PRELIMINARY -- SUBJECT TO CHANGE - -------------------------------------------------------------------------------- CITIGROUP COMMERCIAL MORTGAGE TRUST 2004-C2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-C2 CLASSES A-1, A-2, A-3, A-4, A-5, A-1A, A-J, B, C AND D $932,592,000 (APPROXIMATE) ---------------- STRUCTURAL AND COLLATERAL TERM SHEET ----------------- CITIGROUP GLOBAL MARKETS REALTY CORP. PNC REAL ESTATE FINANCE MORTGAGE LOAN SELLERS DECEMBER 2004 [GRAPHIC OMITTED] [GRAPHIC OMITTED] CITIGROUP PNCBANK [GRAPHIC OMITTED] [GRAPHIC OMITTED] DEUTSCHE BANK JPMORGAN 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BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU.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 evaluating the securities described herein. The information contained herein may not be reproduced or used in whole or in part for any other purpose. Information contained in this material is current as of the date appearing on this material only. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. No underwriter makes any representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. Each underwriter and its affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned 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. - -------------------------------------------------------------------------------- PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- Contact Information ...................................................... 3 Transaction Overview ..................................................... 4 Certificates Overview .................................................... 5 Structure Schematic ...................................................... 6 Structure Overview ....................................................... 7 Mortgage Pool Characteristics 10 ......................................... 10 All Mortgage Loans ..................................................... 11 Loan Group 1 ........................................................... 14 Loan Group 2 ........................................................... 18 Ten Largest Loans/Crossed Groups ......................................... 21 Ten Largest Loans/Crossed Groups Summaries Artery Plaza ........................................................... 22 River Plaza Shopping Center ............................................ 28 Nordahl Marketplace .................................................... 34 California Office Portfolio -- Pacific Pointe Corporate Centre ......... 40 California Office Portfolio -- Orchard Technology Park ................. 46 California Office Portfolio -- Spectrum Pointe Office .................. 52 400 SW 6th Avenue ...................................................... 58 Wilkes-Barre Commons ................................................... 64 Bay Harbor Apartments .................................................. 70 Williamsburg Shopping Center ........................................... 76 Village West Shopping Center ........................................... 82 The Lodge at Baybrook .................................................. 88 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- CONTACT INFORMATION - ------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- 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.j.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 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 PNC CAPITAL MARKETS, INC. - ------------------------- Scott Holmes (704) 551-2847 (704) 643-2048 scott.holmes@pnc.com DEUTSCHE BANK SECURITIES INC. - ----------------------------- Scott Waynebern (212) 250-5149 (212) 797-5630 scott.wynebern@db.com Heath Forusz (212) 250-5149 (212) 797-5630 heath.forusz@db.com J.P.MORGAN SECURITIES INC. - -------------------------- Brian Baker (212) 834-3813 (212) 834-6598 brian.j.baker@jpmorgan.com Glenn Riis (212) 834-3813 (212) 834-6598 glenn.riis@jpmorgan.com - ---------------------------------------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- TRANSACTION OVERVIEW - ------------------------------------------------------------------------------- STRUCTURE: Senior/Subordinate, Sequential Pay Pass-Through Certificates OFFERED CLASSES: Classes A-1, A-2, A-3, A-4, A-5, A-1A, A-J, B, C and D (the "Offered Certificates") LEAD MANAGER: Citigroup Global Markets Inc. CO-MANAGERS PNC Capital Markets, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. MORTGAGE POOL: 106 commercial and multifamily loans (the "Mortgage Loans") with an "Initial Mortgage Pool Balance" of $1,030,489,931 MORTGAGE LOAN SELLERS: Citigroup Global Markets Realty Corp. (93 loans, 88.5% by balance) PNC Real Estate Finance (13 loans, 11.5% by balance) MASTER SERVICER: Midland Loan Services, Inc. SPECIAL SERVICER: Lennar Partners, Inc. TRUSTEE: Wells Fargo Bank, N.A. 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") CUT-OFF DATE: With respect to each Mortgage Loan that has a due date in December 2004, such due date; and, with respect to each Mortgage Loan that, because of the timing of its origination in November 2004, has its first payment date in January 2005, either December 1, 2004 or December 13, 2004, as applicable; and, with respect to the one Mortgage Loan that will be originated in December 2004 and has its first payment date in February 2005, its origination date. EXPECTED SETTLEMENT DATE: On or about December 22, 2004 DETERMINATION DATE: The eleventh calendar day of the month, or, if not a business day, the next succeeding business day, beginning in January 2005 DISTRIBUTION DATE: The fourth business day following the related Determination Date DAY COUNT: 30 / 360 RATED FINAL DISTRIBUTION DATE: Payment Date in October 2041 ERISA ELIGIBILITY: The Offered Certificates are expected to be ERISA-eligible under lead manager's exemption. SMMEA ELIGIBILITY: The Offered Certificates will not be "mortgage-related securities" for the purposes of SMMEA. TAX TREATMENT: REMIC SETTLEMENT TERMS: DTC, same day funds, with accrued interest MINIMUM DENOMINATION: $10,000 for all Offered Certificates CLEAN-UP CALL: 1% ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- CERTIFICATES OVERVIEW - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------ EXPECTED INITIAL AGGREGATE APPROX. % APPROX. PRINCIPAL BALANCE OF INITIAL APPROX. % OF PASS-THROUGH WEIGHTED PRINCIPAL OR NOTIONAL MORTGAGE POOL INITIAL CREDIT RATE AVERAGE LIFE PAYMENT CLASS RATINGS (1) AMOUNT BALANCE SUPPORT DESCRIPTION (3) (YEARS) (4) WINDOW (4) - ------------------------------------------------------------------------------------------------------------------------------ OFFERED CERTIFICATES: - ------------------------------------------------------------------------------------------------------------------------------ A-1 AAA/Aaa $ 44,979,000 4.36% 20.000% 2.53 01/05 - 06/09 A-2 AAA/Aaa $ 110,215,000 10.70% 20.000% 4.77 06/09 - 12/09 A-3 AAA/Aaa $ 65,639,000 6.37% 20.000% 6.50 12/09 - 02/12 A-4 AAA/Aaa $ 32,298,000 3.13% 20.000% 8.23 02/12 - 01/14 A-5 AAA/Aaa $ 440,496,000 42.75% 20.000% 9.61 01/14 - 10/14 A-1A AAA/Aaa $ 130,764,000 12.69% 20.000% 8.39 01/05 - 10/14 A-J AAA/Aaa $ 45,084,000 4.38% 15.625% 9.89 10/14 - 11/14 B AA/Aa2 $ 34,779,000 3.37% 12.250% 9.91 11/14 - 12/14 C AA-/Aa3 $ 10,304,000 1.00% 11.250% 9.98 12/14 - 12/14 D A/A2 $ 18,034,000 1.75% 9.500% 9.98 12/14 - 12/14 - ------------------------------------------------------------------------------------------------------------------------------ NON-OFFERED CERTIFICATES(5): - ------------------------------------------------------------------------------------------------------------------------------ XC AAA/Aaa $1,030,489,931(2) N/A N/A N/A N/A XP AAA/Aaa $ 965,496,000(2) N/A N/A N/A N/A E A-/A3 $ 12,881,000 1.25% 8.250% N/A N/A F BBB+/Baa1 $ 12,881,000 1.25% 7.000% N/A N/A G BBB/Baa2 $ 10,305,000 1.00% 6.000% N/A N/A H BBB-/Baa3 $ 14,169,000 1.37% 4.625% N/A N/A J BB+/Ba1 $ 6,441,000 0.63% 4.000% N/A N/A K BB/Ba2 $ 6,441,000 0.63% 3.375% N/A N/A L BB-/Ba3 $ 5,152,000 0.50% 2.875% N/A N/A M B+/NR $ 5,152,000 0.50% 2.375% N/A N/A N B/NR $ 3,865,000 0.38% 2.000% N/A N/A O B-/NR $ 3,864,000 0.37% 1.625% N/A N/A P NR/NR $ 16,746,931 1.63% N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------------ (1) Ratings shown are those of S&P and Moody's, respectively. (2) 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. (3) Classes , , and will each have a fixed rate. Classes , , and will each have a pass-through rate that is equal to the net WAC of the pool. Classes , , and will each have a pass-through rate that is fixed subject to the net WAC of the pool. Classes XC and XP will each have a variable pass-through rate equal to the weighted average of certain interest strip rates. (4) 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. (5) Not offered by the prospectus supplement or this term sheet. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- STRUCTURE SCHEMATIC(1) - ------------------------------------------------------------------------------- Class A-1 AAA/Aaa $44,979,000 4.36% Class A-2 AAA/Aaa $110,215,000 10.70% Class A-3 AAA/Aaa $65,639,000 6.37% Class A-4 AAA/Aaa $32,298,000 3.13% Class A-5 AAA/Aaa $440,496,000 42.75% Class A-1A AAA/Aaa $130,764,000 12.69% Class A-J AAA/Aaa $45,084,000 4.38% Class B AA/Aa2 $34,779,000 3.37% Class C AA-/Aa3 $10,304,000 1.00% Class D A/A2 $18,034,000 1.75% Class E(2) A-/A3 $12,881,000 1.25% Class F(2) BBB+/Baa1 $12,881,000 1.25% Class G(2) BBB/Baa2 $10,305,000 1.00% Class H(2) BBB-/Baa3 $14,169,000 1.37% Class J(2) BB+/Ba1 $6,441,000 0.63% Class K(2) BB/Ba2 $6,441,000 0.63% Class L(2) BB-/Ba3 $5,152,000 0.50% Class M(2) B+/NR $5,152,000 0.50% Class N(2) B/NR $3,865,000 0.38% Class O(2) B-/NR $3,864,000 0.37% Class P(2) NR/NR $16,746,931 1.63% (1) Classes are not drawn to scale. Percentages are approximate percentages of the Initial Mortgage Pool Balance as of the Cut-off Date. (2) Offered privately pursuant to Rule 144A (3) Classes XC and XP shown collectively. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- STRUCTURE OVERVIEW - ------------------------------------------------------------------------------- MORTGAGE POOL: The Mortgage Pool consists of 106 Mortgage Loans (the "Mortgage Loans") with an aggregate balance as of the Cut-off Date of $1,030,489,931 (the "Initial Mortgage Pool Balance"), subject to a variance of plus or minus 5%. The Mortgage Loans are secured by 106 properties (the "Mortgaged Properties") located throughout 30 states and the District of Columbia. 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 properties and (ii) 3 Mortgage Loans that are secured by Mortgaged Properties that are multifamily properties. Loan Group 1 is expected to consist of 92 Mortgage Loans, with an aggregate principal balance as of the Cut-off Date of $899,725,580 (the "Initial Loan Group 1 Balance"). Loan Group 2 will consist of 14 Mortgage Loans that are secured by Mortgaged Properties that are multifamily properties, with an aggregate principal balance as of the Cut-off Date of $130,764,352 (the "Initial Loan Group 2 Balance"). PRINCIPAL PAYMENTS: In general, principal will be distributed on each Distribution Date to the Class of Certificates with an outstanding total principal balance that has the earliest alphabetical/numerical Class designation until its total principal balance is reduced to zero; except that: the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 1 until the total principal balance of the Class A-1A Certificates has been reduced to zero; the Class A-1A Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 2 until the total principal balance of the Class A-5 Certificates has been reduced to zero; and the Class A-J Certificates will be entitled to receive distributions of principal before the Class B Certificates but after the Class A-1, A-2, A-3, A-4, A-5 and A-1A Certificates. However, if, due to losses, the total principal balances of the Class A-J through Class P Certificates are reduced to zero, but any two or more of the A-1, A-2, A-3, A-4, A-5 and/or A-1A Classes remain outstanding, payments of principal to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and/or Class A-1A Certificates will be made on a pro rata basis. INTEREST PAYMENTS: Class XC and XP Certificates will collectively accrue interest on the total principal balance of the Class A-1 through Class 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 Class P Certificates. The Prospectus Supplement describes the notional amounts on which, and the pass-through rates at which, the Class XC and Class XP Certificates will individually accrue interest. Class XC and Class XP Certificates will receive interest payments pro rata (based on interest entitlements) with interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-1A Certificates each month, except that interest payments on the Class A-1, A-2, A-3, A-4 and A-5 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. PAYMENT PRIORITY: Each of the Classes (except Classes XC and XP) will be subordinate to earlier alphabetically lettered classes, except that Class A-J will be subordinate to Classes A-1, A-2, A-3, A-4, A-5 and A-1A. Losses on Mortgage Loans will be allocated in reverse alphabetical order starting from Class P to Class B, then to Class A-J and, thereafter, pro rata among Classes A-1, A-2, A-3, A-4, A-5 and A-1A. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- STRUCTURE OVERVIEW - ------------------------------------------------------------------------------- INTEREST SHORTFALLS: The Master Servicer will cover prepayment interest shortfalls on any mortgage loan, up to the portion of the Master Servicing Fees for that loan for the current period accrued at 0.02% per annum and any interest accrued on subject principal prepayment while held by the Master Servicer. Net prepayment interest shortfalls will be allocated pro rata generally based on interest entitlements with respect to each of the interest-bearing certificate classes. Shortfalls resulting from Master Servicer and Special Servicer modifications, Special Servicer compensation or other extraordinary trust fund expenses or realized losses will be borne by the Class or Classes with the lowest payment priority. PREPAYMENT PREMIUMS Prepayment premiums collected with respect to each Loan Group will be allocated between the respective classes of Investment Grade P&I Certificates (i.e. Classes A-1, A-2, A-3, A-4, A-5, A-1A, A-J, B, C, D, E, F, G and H) 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 of the Pass-Through Rate of such Class of the Investment Grade P&I Certificates currently receiving principal over the relevant discount rate, and the denominator of which is the excess of the mortgage rate of the related Mortgage Loan over the discount rate. Prepayment Premium Allocation Percentage for all (Pass-Through Rate -- Discount Rate) Investment Grade P&I Certificates collectively = ------------------------------------ (Mortgage Rate -- Discount Rate) 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 ----------------------------------------- Assumptions: Mortgage Rate = 9% Bond Class Rate = 7% Discount Rate = 6% 7% - 6% Allocation to Investment Grade P&I Certificates collectively = --------- = 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS (1)(2)(3)(4)(5) - ------------------------------------------------------------------------------- SUMMARY OF COLLATERAL CHARACTERISTICS ALL MORTGAGE LOANS LOAN GROUP 1 LOAN GROUP 2 - --------------------------------------------------------------------------------------------------------------------- Aggregate Cut-off Date Principal Balance $1,030,489,931 $899,725,580 $130,764,352 Number of Mortgage Loans 106 92 14 Number of Properties 106 92 14 Average Cut-off Date Principal Balance $9,721,603 $9,779,626 $9,340,311 Minimum Cut-off Date Principal Balance $632,688 $632,688 $2,170,759 Maximum Cut-off Date Principal Balance $51,650,000 $51,650,000 $20,500,000 Weighted Average Mortgage Rate 5.6924% 5.7083% 5.5826% Minimum Mortgage Rate 4.9200% 4.9200% 5.1000% Maximum Mortgage Rate 6.6200% 6.6200% 6.0900% Weighted Average U/W NCF DSCR 1.39x 1.41x 1.25x Minimum U/W NCF DSCR 1.14x 1.14x 1.20x Maximum U/W NCF DSCR 7.12x 7.12x 1.62x Weighted Average Cut-off Date LTV Ratio 74.00% 73.49% 77.47% Minimum Cut-off Date LTV Ratio 13.12% 13.12% 72.88% Maximum Cut-off Date LTV Ratio 81.00% 81.00% 80.74% Weighted Average Original Term to Scheduled Maturity/ARD 116 months 117 months 110 months Minimum Original Term to Scheduled Maturity/ARD 60 months 60 months 60 months Maximum Original Term to Scheduled Maturity/ARD 180 months 180 months 120 months Weighted Average Remaining Term to Scheduled Maturity/ARD 112 months 113 months 107 months Minimum Remaining Term to Scheduled Maturity/ARD 55 months 55 months 56 months Maximum Remaining Term to Scheduled Maturity/ARD 175 months 175 months 120 months Weighted Average Remaining Amortization Term 324 months 319 months 358 months Minimum Remaining Amortization Term 235 months 235 months 347 months Maximum Remaining Amortization Term 360 months 360 months 360 months Weighted Average Mortgage Loan Seasoning 3 months 3 months 3 months Minimum Mortgage Loan Seasoning 0 months 0 months 0 months Maximum Mortgage Loan Seasoning 13 months 8 months 13 months (1) With respect to nine Mortgage Loans (Pacific Pointe Corporate Centre Loan, Orchard Technology Park Loan, Spectrum Pointe Office Loan, Lanes Mill Marketplace Loan, Hills of Aberdeen Apartments Loan, Cape House II Loan, Terracotta Business Park, Gillespie Field Business Park-Lots 19, 20 & 21, and 2500 Marcus Avenue Loan), the U/W NCF DSCR was calculated based upon: (a) the reamortized debt service payments that would be in effect if the subject Mortgage Loan is reduced by a related cash holdback or letter of credit; and/or (b) various assumptions regarding the financial performance of the related Morgaged Property that are consistent with the release of the subject cash holdback and/or letter of credit. (2) Each of the Cut-off Date LTV Ratio and the Maturity Date or ARD Loan-to-Value Ratio for Pacific Pointe Corporate Centre Loan, Orchard Technology Park Loan, Spectrum Pointe Office Loan, Williamsburg Shopping Center Loan, Lanes Mill Marketplace Loan, and Cantera Commons Shopping Center Loan have been calculated based upon: (a) the reduction of the relevant principal balance of the subject Mortgage Loan by the amount of a related cash holdback and/or letter of credit; and/or (b) the value of the related Mortgaged Property on a stabilized basis that makes various assumptions regarding the financial performance of such property that are consistent with the release of the subject cash holdback or letter of credit. (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. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - ------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- 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 45 $ 379,568,491 36.8% 1.28x 77.10% Anchored 18 280,586,411 27.2 1.26 78.18 Unanchored 7 43,996,856 4.3 1.38 73.34 Shadow Anchored 4 27,483,240 2.7 1.34 76.07 Anchored, Single Tenant 3 15,096,333 1.5 1.41 73.36 Unanchored, Single Tenant 12 10,730,888 1.0 1.21 72.87 Shadow Anchored, Single Tenant 1 1,674,763 0.2 1.21 72.87 Office 28 372,496,271 36.1 1.51 70.81 Suburban 21 260,487,139 25.3 1.36 73.21 CBD 5 89,204,293 8.7 2.00 62.40 Flex 1 12,246,663 1.2 1.29 77.44 Medical Office 1 10,558,176 1.0 1.35 74.88 Multifamily 17 165,705,629 16.1 1.32 75.06 Conventional 16 160,465,753 15.6 1.32 74.95 Student Housing 1 5,239,876 0.5 1.29 78.21 Self Storage 4 34,506,717 3.3 1.29 77.14 Industrial 5 32,592,582 3.2 1.62 70.27 Hotel 4 27,308,470 2.7 1.52 66.09 Mixed Use 2 12,678,125 1.2 1.38 78.75 Manufactured Housing 1 5,633,646 0.5 1.23 75.12 - ------------------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------------------------------------- GEOGRAPHIC DISTRIBUTION - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- 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 13 $ 177,676,390 17.2% 1.24x 77.33% Southern California (1) 11 157,242,744 15.3 1.24 77.24 Northern California (1) 2 20,433,646 2.0 1.28 78.03 Florida 10 138,778,562 13.5 1.44 71.93 New York 19 105,470,612 10.2 1.44 71.55 Texas 8 79,909,181 7.8 1.30 73.98 Virginia 5 59,083,891 5.7 1.33 74.91 Maryland 2 55,139,609 5.4 1.46 70.03 Oregon 5 54,227,425 5.3 1.39 72.43 Pennsylvania 3 36,473,313 3.5 1.24 79.13 New Jersey 3 32,032,061 3.1 1.28 78.18 Arizona 3 31,134,329 3.0 1.34 77.51 Other 35 260,564,557 25.3 1.51 73.14 - ------------------------------------------------------------------------------------------------------------------------- TOTAL/WTD. AVG. 106 1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------------------------------------- MORTGAGE POOL PREPAYMENT RESTRICTION COMPOSITION OVER TIME - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 60 72 84 96 108 120 - ----------------------------------------------------------------------------------------------------------------------------------- Remaining Pool Balance(2) 100.00% 99.22% 98.25% 97.04% 95.73% 82.16% 80.77% 75.66% 74.17% 71.87% 6.96% Locked/Defeasance 100.00% 100.00% 95.77% 95.50% 95.50% 94.00% 93.99% 93.69% 93.68% 93.61% 95.24% Locked 100.00% 100.00% 95.77% 3.01% 0.72% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance 0.00% 0.00% 0.00% 92.49% 94.78% 94.00% 93.99% 93.69% 93.68% 93.61% 95.24% Yield Maintenance (all) 0.00% 0.00% 4.23% 4.50% 4.50% 6.00% 6.01% 6.31% 6.32% 6.39% 0.00% Yield Maintenance 0.00% 0.00% 4.23% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Grtr1.5%UPBorYM 0.00% 0.00% 0.00% 1.97% 1.97% 2.26% 2.27% 2.38% 2.38% 2.41% 0.00% Grtr1%UPBorYM 0.00% 0.00% 0.00% 2.53% 2.53% 3.74% 3.74% 3.93% 3.93% 3.98% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.76% - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ----------------------------------------------------------------------------------------------------------------------------------- (1) Southern California includes properties that are located in zip codes of 93035 or lower. Northern California includes properties that are located in zip codes of 95827 or higher. (2) Remaining aggregate mortgage pool balance as a percentage of the Initial Mortgage Pool Balance at the specified point in time, assuming there are no prepayments or defaults on Mortgage Loans (except that each Mortgage Loan with an anticipated repayment date is paid in full on that 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - ------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------ 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 13 $ 12,405,650 1.2% 1.21x 72.87% $2,000,000 to $2,999,999 4 10,235,622 1.0 1.45 75.90 $3,000,000 to $3,999,999 4 14,646,460 1.4 1.49 68.06 $4,000,000 to $4,999,999 7 31,769,697 3.1 1.33 74.31 $5,000,000 to $5,999,999 18 99,179,258 9.6 1.64 71.54 $6,000,000 to $6,999,999 5 33,036,070 3.2 1.35 72.66 $7,000,000 to $7,999,999 6 45,208,990 4.4 1.36 75.09 $8,000,000 to $8,999,999 9 76,944,720 7.5 1.35 75.32 $9,000,000 to $9,999,999 6 56,732,802 5.5 1.38 72.93 $10,000,000 to $14,999,999 12 147,518,429 14.3 1.36 76.07 $15,000,000 to $19,999,999 12 210,254,000 20.4 1.34 73.80 $20,000,000 to $24,999,999 6 130,183,438 12.6 1.46 70.85 $25,000,000 to $29,999,999 1 25,479,293 2.5 1.33 77.21 $30,000,000 to $44,999,999 2 85,245,504 8.3 1.26 79.30 $45,000,000 to $51,650,000 1 51,650,000 5.0 1.41 71.74 - ------------------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------------------ MORTGAGE RATES - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------- 4.920% to 4.999% 1 $ 20,000,000 1.9% 2.06x 50.00% 5.000% to 5.249% 10 113,589,667 11.0 1.70 71.48 5.250% to 5.499% 16 152,417,307 14.8 1.38 74.43 5.500% to 5.749% 25 308,212,049 29.9 1.35 74.38 5.750% to 5.999% 17 206,092,650 20.0 1.30 77.21 6.000% to 6.249% 18 128,302,278 12.5 1.29 75.48 6.250% to 6.499% 18 96,459,089 9.4 1.32 71.84 6.500% to 6.620% 1 5,416,891 0.5 1.45 62.99 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------- ORIGINAL TERM TO MATURITY OR ARD - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------- (less than) 120 16 $ 175,919,379 17.1% 1.70x 68.68% 120 87 772,473,050 75.0 1.32 75.23 (greater than) 120 3 82,097,503 8.0 1.32 73.80 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - --------------------------------------------------------------------------------------------- REMAINING TERM TO MATURITY OR ARD - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------- 55 to 83 15 $ 170,919,379 16.6% 1.54x 70.30% 84 to 107 2 7,862,405 0.8 5.01 35.77 108 to 119 78 694,625,645 67.4 1.32 75.61 120 to 175 11 157,082,503 15.2 1.33 72.81 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------- ORIGINAL AMORTIZATION TERM - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 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 6 $ 84,747,500 8.2% 2.23x 56.35% 120 to 240 1 15,147,503 1.5 1.14 75.74 241 to 300 5 30,798,080 3.0 1.59 63.67 301 to 360 94 899,796,849 87.3 1.31 75.99 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------- REMAINING AMORTIZATION TERM - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- 