818,673 120 1986 / NAP ----------- TOTAL/WTD. AVG. $35,433,430 =========== - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- CUT-OFF DATE BALANCE APPRAISED APPRAISED PROPERTY NAME TOTAL SF PER SF OCCUPANCY(1) VALUE VALUE PER SF - -------------------------------------------------------------------------------------------------- United # 526- Amarillo 71,468 $ 86.52 100.0% $ 7,780,000 $ 108.86 United # 517- Wichita Falls 60,000 $ 75.91 100.0% $ 5,730,000 $ 95.50 United # 549- Snyder 43,900 $ 87.45 100.0% $ 4,830,000 $ 110.02 United # 515- Burkburnett 43,130 $ 81.09 100.0% $ 4,400,000 $ 102.02 United # 513- Vernon 43,130 $ 74.27 100.0% $ 4,030,000 $ 93.44 United # 501- Lubbock 39,293 $ 73.63 100.0% $ 3,640,000 $ 92.64 United # 509- Levelland 42,800 $ 67.04 100.0% $ 3,610,000 $ 84.35 United # 527- Amarillo 35,699 $ 62.34 100.0% $ 2,800,000 $ 78.43 United # 522- Amarillo 36,985 $ 59.96 100.0% $ 2,790,000 $ 75.44 United # 533- Amarillo 36,168 $ 59.99 100.0% $ 2,730,000 $ 75.48 United # 525- Perryton 32,800 $ 29.32 100.0% $ 1,210,000 $ 36.89 United # 518- Childress 32,800 $ 24.96 100.0% $ 1,030,000 $ 31.40 ------- ----------- TOTAL/WTD. AVG. 518,173 $ 68.38 100.0% $44,580,000 $ 86.03 ======= =========== - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- </TABLE> (1) Occupancy as of December 6, 2004 for all of the United Supermarket Portfolio Properties. <TABLE> - -------------------------------------------------------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO UNDERWRITING SUMMARY - -------------------------------------------------------------------------------------------------------------------------------- U/W DSCR ON U/W DSCR ON PROPERTY NAME U/W OCC % U/W REVENUES U/W EXPENSES U/W NOI U/W NCF NOI NCF - -------------------------------------------------------------------------------------------------------------------------------- United # 526- Amarillo 95.0% $ 825,169 $ 263,854 $ 561,315 $ 533,042 1.34x 1.25x United # 517- Wichita Falls 95.0% $ 789,317 $ 388,880 $ 400,437 $ 376,437 1.34x 1.25x United # 549- Snyder 95.0% $ 520,085 $ 171,961 $ 348,125 $ 330,565 1.34x 1.25x United # 515- Burkburnett 95.0% $ 488,920 $ 160,861 $ 328,060 $ 310,808 1.34x 1.25x United # 513- Vernon 95.0% $ 454,161 $ 154,679 $ 299,482 $ 282,230 1.34x 1.25x United # 501- Lubbock 95.0% $ 369,486 $ 105,208 $ 264,279 $ 248,562 1.34x 1.25x United # 509- Levelland 95.0% $ 416,413 $ 157,828 $ 258,584 $ 241,464 1.34x 1.25x United # 527- Amarillo 95.0% $ 323,898 $ 123,440 $ 200,458 $ 185,108 1.34x 1.25x United # 522- Amarillo 95.0% $ 317,227 $ 117,163 $ 200,064 $ 184,160 1.34x 1.25x United # 533- Amarillo 95.0% $ 318,753 $ 124,211 $ 194,542 $ 178,990 1.34x 1.25x United # 525- Perryton 95.0% $ 166,838 $ 78,924 $ 87,914 $ 473,154 1.34x 1.25x United # 518- Childress 95.0% $ 149,862 $ 75,545 $ 74,317 $ 67,757 1.34x 1.25x ---------- ---------- ---------- ---------- TOTAL/WTD. AVG. 95.0% $5,140,129 $1,922,552 $3,217,577 $3,012,276 1.34X 1.25X ========== ========== ========== ========== - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 61 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO - -------------------------------------------------------------------------------- <TABLE> - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO TENANT SUMMARY - -------------------------------------------------------------------------------- RATINGS FITCH/MOODY'S/ PROPERTY TENANT NAME S&P - ------------------------------ --------------------------- ---------------- United # 526- Amarillo United Supermarkets, Inc. NR/NR/NR United # 517- Wichita Falls United Supermarkets, Inc. NR/NR/NR United # 549- Snyder United Supermarkets, Inc. NR/NR/NR United # 515- Burkburnett United Supermarkets, Inc. NR/NR/NR United # 513- Vernon United Supermarkets, Inc. NR/NR/NR United # 509- Levelland United Supermarkets, Inc. NR/NR/NR United # 501- Lubbock United Supermarkets, Inc. NR/NR/NR United # 522- Amarillo United Supermarkets, Inc. NR/NR/NR United # 533- Amarillo United Supermarkets, Inc. NR/NR/NR United # 527- Amarillo United Supermarkets, Inc. NR/NR/NR United # 525- Perryton United Supermarkets, Inc. NR/NR/NR United # 518- Childress United Supermarkets, Inc. NR/NR/NR TOTALS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- % OF NET % OF DATE OF NET RENTABLE RENTABLE ACTUAL LEASE PROPERTY AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------------------------------------------------------------------------------------------- United # 526- Amarillo 71,468 13.8% $ 8.93 $ 638,000 16.6% 12/31/19 United # 517- Wichita Falls 60,000 11.6% $ 10.24 $ 614,520 16.0% 10/30/18 United # 549- Snyder 43,900 8.5% $ 9.02 $ 396,000 10.3% 12/31/19 United # 515- Burkburnett 43,130 8.3% $ 8.64 $ 372,750 9.7% 01/21/17 United # 513- Vernon 43,130 8.3% $ 7.91 $ 341,250 8.9% 01/21/17 United # 509- Levelland 42,800 8.3% $ 6.94 $ 297,233 7.7% 01/21/17 United # 501- Lubbock 39,293 7.6% $ 7.62 $ 299,250 7.8% 01/21/17 United # 522- Amarillo 36,985 7.1% $ 6.23 $ 230,477 6.0% 09/30/14 United # 533- Amarillo 36,168 7.0% $ 6.22 $ 225,081 5.9% 09/30/14 United # 527- Amarillo 35,699 6.9% $ 6.48 $ 231,323 6.0% 09/30/14 United # 525- Perryton 32,800 6.3% $ 3.20 $ 105,000 2.7% 12/31/12 United # 518- Childress 32,800 6.3% $ 2.74 $ 90,000 2.3% 12/31/12 ------- ----- ---------- TOTALS 518,173 100.0% $3,840,884 ======= ========== - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- </TABLE> <TABLE> - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO LEASE ROLLOVER SCHEDULE - -------------------------------------------------------------------------------- WTD. AVG. IN PLACE BASE RENT PSF TOTAL SF YEAR # OF LEASES ROLLING ROLLING ROLLING - -------------------------------------------------------------------------------- 2005 0 $ 0.00 0 2006 0 $ 0.00 0 2007 0 $ 0.00 0 2008 0 $ 0.00 0 2009 0 $ 0.00 0 2010 0 $ 0.00 0 2011 0 $ 0.00 0 2012 2 $ 2.97 65,600 2013 0 $ 0.00 0 2014 3 $ 6.31 108,852 2015 0 $ 0.00 0 ---- ------- TOTALS 5 174,452 ======= - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF YEAR SF ROLLING OF SF ROLLING RENT ROLLING IN PLACE RENT ROLLING - -------------------------------------------------------------------------------- 2005 0.0% 0.0% 0.0% 0.0% 2006 0.0% 0.0% 0.0% 0.0% 2007 0.0% 0.0% 0.0% 0.0% 2008 0.0% 0.0% 0.0% 0.0% 2009 0.0% 0.0% 0.0% 0.0% 2010 0.0% 0.0% 0.0% 0.0% 2011 0.0% 0.0% 0.0% 0.0% 2012 12.7% 12.7% 5.1% 5.1% 2013 0.0% 12.7% 0.0% 5.1% 2014 21.0% 33.7% 17.9% 23.0% 2015 0.0% 33.7% 0.0% 23.0% ---- ---- TOTALS 33.7% 23.0% ==== ==== - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 62 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- UNITED SUPERMARKET PORTFOLIO - -------------------------------------------------------------------------------- o THE LOANS. The United Supermarket Portfolio mortgage loans (the "United Supermarket Portfolio Loans") are collectively secured by first mortgages encumbering 12 single tenant anchored retail properties located in various cities throughout Texas (the "United Supermarket Portfolio Properties"). The United Supermarket Portfolio Loans represent approximately 2.5% of the initial mortgage pool balance. The United Supermarket Portfolio Loans were originated on December 8, 2004 and have an aggregate principal balance as of the cut-off date of $35,433,430. Each of the United Supermarket Portfolio Loans is cross-collateralized and cross-defaulted with each of the other United Supermarket Portfolio Loans. The United Supermarket Portfolio Loans have a remaining term of 114 months and mature on December 11, 2014. The United Supermarket Portfolio Loans may be prepaid on or after October 11, 2014 and each United Supermarket Portfolio Loan permits defeasance with United States government obligations beginning 2 years after the issue date for the series 2005-C3 certificates. o THE BORROWERS. The borrowers are Spirit SPE US Amarillo 526, LP; Spirit SPE US Wichita Falls, LP; Spirit SPE US Snyder, LP; Spirit SPE US Burkburnett, LP; Spirit SPE US Vernon, LP; Spirit SPE US Lubbock, LP; Spirit SPE US Levelland, LP; Spirit SPE US Amarillo 527, LP; Spirit SPE US Amarillo, LP; Spirit SPE US Amarillo 533, LP; Spirit SPE US Perryton, LP; and Spirit SPE US Childress, LP; each a special purpose entity. A non-consolidation opinion was delivered in connection with the assumption by the current borrowers of each of the United Supermarket Portfolio Loans. The sponsor of the borrowers is Spirit Finance Corporation. Spirit Finance Corporation is a Real Estate Investment Trust ("Spirit") based in Scottsdale, Arizona. Spirit's target market is comprised of companies who own or operate single tenant "operationally essential" real estate facilities, meaning that the facilities financed are critical to generating sales and profits for the clients. Spirit's target market is a diverse group of private, public or institutionally held companies that have real estate financing needs ranging from $5 to $500 million. Spirit primarily provides sale-leaseback financing and, to a limited extent, construction, mortgage and equipment loans. Since 1980, the management team of Spirit has provided over $6 billion in net lease, mortgage and other real estate financing solutions. Spirit has originated real estate transactions ranging in size from single facilities in small towns to large multi-unit closings that span the United States. o THE PROPERTIES. The United Supermarket Portfolio Properties consist of 12 single tenant anchored retail properties. As of December 6, 2004, the weighted average occupancy rate for the United Supermarket Portfolio Properties was approximately 100.0%. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o MANAGEMENT. Spirit Finance Corporation is the property manager for the United Supermarket Portfolio Properties. Due to the subject property being 100% leased to a strong tenant under a fully net lease, the borrower self manages. o MEZZANINE DEBT. Future mezzanine debt is allowed subject to certain financial tests and other requirements, including an aggregate 80% loan to value and a debt service coverage ratio of 1.20x. In addition, the lender shall have the right to reasonably approve the mezzanine lender and the mezzanine loan documents. o RELEASE OF CROSS-COLLATERALIZATION. The related mortgage loan documents provide for the respective mortgaged properties to be released from the effects of the cross-collateralization and cross-default in connection with a defeasance by: (a) delivering a defeasance deposit sufficient for all remaining payments which would have been due under the loan or loans being defeased; (b) meeting certain financial tests including debt service coverage ratios and loan to value ratio tests; and (c) partial defeasance of the remaining cross-defaulted and cross-collateralized loan or loans in the amount equal to 125% of the principal balance of the note being defeased, less the current outstanding principal balance of such note as of the defeasance date. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 63 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- EDR PORTFOLIO I - ------------------------------------------------------------------------------- [FOUR PICTURES OF EDR PORTFOLIO I OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 64 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- EDR PORTFOLIO I - ------------------------------------------------------------------------------- [MAP SHOWING LOCATIONS OF EDR PORTFOLIO I OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 65 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- EDR PORTFOLIO I - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $33,900,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.4% NUMBER OF MORTGAGE LOANS 2 LOAN PURPOSE Acquisition SPONSOR Education Realty Operating Partnership, LP OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.4800% MATURITY DATE July 7, 2009 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 60/360 REMAINING TERM / REMAINING AMORTIZATION TERM 49/360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes/No REPLACEMENT(1) $14,719 ONGOING MONTHLY RESERVES TAX / INSURANCE(2) Yes/No REPLACEMENT(3) $14,719 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $33,900,000 CUT-OFF DATE PRINCIPAL BALANCE/UNIT $67,396 CUT-OFF DATE LTV RATIO 68.07% MATURITY DATE LTV RATIO 65.33% UW NCF DSCR 1.36x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) The $14,719 of up-front replacement reserves consists of $7,042 and $7,677, for the respective properties, Jefferson Commons -- University of Missouri and Jefferson Commons -- Texas Tech. (2) The $36,752 of ongoing monthly tax reserves consists of $13,165 and $23,587, for the respective properties, Jefferson Commons -- University of Missouri and Jefferson Commons -- Texas Tech. (3) The $14,719 of ongoing monthly replacement reserves consists of $7,042 and $7,677, for the respective properties, Jefferson Commons -- University of Missouri and Jefferson Commons -- Texas Tech. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 2 LOCATION Various PROPERTY TYPE Multfamily, Student Housing SIZE (UNITS) 503 OCCUPANCY % AS OF JANUARY 21, 2005 95.7% YEAR BUILT / YEAR RENOVATED 1998 & 2001/NAP APPRAISED VALUE $49,800,000 PROPERTY MANAGEMENT Education Realty Trust, Inc. UW ECONOMIC OCCUPANCY % 92.6% UW REVENUES $6,183,289 UW EXPENSES $2,865,073 UW NET OPERATING INCOME (NOI) $3,318,216 UW NET CASH FLOW (NCF) $3,141,591 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 66 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- EDR PORTFOLIO I - -------------------------------------------------------------------------------- <TABLE> - -------------------------------------------------------------------------------------- EDR PORTFOLIO I SUMMARY - -------------------------------------------------------------------------------------- CUT-OFF DATE LOAN TERM YEAR BUILT / PROPERTY NAME CITY, STATE BALANCE (MOS) RENOVATED - -------------------------------------------------------------------------------------- Jefferson Commons -- University of Missouri Columbia, MO $19,400,000 60 2001 / NAP Jefferson Commons -- Texas Tech Lubbock, TX $14,500,000 60 1998 / NAP ----------- TOTAL/WTD. AVG. $33,900,000 =========== - -------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- CUT-OFF DATE APPRAISED TOTAL BALANCE APPRAISED VALUE PROPERTY NAME UNITS PER UNIT OCCUPANCY VALUE PER UNIT - ---------------------------------------------------------------------------------------------- Jefferson Commons -- University of Missouri 260 $ 74,615.38 99.1% $25,900,000 $ 99,615.38 Jefferson Commons -- Texas Tech 243 $ 59,670.78 92.0% $23,900,000 $ 98,353.91 --- ----------- TOTAL/WTD. AVG. 503 $ 67,395.63 95.7% $49,800,000 $ 99,005.96 === =========== - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- </TABLE> <TABLE> - -------------------------------------------------------------------------------------------------------------------------- EDR PORTFOLIO I UNDERWRITING SUMMARY - -------------------------------------------------------------------------------------------------------------------------- U/W DSCR U/W DSCR PROPERTY NAME U/W OCC % U/W REVENUES U/W EXPENSES U/W NOI U/W NCF ON NOI ON NCF - -------------------------------------------------------------------------------------------------------------------------- Jefferson Commons -- University of Missouri 95.0% $3,148,355 $1,257,117 $1,891,238 $1,806,738 1.44x 1.36x Jefferson Commons -- Texas Tech 90.0% $3,034,934 $1,607,956 $1,426,978 $1,334,853 1.44x 1.36x ---------- ---------- ---------- ---------- TOTAL/WTD. AVG. 92.6% $6,183,289 $2,865,073 $3,318,216 $3,141,591 1.44X 1.36X ========== ========== ========== ========== - -------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- </TABLE> <TABLE> - --------------------------------------------------------------------------------------------------------- JEFFERSON COMMONS -- UNIVERSITY OF MISSOURI - --------------------------------------------------------------------------------------------------------- APPROXIMATE NET NUMBER OF APPROXIMATE RENTABLE AREA % OF NET AVERAGE IN UNIT TYPE UNITS UNIT SIZE (SF) (SF) RENTABLE AREA PLACE RENT - --------------------------------------------------------------------------------------------------------- Studios 48 400 19,200 8.8% $ 537 1-BR 36 477 17,172 7.8% $ 596 2-BR 36 759 27,324 12.5% $ 899 3-BR 40 988 39,520 18.1% $1,176 4-BR + 100 1,157 115,700 52.9% $1,369 --- ----- ------- ----- ------ TOTAL/WTD. AVG. 260 842 218,916 100.0% $1,014 === ===== ======= ===== ====== - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- </TABLE> <TABLE> - --------------------------------------------------------------------------------------------------------- JEFFERSON COMMONS -- TEXAS TECH - --------------------------------------------------------------------------------------------------------- APPROXIMATE NET NUMBER OF APPROXIMATE RENTABLE AREA % OF NET AVERAGE IN UNIT TYPE UNITS UNIT SIZE (SF) (SF) RENTABLE AREA PLACE RENT - --------------------------------------------------------------------------------------------------------- Studios 0 NAP NAP NAP NAP 1-BR 23 457 10,521 4.5% $ 663 2-BR 59 764 45,088 19.2% $ 814 3-BR 48 954 45,792 19.5% $ 949 4-BR + 113 1,181 133,452 56.8% $1,100 --- ----- ------- ----- ------ TOTAL/WTD. AVG. 243 966 234,853 100.0% $ 959 === ===== ======= ===== ====== - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 