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 6 $ 84,747,500 8.2% 2.23x 56.35% 120 to 240 1 15,147,503 1.5 1.14 75.74 241 to 300 5 30,798,080 3.0 1.59 63.67 301 to 360 94 899,796,849 87.3 1.31 75.99 - ----------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ----------------------------------------------------------------------------------------- AMORTIZATION TYPE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL POOL U/W NCF VALUE MORTGAGE LOAN TYPE LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------- Amortizing Balloon 73 $ 541,064,519 52.5% 1.30x 76.44% Partial IO/Balloon 24 372,743,000 36.2 1.32 74.70 IO/Balloon 4 67,000,000 6.5 2.35 54.25 Amortizing ARD 3 31,934,912 3.1 1.39 71.35 IO/ARD 2 17,747,500 1.7 1.80 64.30 - -------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - -------------------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - -------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------- 1.14x to 1.19x 4 $ 49,680,305 4.8% 1.18x 78.54% 1.20x to 1.24x 33 249,395,635 24.2 1.22 76.93 1.25x to 1.29x 21 259,717,530 25.2 1.28 77.86 1.30x to 1.34x 10 103,000,587 10.0 1.32 76.25 1.35x to 1.39x 12 111,951,542 10.9 1.36 72.96 1.40x to 1.44x 6 80,037,733 7.8 1.41 72.31 1.45x to 1.49x 6 41,878,251 4.1 1.48 71.44 1.50x to 1.99x 10 87,338,739 8.5 1.68 65.65 2.00x to 2.49x 3 42,489,609 4.1 2.11 55.25 2.50x to 7.12x 1 5,000,000 0.5 7.12 13.12 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------- PREPAYMENT PROVISION TYPE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL POOL U/W NCF VALUE PREPAYMENT PREMIUM LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- LO/Defeasance 100 $ 922,721,003 89.5% 1.40x 73.61% LO/YM/Defeasance 1 43,500,000 4.2 1.30 79.09 LO/Grtrx%UPBorYM 4 53,018,394 5.1 1.23 75.66 LO/Defeasance/PPY 1 11,250,535 1.1 1.28 78.40 TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - --------------------------------------------------------------------------------------------- CUT-OFF DATE LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------- 13.12% to 60.00% 5 $ 61,389,609 6.0% 2.28x 52.02% 60.01% to 65.00% 9 73,008,379 7.1 1.74 63.11 65.01% to 70.00% 7 69,028,293 6.7 1.30 69.07 70.01% to 75.00% 34 255,576,139 24.8 1.35 73.31 75.01% to 80.00% 49 555,824,026 53.9 1.28 78.59 80.01% to 81.00% 2 15,663,484 1.5 1.22 80.91 - ------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - ------------------------------------------------------------------------------------------- MATURITY DATE OR ARD LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------- 13.12% to 50.00% 7 $ 61,845,583 6.0% 2.09x 56.60% 50.01% to 55.00% 2 9,727,409 0.9 1.53 63.17 55.01% to 60.00% 7 110,808,293 10.8 1.49 67.58 60.01% to 65.00% 42 292,446,159 28.4 1.38 72.15 65.01% to 70.00% 38 429,854,838 41.7 1.30 78.28 70.01% to 75.69% 10 125,807,651 12.2 1.26 78.73 - -------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - -------------------------------------------------------------------------------------------- ENCUMBERED INTEREST - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL POOL U/W NCF VALUE ENCUMBERED INTEREST LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- Fee Simple 97 $ 960,833,246 93.2% 1.36x 74.26% Leasehold 6 39,685,135 3.9 2.08 67.01 Fee in part and Leasehold in part 3 29,971,551 2.9 1.37 74.95 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - --------------------------------------------------------------------------------------------- SEASONING - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- 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 82 $ 886,877,998 86.1% 1.41x 73.61% 6 to 11 23 140,749,528 13.7% 1.28 76.46 12 to 13 1 2,862,405 0.3% 1.32 75.33 - --------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 106 $1,030,489,931 100.0% 1.39x 74.00% - --------------------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - -------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- 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 45 $379,568,491 42.2% 1.28x 77.10% Anchored 18 280,586,411 31.2 1.26 78.18 Unanchored 7 43,996,856 4.9 1.38 73.34 Shadow Anchored 4 27,483,240 3.1 1.34 76.07 Anchored, Single Tenant 3 15,096,333 1.7 1.41 73.36 Unanchored, Single Tenant 12 10,730,888 1.2 1.21 72.87 Shadow Anchored, Single Tenant 1 1,674,763 0.2 1.21 72.87 Office 28 372,496,271 41.4 1.51 70.81 Suburban 21 260,487,139 29.0 1.36 73.21 CBD 5 89,204,293 9.9 2.00 62.40 Flex 1 12,246,663 1.4 1.29 77.44 Medical Office 1 10,558,176 1.2 1.35 74.88 Multifamily 3 34,941,277 3.9 1.56 66.01 Conventional 3 34,941,277 3.9 1.56 66.01 Self Storage 4 34,506,717 3.8 1.29 77.14 Industrial 5 32,592,582 3.6 1.62 70.27 Hotel 4 27,308,470 3.0 1.52 66.09 Mixed Use 2 12,678,125 1.4 1.38 78.75 Manufactured Housing 1 5,633,646 0.6 1.23 75.12 - ---------------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ---------------------------------------------------------------------------------------------------------------------- GEOGRAPHIC DISTRIBUTION - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- 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 12 $159,262,363 17.7% 1.25x 77.62 Southern California (1) 10 $138,828,717 15.4 1.24 77.56 Northern California (1) 2 $ 20,433,646 2.3 1.28 78.03 Florida 9 124,348,740 13.8 1.46 71.82 New York 19 105,470,612 11.7 1.44 71.55 Virginia 5 59,083,891 6.6 1.33 74.91 Texas 6 55,920,123 6.2 1.33 71.43 Maryland 2 55,139,609 6.1 1.46 70.03 Oregon 5 54,227,425 6.0 1.39 72.43 New Jersey 3 32,032,061 3.6 1.28 78.18 Arizona 3 31,134,329 3.5 1.34 77.51 Massachusetts 4 30,737,681 3.4 1.29 77.14 Other 24 192,368,746 21.4 1.58 71.68 - --------------------------------------------------------------------------------------------------------------- TOTAL/WTD. AVG. 92 899,725,580 100.0% 1.41x 73.49% - --------------------------------------------------------------------------------------------------------------- LOAN GROUP 1 PREPAYMENT RESTRICTION COMPOSITION OVER TIME - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 60 72 84 96 108 120 - ----------------------------------------------------------------------------------------------------------------------------------- Remaining Loan Group 1 Balance(2) 100.00% 99.23% 98.25% 97.01% 95.69% 82.66% 81.24% 75.59% 74.10% 71.94% 7.97% Locked/Defeasance 100.00% 100.00% 95.16% 97.19% 97.19% 95.85% 95.84% 95.61% 95.61% 95.57% 95.24% Locked 100.00% 100.00% 95.16% 3.17% 0.83% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance 0.00% 0.00% 0.00% 94.02% 96.36% 95.85% 95.84% 95.61% 95.61% 95.57% 95.24% Yield Maintenance (all) 0.00% 0.00% 4.84% 2.81% 2.81% 4.15% 4.16% 4.39% 4.39% 4.43% 0.00% Yield Maintenance 0.00% 0.00% 4.84% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Grtr1.5%UPBorYM 0.00% 0.00% 0.00% 2.25% 2.26% 2.57% 2.58% 2.73% 2.73% 2.76% 0.00% Grtr1%UPBorYM 0.00% 0.00% 0.00% 0.56% 0.55% 1.58% 1.58% 1.66% 1.66% 1.67% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.76% - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ----------------------------------------------------------------------------------------------------------------------------------- (1) Southern California includes properties that are located in zip codes of 93035 or lower. Northern California includes properties that are located in zip codes of 95827 or higher. (2) Remaining aggregate Loan Group 1 balance as a percentage of the Initial Loan Group 1 Balance at the specified point in time, assuming there are no prepayments or defaults on Mortgage Loans (except that each Mortgage Loan with an anticipated repayment date is paid in full on that 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - -------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- 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 13 $ 12,405,650 1.4% 1.21x 72.87% $2,000,000 to $2,999,999 1 2,642,458 0.3 1.46 73.40 $3,000,000 to $3,999,999 3 11,157,401 1.2 1.53 64.41 $4,000,000 to $4,999,999 6 26,969,697 3.0 1.34 73.30 $5,000,000 to $5,999,999 16 88,238,895 9.8 1.69 70.55 $6,000,000 to $6,999,999 5 33,036,070 3.7 1.35 72.66 $7,000,000 to $7,999,999 6 45,208,990 5.0 1.36 75.09 $8,000,000 to $8,999,999 8 68,844,720 7.7 1.36 75.02 $9,000,000 to $9,999,999 5 47,462,998 5.3 1.42 71.57 $10,000,000 to $14,999,999 11 133,088,607 14.8 1.37 76.41 $15,000,000 to $19,999,999 9 158,611,859 17.6 1.37 72.90 $20,000,000 to $24,999,999 5 109,683,438 12.2 1.50 69.15 $25,000,000 to $29,999,999 1 25,479,293 2.8 1.33 77.21 $30,000,000 to $44,999,999 2 85,245,504 9.5 1.26 79.30 $45,000,000 to $51,650,000 1 51,650,000 5.7 1.41 71.74 - -------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - -------------------------------------------------------------------------------------------------- MORTGAGE RATES - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------- 4.920% to 4.999% 1 $ 20,000,000 2.2% 2.06x 50.00% 5.000% to 5.249% 9 107,889,181 12.0 1.73 70.99 5.250% to 5.499% 12 89,419,389 9.9 1.49 71.45 5.500% to 5.749% 20 280,762,409 31.2 1.35 74.24 5.750% to 5.999% 14 179,576,342 20.0 1.31 77.46 6.000% to 6.249% 17 120,202,278 13.4 1.29 75.32 6.250% to 6.499% 18 96,459,089 10.7 1.32 71.84 6.500% to 6.620% 1 5,416,891 0.6 1.45 62.99 - ------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ------------------------------------------------------------------------------------- ORIGINAL TERM TO MATURITY OR ARD - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------- (less than) 120 14 $153,490,779 17.1% 1.77x 67.08% 120 75 664,137,298 73.8 1.34 74.94 (greater than) 120 3 82,097,503 9.1 1.32 73.80 - ----------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ----------------------------------------------------------------------------------------- REMAINING TERM TO MATURITY OR ARD - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- 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 83 13 $148,490,779 16.5% 1.59x 68.89% 84 to 107 1 5,000,000 0.6 7.12 13.12 108 to 119 69 596,512,298 66.3 1.33 75.41 120 to 175 9 149,722,503 16.6 1.33 72.45 - -------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - -------------------------------------------------------------------------------------- ORIGINAL AMORTIZATION TERM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- 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 6 $ 84,747,500 9.4% 2.23x 56.35% 120 to 240 1 15,147,503 1.7 1.14 75.74 241 to 300 5 30,798,080 3.4 1.59 63.67 301 to 360 80 769,032,497 85.5 1.31 75.73 - -------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - -------------------------------------------------------------------------------------- REMAINING AMORTIZATION TERM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- 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 6 $ 84,747,500 9.4% 2.23x 56.35% 120 to 240 1 15,147,503 1.7 1.14 75.74 241 to 300 5 30,798,080 3.4 1.59 63.67 301 to 360 80 769,032,497 85.5 1.31 75.73 - -------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - -------------------------------------------------------------------------------------- AMORTIZATION TYPE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- 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 MORTGAGE LOAN TYPE LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------- Amortizing Balloon 62 $455,400,168 50.6% 1.31x 76.29% Partial IO/Balloon 21 327,643,000 36.4 1.34 74.25 IO/Balloon 4 67,000,000 7.4 2.35 54.25 Amortizing ARD 3 31,934,912 3.5 1.39 71.35 IO/ARD 2 17,747,500 2.0 1.80 64.30 - --------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - --------------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - -------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------ 1.14x to 1.19x 3 $ 40,410,500 4.5% 1.18x 78.22% 1.20x to 1.24x 28 169,153,494 18.8 1.22 76.63 1.25x to 1.29x 17 229,547,345 25.5 1.28 78.05 1.30x to 1.34x 9 100,138,182 11.1 1.32 76.27 1.35x to 1.39x 11 108,462,484 12.1 1.36 72.74 1.40x to 1.44x 5 77,477,733 8.6 1.41 72.06 1.45x to 1.49x 6 41,878,251 4.7 1.48 71.44 1.50x to 1.99x 9 85,167,980 9.5 1.68 65.41 2.00x to 2.49x 3 42,489,609 4.7 2.11 55.25 2.50x to 7.12x 1 5,000,000 0.6 7.12 13.12 - ------------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ------------------------------------------------------------------------------------------------ PREPAYMENT PROVISION TYPE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- 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 PREMIUM LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------- LO/Defeasance 87 $812,456,651 90.3% 1.42x 73.15% LO/YM/Defeasance 1 43,500,000 4.8 1.30 79.09 LO/Grtrx%UPBorYM 3 32,518,394 3.6 1.24 72.96 LO/Defeasance/PPY 1 11,250,535 1.3 1.28 78.40 - ------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ------------------------------------------------------------------------------------------------- CUT-OFF DATE LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------- 13.12% to 60.00% 5 $ 61,389,609 6.8% 2.28x 52.02% 60.01% to 65.00% 9 73,008,379 8.1 1.74 63.11 65.01% to 70.00% 7 69,028,293 7.7 1.30 69.07 70.01% to 75.00 31 220,561,531 24.5 1.36 73.19 75.01% to 80.00% 39 465,774,769 51.8 1.28 78.59 80.01% to 81.00% 1 9,962,998 1.1 1.20 81.00 - -------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - -------------------------------------------------------------------------------------------------- MATURITY DATE OR ARD LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------- 13.12% to 50.00% 7 $ 61,845,583 6.9% 2.09x 56.60% 50.01% to 55.00% 2 9,727,409 1.1 1.53 63.17 55.01% to 60.00% 7 110,808,293 12.3 1.49 67.58 60.01% to 65.00% 38 254,569,145 28.3 1.40 71.86 65.01% to 70.00% 32 396,396,099 44.1 1.30 78.20 70.01% to 75.69% 6 66,379,051 7.4 1.29 78.79 - -------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - -------------------------------------------------------------------------------------------------- ENCUMBERED INTEREST - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- 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 ENCUMBERED INTEREST LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------------------------- Fee Simple 83 $830,068,894 92.3% 1.38x 73.75% Leasehold 6 39,685,135 4.4 2.08 67.01 Fee in part and Leasehold in part 3 29,971,551 3.3 1.37 74.95 - ----------------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ----------------------------------------------------------------------------------------------------------------- SEASONING - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- 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 69 $758,976,051 84.4% 1.43x 72.95% 6 to 8 23 140,749,528 15.6% 1.28 76.46 - ---------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 92 $899,725,580 100.0% 1.41x 73.49% - ---------------------------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - -------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- 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 14 130,764,352 100.0 1.25 77.47 Conventional 13 125,524,476 96.0 1.25 77.44 Student Housing 1 5,239,876 4.0 1.29 78.21 - -------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% - -------------------------------------------------------------------------------------------------------- GEOGRAPHIC DISTRIBUTION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- 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 2 $23,989,059 18.3% 1.23x 79.92% Southern California(1) 1 18,414,027 14.1 1.23 74.85 Alabama 1 16,728,113 12.8 1.22 79.28 Indiana 1 16,500,000 12.6 1.25 75.69 Florida 1 14,429,822 11.0 1.29 72.88 Pennsylvania 2 13,339,876 10.2 1.25 78.01 South Carolina 1 9,269,804 7.1 1.20 79.91 Rhode Island 1 5,700,486 4.4 1.25 80.74 Nevada 1 4,800,000 3.7 1.30 80.00 Vermont 1 2,862,405 2.2 1.32 75.33 Other 2 4,730,759 3.6 1.52 77.64 - ------------------------------------------------------------------------------------------------------------- TOTAL/WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% - ------------------------------------------------------------------------------------------------------------- LOAN GROUP 2 PREPAYMENT RESTRICTION COMPOSITION OVER TIME - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 60 72 84 96 108 120 - ------------------------------------------------------------------------------------------------------------------------------------ Remaining Loan Group 2 Balance(2) 100.00% 99.16% 98.26% 97.23% 95.97% 78.76% 77.48% 76.13% 74.72% 71.34% 0.00% Locked/Defeasance 100.00% 100.00% 100.00% 83.91% 83.91% 80.66% 80.63% 80.60% 80.56% 80.02% 0.00% Locked 100.00% 100.00% 100.00% 1.93% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance 0.00% 0.00% 0.00% 81.98% 83.91% 80.66% 80.63% 80.60% 80.56% 80.02% 0.00% Yield Maintenance (all) 0.00% 0.00% 0.00% 16.09% 16.09% 19.34% 19.37% 19.40% 19.44% 19.98% 0.00% Grtr1%UPBorYM 0.00% 0.00% 0.00% 16.09% 16.09% 19.34% 19.37% 19.40% 19.44% 19.98% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% - ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----- TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00% ======= ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ===== - ------------------------------------------------------------------------------------------------------------------------------------ (1) Southern California includes properties that are located in zip codes of 93035 or lower. Northern California includes properties that are located in zip codes of 95827 or higher. (2) Remaining Loan Group 2 balance as a percentage of the Initial Loan Group 2 Balance at the specified point in time, assuming there are no prepayments or defaults on Mortgage Loans (except that each Mortgage Loan with an anticipated repayment date is paid in full on that 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - -------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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) $3,000,000 3 $7,593,164 5.8% 1.44x 76.77% $3,000,000 to $4,999,999 2 8,289,059 6.3 1.32 79.89 $5,000,000 to $9,999,999 4 28,310,167 21.6 1.23 79.18 $10,000,000 to $14,999,999 1 14,429,822 11.0 1.29 72.88 $15,000,000 to $19,999,999 3 51,642,140 39.5 1.23 76.55 $20,000,000 to $20,500,000 1 20,500,000 15.7 1.21 79.95 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== MORTGAGE RATES - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- 5.100% to 5.249% 1 $5,700,486 4.4% 1.25x 80.74% 5.250% to 5.499% 4 62,997,917 48.2 1.22 78.65 5.500% to 5.749% 5 27,449,640 21.0 1.34 75.82 5.750% to 5.999% 3 26,516,308 20.3 1.25 75.57 6.000% to 6.090% 1 8,100,000 6.2 1.23 77.88 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== ORIGINAL TERM TO MATURITY OR ARD - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- (less than) 120 2 $22,428,600 17.2% 1.23x 79.65% 120 12 108,335,752 82.8 1.26 77.02 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== REMAINING TERM TO MATURITY OR ARD - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- 56 to 83 2 $22,428,600 17.2% 1.23x 79.65% 84 to 107 1 2,862,405 2.2 1.32 75.33 108 to 119 9 98,113,347 75.0 1.25 76.85 120 2 7,360,000 5.6 1.34 80.00 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== ORIGINAL AMORTIZATION TERM - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- =360 14 $130,764,352 100.0% 1.25x 77.47% - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== REMAINING AMORTIZATION TERM - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- 347 to 360 14 130,764,352 100.0% 1.25x 77.47% - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== AMORTIZATION TYPE - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- Amortizing Balloon 11 $85,664,352 65.5% 1.27x 77.19% Partial IO/Balloon 3 45,100,000 34.5 1.23 78.02 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - -------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- = 1.20x 1 $9,269,804 7.1% 1.20x 79.91% 1.21x to 1.25x 6 85,942,627 65.7 1.23 77.77 1.26x to 1.30x 3 24,469,698 18.7 1.29 75.42 1.31x to 1.40x 2 6,351,464 4.9 1.34 77.76 1.41x to 1.50x 1 2,560,000 2.0 1.43 80.00 1.51x to 1.79x 1 2,170,759 1.7 1.62 74.85 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== PREPAYMENT PROVISION TYPE - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 PREMIUM LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- LO/Defeasance 13 $110,264,352 84.3% 1.26x 77.01% LO/Grtrx%UPBorYM 1 20,500,000 15.7 1.21 79.95 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== CUT-OFF DATE LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- 72.88% to 75.00% 3 $35,014,609 26.8% 1.28x 74.04% 75.01% to 80.00% 10 90,049,257 68.9 1.24 78.60 80.01% to 80.74% 1 5,700,486 4.4 1.25 80.74 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== MATURITY DATE OR ARD LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------- 61.55% to 65.00% 4 $37,877,013 29.0% 1.28x 74.14% 65.01% to 70.00% 6 33,458,739 25.6 1.27 79.16 70.01% to 74.83% 4 59,428,600 45.4 1.23 78.66 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== ENCUMBERED INTEREST - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE LOAN WTD. AVG. DATE LOAN- MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE ENCUMBERED INTEREST LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- Fee Simple 14 $130,764,352 100.0% 1.25x 77.47% - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== SEASONING - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- 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 13 $127,901,947 97.8% 1.25x 77.52% 6 to 13 1 2,862,405 2.2% 1.32 75.33 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 14 $130,764,352 100.0% 1.25x 77.47% =============================================================================================== 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- TEN LARGEST LOANS/CROSSED GROUPS - -------------------------------------------------------------------------------- TEN LARGEST LOANS/CROSSED GROUPS BY CUT-OFF DATE PRINCIPAL BALANCE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- % OF CUT-OFF DATE INITIAL CUT-OFF DATE PRINCIPAL MORTGAGE LOAN PROPERTY PRINCIPAL BALANCE POOL LOAN NAME / PROPERTY NAME SELLER TYPE BALANCE PER SF/UNIT BALANCE - ------------------------------------------------------------------------------------------------------- 1) Artery Plaza CGM Office $51,650,000 $191 5.0% 2) River Plaza Shopping Center CGM Retail 43,500,000 424 4.2 3) Nordahl Marketplace CGM Retail 41,745,504 254 4.1 4) California Office Portfolio(1) CGM 35,389,181 140 3.4 Pacific Pointe Corporate Centre Office 12,514,838 Orchard Technology Park Office 12,246,663 Spectrum Pointe Office Office 10,627,680 5) 400 SW 6th Avenue CGM Office 25,479,293 122 2.5 6) Wilkes-Barre Commons CGM Retail 23,133,438 138 2.2 7) Bay Harbor Apartments CGM Multifamily 23,000,000 67,847 2.2 8) Williamsburg Shopping Center CGM Retail 22,000,000 88 2.1 9) Village West Shopping Center CGM Retail 21,550,000 128 2.1 10) The Lodge at Baybrook PNC Multifamily 20,500,000 63,665 2.0 ------------ ----- TOTAL/WTD. AVG. $307,947,415 29.9% ======================================================================================================= - ------------------------------------------------------------------------------------------------------- CUT-OFF DATE % OF INITIAL % OF INITIAL STATED LOAN-TO- LOAN GROUP 1 LOAN GROUP 2 REMAINING U/W NCF VALUE LOAN NAME / PROPERTY NAME BALANCE BALANCE TERM (MO.) DSCR RATIO - ------------------------------------------------------------------------------------------------------- 1) Artery Plaza 5.7% 175 1.41x 71.74% 2) River Plaza Shopping Center 4.8 117 1.30 79.09 3) Nordahl Marketplace 4.6 114 1.22 79.52 4) California Office Portfolio(1) 3.9 114 1.29 77.44 Pacific Pointe Corporate Centre Orchard Technology Park Spectrum Pointe Office 5) 400 SW 6th Avenue 2.8 115 1.33 77.21 6) Wilkes-Barre Commons 2.6 117 1.24 79.77 7) Bay Harbor Apartments 2.6 57 1.72 59.90 8) Williamsburg Shopping Center 2.4 117 1.25 80.00 9) Village West Shopping Center 2.4 118 1.28 74.31 10) The Lodge at Baybrook 15.7% 118 1.21 79.95 - ------------------------------------------------------------------------------------------------------- TOTAL/WTD. AVG. 31.9% 15.7% 121 1.32x 75.97% ======================================================================================================= (1) The California Office Portfolio represents three cross-collateralized and cross-defaulted loans: the Pacific Pointe Corporate Centre Loan, the Orchard Technology Park Loan and the Spectrum Pointe Office 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- ARTERY PLAZA - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- ARTERY PLAZA - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- ARTERY PLAZA - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $51,650,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 5.