67 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- EDR PORTFOLIO I - -------------------------------------------------------------------------------- o THE LOANS. The two subject mortgage loans (the "EDR Portfolio I Loans") are collectively secured by first mortgages encumbering two multifamily student-housing properties located in Columbia, Missouri, and Lubbock, Texas (the "EDR Portfolio I Properties"). The EDR Portfolio I Loans represent approximately 2.4% of the initial mortgage pool balance. The EDR Portfolio I Loans were originated on June 30, 2004 and have an aggregate principal balance as of the cut-off date of $33,900,000. The EDR Portfolio I Loans are cross-collateralized and cross-defaulted with each other. Each of the EDR Portfolio I Loans provides for interest-only payments for the first 24 months of their respective terms, and thereafter, fixed monthly payments of principal and interest. The EDR Portfolio I Loans have a remaining term of 49 months and mature on July 7, 2009. The EDR Portfolio I Loans may be prepaid on or after April 7, 2009, and permit defeasance with United States government obligations beginning 2 years after the issue date for the series 2005-C3 certificates. o THE BORROWERS. The borrowers are EDR Columbia Limited Partnership and EDR Lubbock Limited Partnership, each a special purpose entity. A non-consolidation opinion was delivered in connection with the assumption and/or reaffirmation of each of the EDR Portfolio I Loans by the current borrowers in January, 2005. The sponsor of the borrowers is Education Realty Operating Partnership, LP. Education Realty Trust, Inc. (NYSE: EDR) is a self-managed and self-advised real estate investment trust ("EDR"), organized to own, acquire, manage and selectively develop student housing communities located near university campuses. EDR manages its own properties, which consists of 21 student-housing communities in 15 states containing 15,829 beds in 5,070 apartment units at 18 universities. In addition, EDR provides third-party management services for 16 student housing communities located in 10 states containing 9,030 beds in 2,962 apartment units at 12 universities. EDR is one of the largest private-sector owners and operators of off-campus student housing in the United States. o THE PROPERTIES. The EDR Portfolio I Properties consist of two multifamily student-housing properties. As of January 21, 2005, the weighted average occupancy rate for the EDR Portfolio I Properties was approximately 95.7%. Both EDR Portfolio I Properties include such amenities as a swimming pool, fitness center, a basketball court, management office/clubhouse, and a business center for the students. Additional amenities include central air-conditioning and heating and covered parking available for monthly rentals at the Jefferson Commons -- University of Missouri property, and one tennis court, sand volleyball court, and gas BBQ grills at the Jefferson Commons -- Texas Tech property. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are collected by the property manager and deposited into a lender designated lock box account, and transferred to a lender-controlled cash management account. Provided no event of default exists under the loan documents, excess cash flow, after funding of current debt service and reserve deposits, is disbursed to or at the direction of the borrower. o MANAGEMENT. Education Realty Trust, Inc. is the property manager for the EDR Portfolio I Properties. The property manager is affiliated with the borrowers. o RELEASE OF CROSS-COLLATERALIZATION. In connection with a full defeasance of one EDR Portfolio I Loan, the mortgaged property primarily securing such fully defeased loan shall be released from the effects of the cross collateralization and cross-default and shall no longer secure either of the EDR Portfolio I Loans if (i) no event of default exists, (ii) the remaining mortgaged property meets certain debt service coverage ratios and loan to value ratio tests, and (iii) the remaining undefeased EDR Portfolio I Loan is partially defeased by an amount equal to 10% of the original principal balance of the fully defeased EDR Portfolio I Loan. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 68 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 69 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- THE PLAZA AT HUNTINGTON BEACH - ------------------------------------------------------------------------------- [TWO PICTURES OF THE PLAZA AT HUNTINGTON BEACH OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 70 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- THE PLAZA AT HUNTINGTON BEACH - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF THE PLAZA AT HUNTINGTON BEACH OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 71 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- THE PLAZA AT HUNTINGTON BEACH - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER IXIS CUT-OFF DATE PRINCIPAL BALANCE $33,500,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Joseph Daneshgar OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.4090% MATURITY DATE March 5, 2015 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120/336 REMAINING TERM / REMAINING AMORTIZATION TERM 117/336 LOCKBOX Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes/Yes OCCUPANCY(1) $1,500,000 ENVIRONMENTAL $3,125 CAPEX $60,374 STARBUCKS RENT(2) $2,000,000 STARBUCKS TENANT IMPROVEMENT $184,450 COUNTRYWIDE TENANT IMPROVEMENT $19,968 CORELAND LEASING COMMISSION $32,029 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes/Yes REPLACEMENT $3,671 TI/LC $25,000 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $33,500,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $122 CUT-OFF DATE LTV RATIO 68.51% MATURITY DATE LTV RATIO 58.55% UW NCF DSCR 1.31x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) At closing the borrower deposited $1,500,000 into a lender controlled account to be held as additional collateral for the loan until such funds are disbursed. The funds on deposit in such account may be disbursed in a one time payment upon the satisfaction of the following conditions: (i) no event of default has occurred or is continuing, (ii) the borrower has submitted a written request for disbursement, accompanied by a then-current rent roll for the 200,093 square foot office portion of the Plaza Property which shows that 80% of the total square footage of such office portion is currently occupied by tenants paying rent under leases that are not in default and (iii) the underwritten debt service coverage ratio for the Plaza Property is equal to or greater than .90:1. (2) At closing the borrower deposited $2,000,000 into a lender controlled account to be held as additional collateral for the loan until Starbucks took occupancy, commenced paying rent and submitted all additional documentation required under the loan documents. On February 24, 2005, all conditions of the disbursement were met and the full amount of the reserve was disbursed to the borrower. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Huntington Beach, CA PROPERTY TYPE Office, Suburban SIZE (SF) 275,341 OCCUPANCY % AS OF MARCH 31, 2005 83.6% YEAR BUILT / YEAR RENOVATED 1985/NAP APPRAISED VALUE $48,900,000 PROPERTY MANAGEMENT Sunrise Real Estate Group LLC UW ECONOMIC OCCUPANCY % 82.6% UW REVENUES $5,481,192 UW EXPENSES $2,158,242 UW NET OPERATING INCOME (NOI) $3,322,950 UW NET CASH FLOW (NCF) $3,053,063 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 72 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- THE PLAZA AT HUNTINGTON BEACH - -------------------------------------------------------------------------------- <TABLE> - ---------------------------------------------------------------------------------------------- TENANT SUMMARY - ---------------------------------------------------------------------------------------------- % OF NET RATINGS NET RENTABLE RENTABLE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA - ---------------------------------------------------------------------------------------------- Holiday Spa Health Clubs dba Bally's Total Fitness NR/Caa1/CCC 42,434 15.4% Premier Office Centers, LLC NR/NR/NR 15,162 5.5% Savin Corporation NR/NR/NR 11,426 4.1% Starbucks Corporation NR/NR/NR 10,850 3.9% Declues & Burkett NR/NR/NR 7,974 2.9% ------ ----- Top 5 Tenants 87,846 31.9% Non-major Tenants 142,231 51.7% Vacant Space 45,264 16.4% ------- ----- COLLATERAL TOTAL 275,341 100.0% ======= ===== - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- % OF ACTUAL DATE OF LEASE TENANT NAME RENT PSF ACTUAL RENT RENT EXPIRATION - ---------------------------------------------------------------------------------------------- Holiday Spa Health Clubs dba Bally's Total Fitness $ 12.86 $ 545,490 11.7% 1/31/06 Premier Office Centers, LLC $ 21.24 $ 322,041 6.9% 10/31/07 Savin Corporation $ 21.60 $ 246,802 5.3% 4/30/06 Starbucks Corporation $ 19.20 $ 208,320 4.5% 10/31/09 Declues & Burkett $ 21.00 $ 167,454 3.6% 4/30/10 ------- ---------- ---- Top 5 Tenants $ 16.96 $1,490,106 32.0% Non-major Tenants $ 22.24 $3,163,317 68.0% Vacant Space COLLATERAL TOTAL - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company whether or not the parent company guarantees the lease. <TABLE> - -------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - -------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - -------------------------------------------------------------------------------------------------------------------------- 2005 19 $ 19.11 40,398 14.7% 14.7% 16.6% 16.6% 2006 19 $ 18.32 91,127 33.1% 47.8% 35.9% 52.5% 2007 14 $ 21.45 40,044 14.5% 62.3% 18.5% 70.9% 2008 9 $ 21.50 14,989 5.4% 67.8% 6.9% 77.8% 2009 4 $ 20.67 22,028 8.0% 75.8% 9.8% 87.6% 2010 3 $ 21.77 14,156 5.1% 80.9% 6.6% 94.3% 2011 0 $ 0.00 0 0.0% 80.9% 0.0% 94.3% 2012 0 $ 0.00 0 0.0% 80.9% 0.0% 94.3% 2013 1 $ 21.60 900 0.3% 81.2% 0.4% 94.7% 2014 2 $ 38.52 6,435 2.3% 83.6% 5.3% 100.0% 2015 0 $ 0.00 0 0.0% 0.0% 0.0% 100.0% -- ------ ---- ----- TOTALS 71 230,077 83.6% 100.0% ======= ==== ===== - -------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 73 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- THE PLAZA AT HUNTINGTON BEACH - -------------------------------------------------------------------------------- o THE LOAN. The mortgage loan ("The Plaza Loan") is secured by a first mortgage encumbering an office building and the adjacent retail located in Huntington Beach, California ("The Plaza Property"). The Plaza Loan represents approximately 2.3% of the initial mortgage pool balance. The Plaza Loan was originated on February 10, 2005 and has a principal balance as of the cut-off date of $33,500,000. The Plaza Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The Plaza Loan has a remaining term of 117 months and matures on March 5, 2015. The Plaza Loan may be prepaid on or after October 5, 2014 and permits defeasance with United States government obligations beginning two years after the issue date for the series 2005-C3 certificates. o THE BORROWER. The borrower is First Huntington Capital, L.P., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Plaza Loan. The key principal of the borrower is Joseph Daneshgar, who is the president of the borrower's general partner, First Huntington Capital, Inc., from 1976-1986, he served as Vice President and a director of Property Management Diversified Development, Inc., a large private real estate partnership. As General Partner of 3D Investments, Mr. Daneshgar has been responsible for the acquisition and disposition