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Henry Goldberg OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 6.430% MATURITY DATE July 11, 2019 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 180 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 175 / 360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes TI/LC(1) $1,650,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $5,611 ADDITIONAL FINANCING Future Mezzanine Debt Allowed CUT-OFF DATE PRINCIPAL BALANCE $51,650,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $191 CUT-OFF DATE LTV RATIO 71.7% MATURITY DATE LTV RATIO 55.3% UW NCF DSCR 1.41x - ------------------------------------------------------------------------------- (1) Borrower will be required to deposit monthly on each payment date $25,000 if the undisbursed balance of the reserve is less than $700,000. - ------------------------------------------------------------------------------- PROPERTY INFORMATION - ------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Bethesda, MD PROPERTY TYPE Office, Suburban SIZE (SF) 270,975 OCCUPANCY AS OF AUGUST 3, 2004 89.0% YEAR BUILT / YEAR RENOVATED 1986 / NAP APPRAISED VALUE $72,000,000 PROPERTY MANAGEMENT Vanguard Realty Group UW ECONOMIC OCCUPANCY % 89.7% UW REVENUES $8,893,123 UW EXPENSES $2,837,250 UW NET OPERATING INCOME (NOI) $6,055,873 UW NET CASH FLOW (NCF) $5,472,955 - ------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- ARTERY PLAZA - ------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- Linowes and Blocher LLP NR/NR/NR 40,957 15.11% 30.75 $1,259,428 16.16% 4/30/13 Oxford Realty Financial(2) NR/NR/BB+ 26,823 9.90% 34.97 $ 937,927 12.03% 6/30/08 Cambridge Information NR/NR/NR 25,561 9.43% 30.00 $ 766,830 9.84% 1/31/19 University Research Corp. NR/NR/NR 22,661 8.36% 30.98 $ 701,970 9.01% 8/31/19 National Assn. Cmty. Health NR/NR/NR 15,494 5.72% 31.53 $ 488,532 6.27% 5/31/12 ------- ------ ----- ---------- ----- Top 5 Tenants 131,496 48.53% 31.60 $4,154,687 53.31% Non-major tenants 109,572 40.44% 33.21 $3,638,876 46.69% Vacant Space 29,907 11.04% ------- ------ COLLATERAL TOTAL 270,975 100.00% ======= ====== - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- 2004 2 $33.62 2,225 0.82% 0.82% 0.96% 0.96% 2005 2 $35.15 10,157 3.75% 4.57% 4.58% 5.54% 2006 2 $36.03 5,842 2.16% 6.73% 2.70% 8.24% 2007 2 $36.55 4,405 1.63% 8.35% 2.07% 10.31% 2008 5 $34.15 47,564 17.55% 25.90% 20.84% 31.15% 2009 4 $29.99 15,023 5.54% 31.45% 5.78% 36.93% 2010 2 $30.50 11,768 4.34% 35.79% 4.61% 41.54% 2011 2 $31.79 10,919 4.03% 39.82% 4.45% 45.99% 2012 3 $34.16 37,815 13.96% 53.78% 16.58% 62.57% 2013 1 $30.75 40,957 15.11% 68.89% 16.16% 78.73% 2014 0 $ 0.00 0 0.00% 68.89% 0.00% 78.73% ------- ----- TOTALS 186,675 68.89% ======= ===== - -------------------------------------------------------------------------------------------------------------------------- (1) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. (2) Oxford no longer occupies the subject space and subleases that space to three subtenants. See "Artery Plaza -- The Property" below for additional 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- ARTERY PLAZA - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Artery Plaza Loan") is secured by a first deed of trust/mortgage encumbering an office building located in Bethesda, Maryland. The Artery Plaza Loan represents approximately 5.0% of the initial mortgage pool balance and 5.7% of the initial loan group no. 1 balance. The Artery Plaza Loan was originated on June 30, 2004 and has a principal balance as of the cut-off date of $51,650,000. The Artery Plaza Loan provides for interest-only payments for the first 12 months of its term and, thereafter, fixed monthly payments of principal and interest. The Artery Plaza Loan has a remaining term of 175 months and matures on July 11, 2019. The Artery Plaza Loan may be prepaid on or after April 11, 2019 and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is Artery Plaza LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Artery Plaza Loan. The sponsor is Henry Goldberg. Mr. Goldberg is chairman of the board, chief executive officer and founder of The Artery Group. He began his real estate career in 1959 and has built more than 20,000 apartment units in the Washington metropolitan area. The mortgaged real property was the subject of a voluntary bankruptcy in 1999 as a result of a dispute that arose in connection with a $44.4 million refinancing transaction. A reorganization plan was successfully effectuated so that all parties were made whole and subsequently Artery Plaza, LLC, closed a $49 million loan with a major bank in May 2001. The Artery Plaza Loan retired that $49 million of debt in June 2004. Lender has a prior business relationship with the sponsor. In total, Lender has originated six loans with an aggregate original loan balance of $140,205,000 for Mr. Goldberg. o THE PROPERTY. The mortgaged real property is an approximately 270,975 square foot office building situated on approximately 1.6 acres. The mortgaged real property was constructed in 1986. The mortgaged real property is located in Bethesda, Maryland, within the Washington D.C. metropolitan statistical area ("MSA"). As of August 3, 2004, the occupancy rate for the mortgaged real property securing the Artery Plaza Loan was approximately 89.0%. The largest tenant is Linowes and Blocher LLP ("Linowes and Blocher") occupying approximately 40,957 square feet, or approximately 15.1% of the net rentable area. Linowes and Blocher was founded in 1957 and is a prominent real estate law firm in the Washington DC area. The company has assisted developers, investors and governments in meeting the evolving needs of the Washington, D.C. metropolitan area for housing, office and industrial space, and retail and leisure-time facilities. The firm currently has three offices in the Washington D.C. MSA. The Linowes and Blocher lease expires in April 2013. The second largest tenant is Oxford Realty Financial ("Oxford"), which leases approximately 26,823 square feet, or approximately 9.9% of the net rentable area. However, Oxford no longer occupies its space, having left its space in September 2002, and subleases all its space to three subtenants: 13,042 square feet to TEK Systems, 9,655 square feet to SRS Realty, and 4,126 square feet to ORFG Operations. The Oxford lease expires in June 2008. Oxford is owned by Apartment Investment and Management Co. (NYSE: AIV) ("AIMCO"). As of November 5, 2004, AIMCO's was rated "BB+" by S&P. Moody's does not rate AIMCO's long term unsecured debt. The third largest tenant is Cambridge Information Group, ("Cambridge") occupying approximately 25,561 square feet, or approximately 9.4% of the net rentable area. Cambridge is owned by Cambridge Scientific Abstract ("CSA"), which is a privately-owned information company located in Bethesda, Maryland with offices in Hong Kong, France and the UK. CSA has been publishing abstracts and indexes to scientific and technical research literature for over 30 years. The Cambridge lease expires in January 2019. A borrower affiliate occupies 14,201 square feet, or approximately 5.2% of the net rentable area. The borrower's lease expires in December 2008. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account. o MEZZANINE DEBT. Under the related loan documents, the borrower is permitted to obtain mezzanine financing beginning seven years after the origination date, subject to a maximum 75% loan-to-value ratio (based on the aggregate balances of the Artery Plaza Loan and the mezzanine loan), a minimum 1.35x debt service coverage ratio (based on the aggregate of the debt service on the Artery Plaza Loan and the mezzanine loan) and a satisfactory intercreditior agreement. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- ARTERY PLAZA - -------------------------------------------------------------------------------- o MANAGEMENT. Vanguard Realty Group is the property manager for the mortgaged real property securing the Artery Plaza Loan. Founded in 1998, the Vanguard Realty Group is a full-service company specializing in commercial and multifamily residential property management, commercial leasing, investment sales, building engineering, related facility services and consulting services. Vanguard Realty Group manages and leases a portfolio that includes 8.5 million square feet of office, retail and industrial properties, and more than 3,500 multifamily residential units in the Mid-Atlantic region. The Vanguard Realty Group currently employs over 150 people. The corporate office is located in Bethesda, Maryland. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- RIVER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- RIVER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- RIVER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $43,500,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 4.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR James Levin, Jerome Kessler, Aaron Malinsky and Paul Travis OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.780% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION 117 / 360 LOCKBOX In-place Soft; Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes REMAINING WORK/LC RESERVE(1) $2,597,047 DEBT SERVICE RESERVE(2) $2,791,704 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $1,298 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $43,500,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $424 CUT-OFF DATE LTV RATIO 79.1% MATURITY DATE LTV RATIO 68.1% UW NCF DSCR 1.30x - -------------------------------------------------------------------------------- (1) Consists of $1,986,433 for landlord's remaining work and $610,614 for outstanding leasing commissions. The balance of the remaining work reserve as of November 2004 was $847,012 and the balance of the leasing commissions (LC) Reserve as of November 2004 was $610,614, totaling $1,457,626. (2) The remaining balance in the debt service reserve was $2,329,091 as of November 2004. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Bronx, NY PROPERTY TYPE Retail, Anchored SIZE (SF) 102,577 OCCUPANCY % AS OF AUGUST 10, 2004(1) 88.6% YEAR BUILT / YEAR RENOVATED 2004 / NAP APPRAISED VALUE $55,000,000 PROPERTY MANAGEMENT Target Corporation and KB Property Managers LLC UW ECONOMIC OCCUPANCY %(1) 91.6% UW REVENUES $4,856,278 UW EXPENSES $726,532 UW NET OPERATING INCOME (NOI) $4,129,746 UW NET CASH FLOW (NCF) $3,969,249 - -------------------------------------------------------------------------------- (1) Occupancy % and UW Economic Occupancy reflects spaces that are under lease, but may not be occupied and, further, may be subject to completion of a build out and/or a free rent period. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- RIVER PLAZA SHOPPING CENTER(1) - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY - ------------------------------------------------------------------------------------------------------------------------------------ % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(2) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------------------------------------------------ Anchor Tenants-Anchor Owned Target NR/A2/A+ 129,368 SHADOW ANCHOR - NOT PART OF COLLATERAL ------- Total Anchor Owned 129,368 Marshalls NR/A3/A 34,932 34.05% $ 32.56 $1,137,500 28.02% 7/31/14 Nathan Industries NR/NR/NR 10,000 9.75% $ 45.30 $ 453,000 11.16% 8/31/14 Lazarus NR/NR/NR 10,000 9.75% $ 25.30 $ 253,000 6.23% 8/31/14 Applebee's NR/NR/NR 7,500 7.31% $ 61.33 $ 460,000 11.33% 7/31/24 Real Deals(3) NR/NR/NR 4,613 4.50% $ 65.00 $ 299,845 6.88% 12/31/14 ------- -------- ------- ---------- ----- Top 5 Tenants 67,045 65.36% $ 38.83 $2,603,345 59.72% Non-major tenants(4) 28,496 27.78% $ 61.61 $1,755,610 40.28% Vacant Space 7,036 6.86% ------- -------- COLLATERAL TOTAL 102,577 100.00% ======= ======== - ------------------------------------------------------------------------------------------------------------------------------------ (1) This table includes as part of the net rentable area information presented spaces that are under lease but may not be occupied and, further, may be subject to completion of a build out and/or a free rent period. In addition, the rent information reflects contractual base rents that are not currently due but will be payable following the completion of a build out and/or the end of a free rent period. However, there is a debt service reserve currently in the amount of $2,329,091. (2) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. (3) Real Deals signed a lease dated 11/22/2004 that provides for rental payments to begin on the date that is 60 days after landlord delivers the premises to tenant with all required landlord work pursuant to the lease substantially completed. (4) Includes one tenant, Lane Bryant, which had signed a lease but had been in dispute with the landlord regarding occupying its space as built out. The landlord orally confirmed to the related mortgage loan seller that the dispute has been resolved, but the related mortgage loan seller has not been able to independently confirm that. The Lane Bryant space and rent is taken into account on the foregoing 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 - ----------------------------------------------------------------------------------------------------------------------------- 2004 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2005 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2006 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2007 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2008 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2009 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2010 1 $65.00 3,229 3.15% 3.15% 5.17% 5.17% 2011 0 $ 0.00 0 0.00% 3.15% 0.00% 5.17% 2012 0 $ 0.00 0 0.00% 3.15% 0.00% 5.17% 2013 0 $ 0.00 0 0.00% 3.15% 0.00% 5.17% 2014 11 $40.94 75,800 73.90% 77.04% 76.45% 81.62% ------ ----- TOTALS 79,029 77.04% ====== ===== - ----------------------------------------------------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- RIVER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "River Plaza Shopping Center Loan") is secured by a first mortgage encumbering an anchored retail center located in Bronx, New York, which is also shadow anchored by Target. The River Plaza Shopping Center Loan represents approximately 4.2% of the initial mortgage pool balance and 4.8% of the initial loan group no. 1 balance. The River Plaza Shopping Center Loan was originated on August 19, 2004 and has a principal balance as of the cut-off date of $43,500,000. The River Plaza Shopping Center Loan provides for interest-only payments for the first 11 months of its term and, thereafter, fixed monthly payments of principal and interest. The River Plaza Shopping Center Loan has a remaining term of 117 months and matures on September 11, 2014. The River Plaza Shopping Center Loan may be prepaid with the payment of a yield maintenance/prepayment premium on or after August 11, 2006 until defeasance is permitted and may be prepaid without penalty or premium on or after July 11, 2014. In addition, the River Plaza Shopping Center Loan permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is Kingsbridge Associates, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the River Plaza Shopping Center Loan. The sponsors of the borrower are: James Levin, Jerome Kessler, Aaron Malinsky, and Paul Travis. James P. Levin is the third generation of his family to be involved in Max Gruber Associates, a family-owned and operated real estate business that has been in business for over 55 years. Jerome Kessler has been a lawyer and developer in New York since 1968. In 1968 he was a founding partner in the firm Levy, Heller and Kessler. The firm was involved in the planning and land development of several sites in Staten Island. Aaron Malinsky, prior to his affiliation with Kingsbridge Associates, LLC, was vice chairman of the Great Atlantic and Pacific Tea Company. In 2000, he resigned to become a full time real estate entrepreneur. Paul Travis is Managing Partner of Washington Square Partners and has 20 years of development experience in both the private and public sectors. o THE PROPERTY. The mortgaged real property consists of approximately 102,577 square feet of an anchored retail center situated on approximately 4.1 acres. The mortgaged real property was constructed in 2004. The mortgaged real property is located in Bronx, New York, within the New York, New York metropolitan statistical area. As of August 10, 2004, the "as leased" occupancy rate for the mortgaged real property securing the River Plaza Shopping Center Loan was approximately 88.6%. The largest tenant is Marshalls ("Marshalls") occupying approximately 34,932 square feet, or approximately 34.1% of the net rentable area. Marshalls is a wholly-owned subsidiary of TJX Companies, Inc. Marshalls, one of the nation's largest off-price retailers, was acquired by TJX Companies, Inc. in 1995. Marshalls offers brand name apparel, giftware, home fashions/accessories and shoes for the entire family. As of November 5, 2004, Marshalls was rated "A3" by Moody's and "A" by S&P. The Marshalls lease expires in July 2014. The second largest tenant is Nathan Industries ("Nathan"), occupying approximately 10,000 square feet, or approximately 9.75% of the net rentable area. Nathan Industries, dba Kids World, is an eight-unit chain operating locations in New Jersey and New York. The Nathan lease expires on August 2014. The third largest tenant is Lazarus, occupying approximately 10,000 square feet, or approximately 9.75% of the net rentable area. Lazarus is a local retailer and operates a children's furniture, equipment, toys and related accessories retail store. The Lazarus lease expires in August 2014. A debt service reserve of $2,791,704, representing one year's debt service was taken at closing. As long as there is no event of default, one twelfth of the debt service reserve shall be applied each month for the first 12 months of the loan term to fund the taxes and insurance reserve, the replacement reserve and monthly debt service due on each payment date. o LOCK BOX ACCOUNT. Upon the occurrence of an event of default under the loan documents or if, after August 11, 2013, the debt service coverage ratio, as computed by the lender, is less than 1.20x (taking into account only rents under leases that have a term ending after July 2019 and that have a tenant under such leases in occupancy of the premises and paying rent), the borrower will no longer have the right to withdraw funds from the rental account where any and all tenant payments due under the applicable tenant leases are directly deposited and the lender will have the right to transfer all such funds on a daily basis into a lender designated lock box account. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- RIVER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- o MANAGEMENT. Target Corporation and KB Property Managers LLC are the property managers for the mortgaged real property securing the River Plaza Shopping Center Loan. Target Corporation is the operator under the Operation and Easement Agreement responsible for managing the common areas. KB Property Managers LLC, a related entity of Kingsbridge Associates, LLC, is responsible for asset management of the mortgaged real property, in accordance with the terms of the asset management agreement. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- NORDAHL MARKETPLACE - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- NORDAHL MARKETPLACE - -------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- NORDAHL MARKETPLACE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $41,745,504 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 4.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR John E. Young, Andrew Sun OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.592% MATURITY DATE June 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 Yes / Yes PERFORMANCE HOLDBACK $3,285,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $1,333 TI/LC $5,739 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $41,745,504 CUT-OFF DATE PRINCIPAL BALANCE/SF(1) $254 CUT-OFF DATE LTV RATIO 79.5% MATURITY DATE LTV RATIO 67.0% UW NCF DSCR 1.22x - -------------------------------------------------------------------------------- (1) Did not take into account square footage of space held by tenants under a ground lease. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION San Marcos, CA PROPERTY TYPE Retail, Anchored SIZE (SF)(1) 164,597 OCCUPANCY % AS OF MAY 1, 2004(2) 94.7% YEAR BUILT / YEAR RENOVATED 1980 / 2004 APPRAISED VALUE $52,500,000 PROPERTY MANAGEMENT Excel Management, Inc. UW ECONOMIC OCCUPANCY % 91.6% UW REVENUES $ 5,367,896 UW EXPENSES $ 1,755,155 UW NET OPERATING INCOME (NOI) $ 3,612,742 UW NET CASH FLOW (NCF) $ 3,518,681 - -------------------------------------------------------------------------------- (1) Does not reflect the square footage of space held by tenants under a ground lease. (2) Occupancy % is calculated using 315,321 square feet, which includes tenants that occupy space pursuant to ground leases. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- NORDAHL MARKETPLACE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY(1) - ------------------------------------------------------------------------------------------------------------------------------------ % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(2) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------------------------------------------------ Wal-Mart(3) AA/Aa2/AA 135,924 43.11% $ 5.65 $ 768,000 20.05% 6/09/28 Kohl's A/A3/A- 88,449 28.05% $ 15.09 $1,334,961 34.85% 1/31/25 Guitar Center NR/B1/BB- 15,000 4.76% $ 15.00 $ 225,000 5.87% 10/09/13 Oak-N-Brass NR/NR/NR 8,000 2.54% $ 12.87 $ 102,972 2.69% 6/30/09 Dalton's Roadhouse(3) NR/NR/NR 5,600 1.78% $ 16.33 $ 91,428 2.39% 9/02/13 ------- ------ ------- ---------- ----- Top 5 Tenants 252,973 80.23% $ 9.97 $2,522,361 65.85% Non-major tenants(4) 45,466 14.42% $ 28.77 $1,307,937 34.15% Vacant Space 16,882 5.35% ------- ------ COLLATERAL TOTAL 315,321 100.00% ======= ====== - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ LEASE ROLLOVER SCHEDULE(1) - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 2004 1 $ 35.58 1,700 0.54% 0.54% 1.58% 1.58% 2005 0 $ 0.00 0 0.00% 0.54% 0.00% 1.58% 2006 0 $ 0.00 0 0.00% 0.54% 0.00% 1.58% 2007 1 $ 33.60 1,000 0.32% 0.86% 0.88% 2.46% 2008 5 $ 29.44 7,754 2.46% 3.32% 5.96% 8.42% 2009 13 $ 25.27 28,510 9.04% 12.36% 18.81% 27.23% 2010 0 $ 0.00 0 0.00% 12.36% 0.00% 27.23% 2011 0 $ 0.00 0 0.00% 12.36% 0.00% 27.23% 2012 0 $ 0.00 0 0.00% 12.36% 0.00% 27.23% 2013 2 $ 15.36 20,600 6.53% 18.89% 8.26% 35.49% 2014 4 $ 27.90 10,502 3.33% 22.22% 7.65% 43.14% ------ ----- TOTALS 70,066 22.22% ====== ===== - ------------------------------------------------------------------------------------------------------------------------------------ (1) Calculated using 315,321 square feet, which includes tenants that occupy space pursuant to ground leases. (2) Credit ratings are those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. (3) Wal-Mart and Dalton's Roadhouse both occupy space pursuant to ground leases. (4) 9,200 square feet is held by tenants under a ground lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- NORDAHL MARKETPLACE - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Nordahl Marketplace Loan") is secured by a first mortgage encumbering an anchored retail center located in San Marcos, California. The Nordahl Marketplace Loan represents approximately 4.1% of the initial mortgage pool balance and 4.6% of the initial loan group no. 1 balance. The Nordahl Marketplace Loan was originated on May 13, 2004 and has a principal balance as of the cut-off date of $41,745,504. The Nordahl Marketplace Loan has a remaining term of 114 months and matures on June 11, 2014. The Nordahl Marketplace Loan may be prepaid on or after April 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is Nordahl Marketplace, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Nordahl Marketplace Loan. The sponsors of the borrower are: John E. Young and Andrew Sun. In 1983, Mr. Sun founded World Premier Investments, Inc., a full service real estate development and investment services company. Mr. Young has over 30 years of experience in the real estate industry including, various successful commercial and residential development and redevelopment projects. o THE PROPERTY. The mortgaged real property is an approximately 164,597 square foot anchored retail center situated on approximately 29.0 acres. The mortgaged real property was constructed in 1980 and redeveloped in 2004. The mortgaged real property is located in San Marcos, California, within the San Diego, California metropolitan statistical area. As of May 1, 2004, the occupancy rate for the mortgaged real property securing the Nordahl Marketplace Loan was approximately 94.7%. The largest tenant is Wal-Mart ("Wal-Mart"), which (pursuant to a ground lease) occupies approximately 135,924 square feet, or approximately 43.1% of the net rentable area. Wal-Mart is arguably the world's largest company and retailer, with approximately 4,800 stores, including approximately 1,475 discount stores, 1,750 combination discount and grocery stores, and 540 membership-only warehouse stores. As of November 5, 2004, Wal-Mart was rated "Aa2" by Moody's and "AA" by S&P. The Wal-Mart lease expires in June 2028. The second largest tenant is Kohl's ("Kohl's"), occupying approximately 88,449 square feet, or approximately 28.1% of the net rentable area. Kohl's operates nearly 500 discount department stores in 40 states. About half of its stores are in the Midwest, where Kohl's continues to grow while rapidly expanding into other markets. As of November 5, 2004, Kohl's was rated "A3" by Moody's and "A-" by S&P. The Kohl's lease expires in January 2025. The third largest tenant is Guitar Center ("Guitar Center"), occupying approximately 15,000 square feet, or approximately 4.8% of the net rentable area. Guitar Center Inc. is a musical instruments retailer that operates Guitar Center and American Music stores. It is one of the nation's top retailers of guitars, amplifiers, drums, keyboards, and professional audio equipment with over 100 stores. As of November 5, 2004, Guitar Center was rated "B1" by Moody's and "BB-" by S&P. The Guitar Center lease expires in October 2013. A holdback of $5,300,000 was taken at closing. This escrow is to be released in increments of not less than one third of the holdback once the property achieves a 1.20:1 debt service coverage on a 6.88% constant for a time period determined satisfactory by the lender. As of November 23, 2004, the balance of the holdback was $3,285,000. o MANAGEMENT. Excel Management, Inc. is the property manager for the mortgaged real property securing the Nordahl Marketplace Loan. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- PACIFIC POINTE CORPORATE CENTRE - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- PACIFIC POINTE CORPORATE CENTRE - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- PACIFIC POINTE CORPORATE CENTRE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $12,514,838 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Olen Properties Corp., a Florida corporation OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.075% MATURITY DATE June 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 114 / 354 LOCKBOX In-Place Hard; Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE Yes / Yes PERFORMANCE HOLDBACK $2,435,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $1,359 TI/LC (1) $9,923 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $12,514,838 CUT-OFF DATE PRINCIPAL BALANCE/SF $153 CUT-OFF DATE LTV RATIO(2)(4) 77.4% MATURITY DATE LTV RATIO(2)(4) 64.3% UW NCF DSCR(3)(4) 1.29x - -------------------------------------------------------------------------------- (1) Up to a maximum amount of $357,225. (2) Each of the Cut-off Date LTV Ratio and the Maturity Date LTV Ratio have been calculated based on the value of the related mortgaged real property on a stabilized basis that makes various assumptions regarding the financial performance of the related mortgaged property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the Cut-off Date LTV Ratio and the Maturity Date/ARD LTV Ratio are 80.7% and 67.0%, respectively. (3) The UW NCF DSCR was calculated based upon various assumptions regarding the financial performance of the mortgaged real property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the UW NCF DSCR is 1.26x. (4) Cut-off Date LTV Ratio, Maturity Date LTV Ratio and UW NCF DSCR are all calculated on a crossed basis - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION San Clemente, CA PROPERTY TYPE Office, Suburban SIZE (SF) 81,597 OCCUPANCY % AS OF JUNE 30, 2004 74.7% YEAR BUILT / YEAR RENOVATED 2002 / NAP APPRAISED VALUE $16,090,000 PROPERTY MANAGEMENT Realty Services Corp. UW ECONOMIC OCCUPANCY % 85.7% UW REVENUES $1,706,830 UW EXPENSES $520,156 UW NET OPERATING INCOME (NOI) $1,186,674 UW NET CASH FLOW (NCF) $1,069,934 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- PACIFIC POINTE CORPORATE CENTRE - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- Cameron Health, Inc. NR/NR/NR 15,178 18.60% $ 23.40 $ 355,165 24.48% 9/05/07 National Medical Registry NR/NR/NR 10,453 12.81% $ 23.40 $ 244,600 16.86% 5/17/09 Keenan & Associates NR/NR/NR 9,061 11.10% $ 23.64 $ 214,202 14.76% 12/25/07 R. Reuland, MD NR/NR/NR 4,140 5.07% $ 23.40 $ 96,876 6.68% 8/05/08 Ocean Physical Therapy, Inc. NR/NR/NR 3,866 4.74% $ 23.40 $ 90,464 6.23% 3/03/09 Non-major tenants 18,245 22.36% $ 24.65 $ 449,680 30.99% ------ ------ ------- ---------- ------ Occupied Total 60,943 74.69% $ 23.81 $1,450,987 100.00% Vacant Space 20,654 25.31% ------ ------ TOTAL 81,597 100.00% ====== ====== - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- 2004 1 $ 27.37 1,886 2.31% 2.31% 3.56% 3.56% 2005 0 $ 0.00 0 0.00% 2.31% 0.00% 3.56% 2006 4 $ 24.18 9,203 11.28% 13.59% 15.34% 18.89% 2007 3 $ 23.55 26,502 32.48% 46.07% 43.02% 61.91% 2008 1 $ 23.40 4,140 5.07% 51.14% 6.68% 68.59% 2009 2 $ 23.40 14,319 17.55% 68.69% 23.09% 91.68% 2010 1 $ 24.72 2,630 3.22% 71.91% 4.48% 96.16% 2011 1 $ 24.60 2,263 2.77% 74.69% 3.84% 100.00% 2012 0 $ 0.00 0 0.00% 74.69% 0.00% 100.00% 2013 0 $ 0.00 0 0.00% 74.69% 0.00% 100.00% 2014 0 $ 0.00 0 0.00% 74.69% 0.00% 100.00% ------ ----- TOTALS 60,943 74.69% ====== ===== - ----------------------------------------------------------------------------------------------------------------------------------- (1) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- PACIFIC POINTE CORPORATE CENTRE - -------------------------------------------------------------------------------- o THE LOANS. The subject mortgage loan (the "Pacific Pointe Corporate Centre Loan") is secured by a first mortgage encumbering one property consisting of two office buildings located in San Clemente, California. The Pacific Pointe Corporate Centre Loan represents approximately 1.2% of the initial mortgage pool balance and 1.4% of the initial loan group no. 1 balance. The Pacific Pointe Corporate Centre Loan was originated on May 27, 2004 and has a principal balance as of the cut-off date of $12,514,838. The Pacific Pointe Corporate Centre Loan is cross-collateralized and cross-defaulted with the Orchard Technology Park loan and the Spectrum Pointe Office loan (those three mortgage loans, collectively, the "California Office Portfolio Loans"). The Pacific Pointe Corporate Centre Loan has a remaining term of 114 months and matures on June 11, 2014. The Pacific Pointe Corporate Centre Loan may be prepaid on or after April 11, 2014 and the Pacific Pointe Corporate Centre Loan permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWERS. The borrower is Pacific Pointe, Inc., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Pacific Pointe Corporate Centre Loan. The sponsor of the borrower is Olen Properties Corp., a Florida corporation ("Olen Properties"). Olen Properties is owned by Igor Olenicoff. Mr. Olenicoff is the President and CEO of the Olen Companies, which is a privately held, full service real estate development and property management firm. Founded in 1973 and headquartered in Newport Beach, California, Olen Companies owns or manages over 100 commercial properties with 10,000 multi-family units and 4.5 million square feet of commercial space. o THE PROPERTIES. The mortgaged real property is an approximately 81,597 square foot office building situated on 4.4 acres. The mortgaged real property was constructed in 2002. The mortgaged real property is located in San Clemente, California, within the Orange County metropolitan statistical area. As of June 30, 2004, the occupancy rate for the mortgaged real property securing the Pacific Pointe Corporate Centre Loan was approximately 74.7%. The largest tenant is Cameron Health, Inc. ("Cameron Health"), occupying approximately 15,178 square feet, or approximately 18.6% of the net rentable area. Cameron Health is a medical device company, which creates implantable electronic devices. The Cameron Health lease expires in September 2007. The second largest tenant is National Medical Registry ("NMR"), occupying approximately 10,453 square feet or approximately 12.8% of the net rentable area. Over the past 23 years, NMR has grown to be one of the leaders in healthcare recruiting for the State of California. NMR acts as a bridge between healthcare professionals and various government and private facilities throughout California. NMR fills private placement positions in hospitals, surgical centers, and other healthcare facilities. The NMR lease expires in May 2009. The third largest tenant is Keenan & Associates ("Keenan"), occupying approximately 9,061 square feet, or approximately 11.1% of the net rentable area. Founded in 1972, Keenan is a full service insurance broker and consulting firm serving the western region of the United States. The Keenan lease expires in December 2007. o A holdback of $2,435,000 for the Pacific Pointe Corporate Centre Loan was taken at closing. This escrow will be released once the property and the properties securing the California Office Portfolio Loans achieve a net cash flow of $2,992,920, which equates to a 1.20:1.00 debt service coverage on a 7.0% constant, for a three month period. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are directly deposited into a property account. Upon the occurrence of an event of default, the property account will be subject to the exclusive control of the lender and all amounts deposited in the property account will be periodically transferred into a lender designated lock box account. o MANAGEMENT. Realty Services Corp. is the property manager for the mortgaged real properties securing the California Office Portfolio Loans. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- ORCHARD TECHNOLOGY PARK - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- ORCHARD TECHNOLOGY PARK - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- ORCHARD TECHNOLOGY PARK - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $12,246,663 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Olen Properties Corp., a Florida corporation OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.075% MATURITY DATE June 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 114 / 354 LOCKBOX In-Place Hard; Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE Yes / Yes PERFORMANCE HOLDBACK $1,190,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $1,699 TI/LC(1) $8,663 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $12,246,663 CUT-OFF DATE PRINCIPAL BALANCE/SF $120 CUT-OFF DATE LTV RATIO(2)(4) 77.4% MATURITY DATE LTV RATIO(2)(4) 64.3% UW NCF DSCR(3)(4) 1.29x - -------------------------------------------------------------------------------- (1) Up to a maximum amount of $311,880. (2) Each of the Cut-off Date LTV Ratio and the Maturity Date LTV Ratio have been calculated based on the value of the related mortgaged real property on a stabilized basis that makes various assumptions regarding the financial performance of the related mortgaged property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the Cut-off Date LTV Ratio and the Maturity Date/ARD LTV Ratio are 80.7% and 67.0%, respectively. (3) The UW NCF DSCR was calculated based upon various assumptions regarding the financial performance of the mortgaged real property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the UW NCF DSCR is 1.26x. (4) Cut-off Date LTV Ratio, Maturity Date LTV Ratio and UW NCF DSCR are all calculated on a crossed basis - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Lake Forest, CA PROPERTY TYPE Office, Flex SIZE (SF) 101,922 OCCUPANCY % AS OF JUNE 30, 2004 85.0% YEAR BUILT / YEAR RENOVATED 2002 / NAP APPRAISED VALUE $14,750,000 PROPERTY MANAGEMENT Realty Services Corp. UW ECONOMIC OCCUPANCY % 88.8% UW REVENUES $1,705,194 UW EXPENSES $ 449,627 UW NET OPERATING INCOME (NOI) $1,255,567 UW NET CASH FLOW (NCF) $1,122,659 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- ORCHARD TECHNOLOGY PARK - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Hall of Fame Design/Remodeling NR/NR/NR 4,989 4.89% $ 11.20 $ 55,879 4.25% 4/22/06 Autoxccesory.com, Inc NR/NR/NR 4,391 4.31% $ 12.60 $ 55,327 4.21% 1/30/06 Plebys International, LLC NR/NR/NR 4,365 4.28% $ 14.40 $ 62,856 4.78% 7/07/06 PFC Enterprises, Inc. NR/NR/NR 3,311 3.25% $ 21.84 $ 72,312 5.50% 3/30/08 JIPC Management, Inc. NR/NR/NR 3,212 3.15% $ 22.20 $ 71,306 5.43% 2/14/09 Non-major tenants 66,368 65.12% $ 15.01 $ 996,182 75.82% ------ ------ ------- ---------- ----- Occupied Total 86,636 85.00% $ 15.17 $1,313,863 Vacant Space 15,286 15.00% ------ ------ TOTAL 101,922 100.00% ======= ====== - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ---------------------------------------------------------------------------------------------------------------------------- 2004 2 $ 13.20 2,190 2.15% 2.15% 2.20% 2.20% 2005 12 $ 15.00 21,493 21.09% 23.24% 24.54% 26.74% 2006 12 $ 14.55 