of more than 120 real estate projects having an aggregate value in excess of one billion dollars. Since 1976, 3D Investments' founders have been purchasing, rehabilitating, managing, and constructing real estate projects. They have created a portfolio of commercial and residential properties throughout California, Arizona, Utah, Texas, and South Carolina. o THE PROPERTY. The Plaza Property is a 275,341 square foot office and retail complex situated on approximately 6.74 acres. The Plaza Property was constructed in 1985. The Plaza Property is located in Huntington Beach, California within the Orange County West submarket. As of March 31, 2005, the occupancy rate for The Plaza Property was approximately 83.6%. The largest tenant is Holiday Spa Health Clubs dba Bally's Total Fitness ("Bally's") occupying approximately 42,434 square feet, or approximately 15.4% of the net rentable area. The Bally's lease expires in January 2006. Bally's Total Fitness is the largest, and only nationwide, commercial operator of fitness centers, with approximately four million members and nearly 420 facilities located in 29 states, Canada, Asia and the Caribbean. Operating under the popular brands Bally Total Fitness, Crunch Fitness, Sports Clubs of Canada, Pinnacle Fitness, Bally Sports Clubs, and Gorilla Sports, the company enjoys more than 150 million annual visits by members to its facilities. The second largest tenant is Premier Office Centers, LLC ("Premier"), occupying approximately 15,162 square feet, or approximately 5.5% of the net rentable area (per rent roll). The Premier lease expires in October 2007. Premier Business Centers was founded in 2002, but has staff and locations that have been servicing executives since 1990. The third largest tenant is Savin Corporation ("Savin"), occupying approximately 11,426 square feet, or approximately 4.1% of the net rentable area. The Savin lease expires in April 2006. A subsidiary of Ricoh Corporation, Savin provides color and black and white printers, copiers, and facsimile machines. Other products include multi-function devices (print, copy, scan, and fax), as well as document management software, shredders, wide-format printers, paper, and related parts and supplies. It also offers software and hardware for managing document equipment over networks. The company serves corporate, education, and government customers in the US. Ricoh Corporation, which acquired Savin in 1995, represents Japanese printing and imaging giant Ricoh Company in the Americas. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited by the borrower or property manager into a mortgagee designated lock box account. At any time during the term of The Plaza Loan there is a Cash Management Period, tenants shall be directed to deposit their rents directly into the lock box account, and funds from such account will be swept into a deposit account. A "Cash Management Period" shall commence upon lender giving notice to the clearing bank of the occurrence of any of the following: (i) a default or an event of default, (ii) the finding by lender that less than ninety-five percent (95%) of the rents have been deposited into the clearing account for any calendar month or (iii) the failure by borrower, after the end of a calendar quarter, to maintain the debt service coverage ratio of at least 1.05:1. Such Cash Management Period will end if for twelve consecutive months since the commencement of the existing Cash Management Period (i) no default has occurred under the loan documents, (ii) no event that would trigger another Cash Management Period has occurred, and (iii) the debt service coverage ratio is at least equal to 1.10:1, as applicable. o MANAGEMENT. Sunrise Real Estate Group LLC is the property manager for The Plaza Property. Sunrise Management, an affiliate of Sunrise Real Estate Group, LLC, is a full service commercial real estate management company specializing in the management of office buildings, shopping centers, and apartment buildings. The company presently manages 900,000 square feet of retail, office, and multi-family residential property in the Los Angeles metropolitan area. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 74 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 75 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ALAMO PLAZA - ------------------------------------------------------------------------------- [TWO PICTURES OF ALAMO PLAZA OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 76 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ALAMO PLAZA - ------------------------------------------------------------------------------- [MAP SHOWING LOCATION OF ALAMO PLAZA OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 77 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ALAMO PLAZA - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $31,500,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Robert M. Behringer, Behringer Harvard Holdings, LLC OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.3950% MATURITY DATE March 11, 2015 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120/360 REMAINING TERM / REMAINING AMORTIZATION TERM 117/360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes/Yes TI/LC(1) $4,225,890 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes/Yes REPLACEMENT $3,186 TI/LC(2) $8,333 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $31,500,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $165 CUT-OFF DATE LTV RATIO 75.00% MATURITY DATE LTV RATIO 69.58% UW NCF DSCR 1.23x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) At closing, borrower deposited $4,192,571 for general tenant improvements and leasing commissions. In addition, at closing, borrower deposited $33,319 for tenant improvements ("Preeo Funds"), in relation to costs incurred by borrower for completing tenant improvements on the Preeo Silverman Gree & Egle. P.C. space (as stated in the Preeo Lease). This deposit will be released upon completion of tenant improvements (as provided for in the Preeo Lease) and upon receipt of a clean estoppel. (2) On the payment date occurring on April 11, 2010, and each payment date thereafter, borrower shall deposit a monthly amount of $8,333.34 into the TI/LC reserve. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Denver, CO PROPERTY TYPE Office, CBD SIZE (SF) 191,151 OCCUPANCY % AS OF FEBRUARY 15, 2005 87.0% YEAR BUILT / YEAR RENOVATED 1981/2004 APPRAISED VALUE $42,000,000 PROPERTY MANAGEMENT Behringer Harvard TIC Management Services LP UW ECONOMIC OCCUPANCY % 87.3% UW REVENUES $4,521,720 UW EXPENSES $1,750,878 UW NET OPERATING INCOME (NOI) $2,770,843 UW NET CASH FLOW (NCF) $2,602,513 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 78 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ALAMO PLAZA - -------------------------------------------------------------------------------- <TABLE> - -------------------------------------------------------------------------------- TENANT SUMMARY - -------------------------------------------------------------------------------- % OF NET RATINGS NET RENTABLE RENTABLE TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA - -------------------------------------------------------------------------------- Evergreen Resources, Inc. NR/Baa3/NR 39,632 20.7% Invesco Private Capital BBB+/A2/BBB+ 13,211 6.9% J. Walter Thompson USA BBB/Baa2/BBB+ 13,036 6.8% Veritas Software Global LLC NR/NR/BB+ 12,181 6.4% Brozena & Schaller NR/NR/NR 9,232 4.8% ------ ----- Top 5 Tenants 87,292 45.7% Non-major Tenants 79,063 41.4% Vacant Space 24,796 13.0% ------ ----- COLLATERAL TOTAL 191,151 100.0% ======= ===== - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- % OF ACTUAL DATE OF LEASE TENANT NAME RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------------------------------------------------------- Evergreen Resources, Inc. $ 23.14 $ 917,280 24.6% 4/30/08 Invesco Private Capital $ 26.14 $ 345,351 9.3% 4/20/06 J. Walter Thompson USA $ 23.25 $ 303,087 8.1% 7/14/08 Veritas Software Global LLC $ 16.25 $ 197,941 5.3% 12/31/09 Brozena & Schaller $ 25.94 $ 239,444 6.4% 8/31/05 ------- ---------- ---- Top 5 Tenants $ 22.95 $2,003,103 53.7% Non-major Tenants $ 21.89 $1,730,318 46.3% Vacant Space COLLATERAL TOTAL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- </TABLE> (1) Certain credit ratings are those of the parent company or not the parent company guarantees the lease. <TABLE> - ---------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - ---------------------------------------------------------------------------------------------------------------------------- WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ---------------------------------------------------------------------------------------------------------------------------- 2005 7 $ 23.95 30,890 16.2% 16.2% 19.8% 19.8% 2006 3 $ 24.71 20,202 10.6% 26.7% 13.4% 33.2% 2007 4 $ 20.99 17,363 9.1% 35.8% 9.8% 42.9% 2008 6 $ 23.12 71,727 37.5% 73.3% 44.4% 87.4% 2009 4 $ 17.61 22,198 11.6% 84.9% 10.5% 97.8% 2010 2 $ 20.23 3,975 2.1% 87.0% 2.2% 100.0% 2011 0 $ 0.00 0 0.0% 87.0% 0.0% 100.0% 2012 0 $ 0.00 0 0.0% 87.0% 0.0% 100.0% 2013 0 $ 0.00 0 0.0% 87.0% 0.0% 100.0% 2014 0 $ 0.00 0 0.0% 87.0% 0.0% 100.0% 2015 0 $ 0.00 0 0.0% 87.0% 0.0% 100.0% -- ------- ---- ----- TOTALS 26 166,355 87.0% 100.0% ======= ==== ===== - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- </TABLE> ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 79 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ALAMO PLAZA - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Alamo Plaza Loan") is secured by a first mortgage encumbering an office building located in Denver, Colorado (the "Alamo Plaza Property"). The Alamo Plaza Loan represents approximately 2.2% of the initial mortgage pool balance. The Alamo Plaza Loan was originated on February 24, 2005 and has a principal balance as of the cut-off date of $31,500,000. The Alamo Plaza Loan provides for interest-only payments for the first 60 months of its term, and thereafter, fixed monthly payments of principal and interest. The Alamo Plaza Loan has a remaining term of 117 months and matures on March 11, 2015. The Alamo Plaza Loan may be prepaid on or after December 11, 2014 and permits defeasance with United States government obligations beginning 2 years after the issue date for the series 2005--C3 certificates. o THE BORROWERS. The borrowers are a group of limited liability companies, each a special purpose entity, which each hold an undivided interest in the Alamo Plaza Property as tenants in common (each a "TIC" and collectively the "Alamo Plaza Borrowers"), of which one TIC is Behringer Harvard Alamo H, LLC ("Alamo H"), an affiliate of one or more of Robert M. Behringer, Behringer Harvard Holdings, LLC, and Behringer Harvard REIT I, Inc. (the "Sponsors"). Legal counsel to the Alamo Plaza Borrowers delivered a non-consolidation opinion in connection with the origination of the Alamo Plaza Loan. Each TIC holds its undivided tenant in common interest in the Alamo Plaza Property subject to a tenant in common agreement among all of the TICs and a property management agreement with the property manager, which is an affiliate of one or more of the Sponsors. The mortgage loan documents permit, subject to the conditions and requirements thereof, transfers of additional tenant in common interests in the Alamo Plaza Property to additional TICs, or transfers by existing TICs of their respective TIC interests, provided that each TIC assumes the Alamo Plaza Loan, on a joint and several basis (subject to the limited recourse provisions of the loan documents). In addition, affiliates of one or more of the following entities are required under the related mortgage loan documents to hold at least a 20% tenant in common interest in the Alamo Plaza Property: Alamo H, Behringer Harvard Holdings, LLC, Behringer Harvard Short-Term Opportunity Funds I, L.P., Behringer Harvard Mid-Term Value Enhancement Fund I, L.P., BH Operating Partnership I LP, a Texas limited partnership and/or Behringer Harvard REIT I, Inc. The Sponsors promoted the acquisition of the Alamo Plaza Property and the acquisition by the TICs of tenant in common interests in the Alamo Plaza Property. Robert M. Behringer is Chairman of the Board of Directors and Chief Executive Officer of Behringer Harvard REIT I and General Partner of Behringer Harvard Short-Term Fund I and Behringer Harvard Mid-Term Fund I. He is also the majority owner, sole manager, Chief Executive Officer and President of Behringer Harvard Holdings, the parent corporation of Behringer Harvard Funds. Behringer Harvard Funds evolved from the combination of two predecessor companies: Behringer Partners and Harvard Property Trust, Inc. These enterprises have sponsored private real estate limited partnerships and private REIT investments since 1989. The company's management has experience in all facets of commercial real estate investment and management in over 24 million square feet of office, retail, industrial, apartment, hotel, and recreational properties. o THE PROPERTY. The Alamo Plaza Property is an approximately 191,151 square foot office building situated on approximately 1.15 acres. The Alamo Plaza Property was constructed in 1981 and renovated in 2004. The Alamo Plaza Property is located in Denver, Colorado, within the Denver, Colorado metropolitan statistical area. As of February 15, 2005, the occupancy rate for the Alamo Plaza Property was approximately 87.0%. The largest tenant is Evergreen Resources, Inc. ("Evergreen") occupying approximately 39,632 square feet, or approximately 20.7% of the net rentable area. Evergreen's principal activity is to explore, develop, produce, operate and acquire oil and gas properties. In late 2004, Evergreen Resources, Inc. completed a merger in which Evergreen became a wholly-owned subsidiary of Pioneer Natural Resources Company (NYSE: PXD). Pioneer is an independent oil and gas exploration company headquartered in Irving, Texas. The Evergreen-Pioneer merger expands Pioneer's core asset base of oil reserves and creates a new core area with Evergreen's long-lived natural gas reserves in North America. The Evergreen lease expires in April 2008. As of May 2005, Evergreen was rated "Baa3" by Moody's. The second largest tenant is Invesco Private Capital ("Invesco") occupying approximately 13,211 square feet, or approximately 6.9% of the net rentable area. Invesco is a subsidiary of Amvescap PLC ("Amvescap"), which is an independent global investment manager, publicly traded in London (Headquarters), New York (NYSE: AVZ), Paris, Toronto and Frankfurt. Operating principally through the AIM, Invesco, and Atlantic Trust brands, Amvescap provides a full range of domestic, international and global investment products. The Invesco lease expires in April 2006. As of May 2005, Amvescap PLC was rated "BBB+" by Fitch, "A2" by Moody's, and "BBB+" by S&P. The third largest ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 80 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 - -------------------------------------------------------------------------------- ALAMO PLAZA - -------------------------------------------------------------------------------- tenant is J. Walter Thompson USA, ("JWT") occupying approximately 13,036 square feet, or approximately 6.8% of the net rentable area. JWT is the one of the oldest advertising agencies, with its origins in 1864. JWT is a member of WPP Group plc ("WPP"), which purchased the advertising agency in 1987. WPP, a London-based company, is one of the world's largest communications services groups and advertising and media services conglomerate. The JWT lease expires in July 2008. As of May 2005, WPP was rated "BBB" by Fitch, "Baa2" by Moody's, and "BBB+" by S&P. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lender designated lock box account, and transferred to a lender-controlled cash management account. Provided no event of default exists under the loan documents, excess cash flow, after funding of current debt service and reserve deposits, is disbursed to or at the direction of the borrower, unless a periodically measured debt service coverage ratio (based upon actual debt service, assuming however that the loan amortization period has commenced) falls below 1.10:1, in which event excess cash flow, after funding of operating expenses, is held by the lender as additional collateral for the loan and disbursed to or at the direction of the borrower if and when such debt service coverage ratio again achieves 1.10:1. o MANAGEMENT. Behringer Harvard TIC Management Services LP, an affiliate of one or more of the Sponsors, is the property manager for the Alamo Plaza Property. Behringer Harvard TIC Management Services LP is subcontracting with Trammel Crow for day-to-day management and leasing. Founded in 1948, Trammell Crow Company is one of the largest diversified commercial real estate services companies in the United States. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 81 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2005-C3 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS ON A BASIS SOLELY FOR THE PURPOSES OF EVALUATING THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED HEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 82
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