33,035 32.41% 55.65% 36.58% 63.32% 2007 6 $ 14.85 10,263 10.07% 65.72% 11.60% 74.92% 2008 4 $ 17.80 7,833 7.69% 73.40% 10.61% 85.53% 2009 4 $ 17.57 8,980 8.81% 82.21% 12.01% 97.53% 2010 1 $ 11.40 2,842 2.79% 85.00% 2.47% 100.00% 2011 0 $ 0.00 0 0.00% 85.00% 0.00% 100.00% 2012 0 $ 0.00 0 0.00% 85.00% 0.00% 100.00% 2013 0 $ 0.00 0 0.00% 85.00% 0.00% 100.00% 2014 0 $ 0.00 0 0.00% 85.00% 0.00% 100.00% ------ ----- TOTALS 86,636 85.00% ====== ===== - ---------------------------------------------------------------------------------------------------------------------------- (1) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- ORCHARD TECHNOLOGY PARK - -------------------------------------------------------------------------------- o THE LOANS. The subject mortgage loan (the "Orchard Technology Park Loan") is secured by a first mortgage encumbering one property consisting of five office buildings located in Lake Forest, California. The Orchard Techology Park Loan represents approximately 1.2% of the initial mortgage pool balance and 1.4% of the initial loan group no. 1 balance. The Orchard Technology Park Loan was originated on May 27, 2004 and has a principal balance as of the cut-off date of $12,246,663. The Orchard Technology Park Loan is cross-collateralized and cross-defaulted with the Pacific Pointe Corporate Centre loan and the Spectrum Pointe Office loan (those three mortgage loans, collectively, the "California Office Portfolio Loans"). The Orchard Technology Park Loan has a remaining term of 114 months and matures on June 11, 2014. The Orchard Technology Park Loan may be prepaid on or after April 11, 2014 and the Orchard Technology Park Loan permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWERS. The borrower is Orchard Technology Center Corp., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Orchard Technology Park Loan. The sponsor of the borrower is Olen Properties Corp., a Florida corporation ("Olen Properties"). Olen Properties is owned by Igor Olenicoff. Mr. Olenicoff is the President and CEO of the Olen Companies, which is a privately held, full service real estate development and property management firm. Founded in 1973 and headquartered in Newport Beach, California, Olen Companies owns or manages over 100 commercial properties with 10,000 multi-family units and 4.5 million square feet of commercial space. o THE PROPERTIES. The mortgaged real property is an approximately 101,922 square foot of flex office and warehouse showroom space situated on 7.6 acres. The mortgaged real property was constructed in 2002. The mortgaged real property is located in Lake Forest, California, within the Orange County metropolitan statistical area. As of June 30, 2004, the occupancy rate for the mortgaged real property securing the Orchard Technology Park Loan was approximately 85.0%. The largest tenant is Hall of Fame Design/Remodeling ("Hall of Fame"), occupying approximately 4,989 square feet, or approximately 4.9% of the net rentable area. Hall of Fame is a private company within the home design and remodeling industry. The Hall of Fame lease expires in April 2006. The second largest tenant is Autoxccesory.com, Inc. ("Autoxccesory.com"), occupying approximately 4,391 square feet, or approximately 4.3% of the net rentable area. Autoxccessory.com is an e-commerce provider of accessories and parts for sport utility vehicles, trucks, and cars. Since launching its beta site in 2000, the company has developed three independent e-commerce sites; www.suvxccessory.com, www.truckxccessory.com, and www.carxccessory.com that are exclusive to the type of vehicle. Products include exterior and interior accessories, performance parts, and universal accessories. The Autoxccesory.com lease expires in January 2006. The third largest tenant is Plebys International, LLC ("Plebys"), occupying approximately 4,365 square feet, or approximately 4.28% of the net rentable area. Plebys is a venture development and management company that seeks to build sustainable, technology-based enterprises to address the critical needs of underserved markets globally. This office is used as general office/warehouse for the manufacturing and sales of water treatment systems. The Plebys lease expires in July 2006. o A holdback of $1,190,000 for the Orchard Technology Park Loan was taken at closing. This escrow will be released once the property and the properties securing the California Office Portfolio Loans achieve a net cash flow of $2,992,920, which equates to a 1.20:1.00 debt service coverage on a 7.0% constant, for a three month period. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are directly deposited into a property account. Upon the occurence of an event of default, the property account will be subject to the exclusive control of the lender and all amounts deposited in the property account will be periodically transferred into a lender designated lock box account. o MANAGEMENT. Realty Services Corp. is the property manager for the mortgaged real properties securing the California Office Portfolio Loans. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- SPECTRUM POINTE OFFICE - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- SPECTRUM POINTE OFFICE - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- SPECTRUM POINTE OFFICE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $10,627,680 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Olen Properties Corp., a Florida corporation OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.075% MATURITY DATE June 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 114 / 354 LOCKBOX In-Place Hard; Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE Yes / Yes PERFORMANCE HOLDBACK $1,580,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $1,250 TI/LC(1) $9,063 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $10,627,680 CUT-OFF DATE PRINCIPAL BALANCE/SF $148 CUT-OFF DATE LTV RATIO(2)(4) 77.4% MATURITY DATE LTV RATIO(2)(4) 64.3% UW NCF DSCR(3)(4) 1.29x - -------------------------------------------------------------------------------- (1) Up to a maximum amount of $326,250. (2) Each of the Cut-off Date LTV Ratio and the Maturity Date LTV Ratio have been calculated based on the value of the related mortgaged real property on a stabilized basis that makes various assumptions regarding the financial performance of the related mortgaged property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the Cut-off Date LTV Ratio and the Maturity Date/ARD LTV Ratio are 80.7% and 67.0%, respectively. (3) The UW NCF DSCR was calculated based upon various assumptions regarding the financial performance of the mortgaged real property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the UW NCF DSCR is 1.26x. (4) Cut-off Date LTV Ratio, Maturity Date LTV Ratio and UW NCF DSCR are all calculated on a crossed basis - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Lake Forest, CA PROPERTY TYPE Office, Suburban SIZE (SF) 71,987 OCCUPANCY % AS OF JUNE 30, 2004 67.3% YEAR BUILT / YEAR RENOVATED 2002 / NAP APPRAISED VALUE $13,000,000 PROPERTY MANAGEMENT Realty Services Corp. UW ECONOMIC OCCUPANCY % 78.0% UW REVENUES $1,240,942 UW EXPENSES $420,392 UW NET OPERATING INCOME (NOI) $820,549 UW NET CASH FLOW (NCF) $729,172 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- SPECTRUM POINTE OFFICE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Archstone-Smith Operating TRST NR/NR/NR 14,777 20.53% $ 19.68 $ 290,811 27.95% 11/24/08 Infosys Technologies Limited NR/NR/NR 7,586 10.54% $ 21.00 $ 159,306 15.31% 9/17/08 Subzero Constructors, Inc. NR/NR/NR 5,803 8.06% $ 21.60 $ 125,345 12.05% 11/30/07 Manufacturers Agents National NR/NR/NR 5,131 7.13% $ 21.96 $ 112,677 10.83% 7/01/08 Full Spectrum Lending, Inc. NR/NR/NR 3,984 5.53% $ 23.04 $ 91,791 8.82% 1/05/09 Non-major tenants 11,146 15.48% $ 23.36 $ 260,386 25.03% ------ ------ ------- ---------- ----- Occupied Total 48,427 67.27% $ 21.48 $1,040,316 Vacant Space 23,560 32.73% ------ ------ TOTAL 71,987 100.00% ====== ====== - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 2004 1 $ 22.80 2,448 3.40% 3.40% 5.37% 5.37% 2005 2 $ 23.06 5,022 6.98% 10.38% 11.13% 16.50% 2006 0 $ 0.00 0 0.00% 10.38% 0.00% 16.50% 2007 3 $ 22.59 9,479 13.17% 23.54% 20.58% 37.08% 2008 3 $ 20.47 27,494 38.19% 61.74% 54.10% 91.18% 2009 1 $ 23.04 3,984 5.53% 67.27% 8.82% 100.00% 2010 0 $ 0.00 0 0.00% 67.27% 0.00% 100.00% 2011 0 $ 0.00 0 0.00% 67.27% 0.00% 100.00% 2012 0 $ 0.00 0 0.00% 67.27% 0.00% 100.00% 2013 0 $ 0.00 0 0.00% 67.27% 0.00% 100.00% 2014 0 $ 0.00 0 0.00% 67.27% 0.00% 100.00% ------ ----- TOTALS 48,427 67.27% ====== ===== - ------------------------------------------------------------------------------------------------------------------------------------ (1) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- CALIFORNIA OFFICE PORTFOLIO -- SPECTRUM POINTE OFFICE - -------------------------------------------------------------------------------- o THE LOANS. The subject mortgage loan (the "Spectrum Pointe Office Loan") is secured by a first mortgage encumbering one office property located in Lake Forest, California. The Spectrum Pointe Office Loan represents approximately 1.0% of the initial mortgage pool balance and 1.2% of the initial loan group no. 1 balance. The Spectrum Pointe Office Loan was originated on May 27, 2004 and has a principal balance as of the cut-off date of $10,627,680. The Spectrum Pointe Office Loan is cross-collateralized and cross-defaulted with the Pacific Pointe Corporate Centre loan and the Orchard Technology Park loan (those three mortgage loans, collectively, the "California Office Portfolio Loans"). The Spectrum Pointe Office Loan has a remaining term of 114 months and matures on June 11, 2014. The Spectrum Pointe Office Loan may be prepaid on or after April 11, 2014 and the Spectrum Pointe Office Loan permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWERS. The borrower is SP III Office Corp., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Spectrum Pointe Office Loan. The sponsor of the borrower is Olen Properties Corp., a Florida corporation ("Olen Properties"). Olen Properties is owned by Igor Olenicoff. Mr. Olenicoff is the President and CEO of the Olen Companies, which is a privately held, full service real estate development and property management firm. Founded in 1973 and headquartered in Newport Beach, California, Olen Companies owns or manages over 100 commercial properties with 10,000 multi-family units and 4.5 million square feet of commercial space. o THE PROPERTIES. The mortgaged real property is an approximately 71,987 square foot office building situated on approximately 4.3 acres. The mortgaged real property was constructed in 2002. The mortgaged real property is located in Lake Forest, California, within the Orange County metropolitan statistical area. As of June 30, 2004, the occupancy rate for the mortgaged real property securing the Spectrum Pointe Office Loan was approximately 67.3%. The largest tenant is Archstone-Smith Operating TRST ("Archstone-Smith"), occupying approximately 14,777 square feet, or approximately 20.5% of the net rentable area. Archstone-Smith is a recognized leader in apartment investment and operations. Archstone-Smith owns and operates a portfolio of high-rise and garden apartment communities concentrated in the greater Washington, D.C. metropolitan area, Southern California, the San Francisco Bay area, Chicago, Boston, Southeast Florida, Seattle and the greater New York City metropolitan area. As of November 23, 2004, Archstone-Smith was rated "BBB+" by S&P. Moody's does note rate this company. The Archstone-Smith lease expires in November 2008. The second largest tenant is Infosys Technologies Limited ("Infosys"), occupying approximately 7,586 square feet, or approximately 10.5% of the net rentable area. Infosys (NASDAQ: INFY) provides information technology consulting and software services, including e-business, program management and supply chain solutions, to clients on a global basis. The company is headquartered in Bangalore, India, with U.S. headquarters in Fremont, CA, and has over 25,000 employees worldwide. The Infosys lease expires in September 2008. The third largest tenant is Subzero Constructors, Inc. ("Subzero"), occupying approximately 5,803 square feet, or approximately 8.1% of the net rentable area. Subzero provides specialty contracting services for the refrigerated storage industry. They design and build industrial refrigeration systems, furnish and install all types of insulated metal panels, cold storage doors, fast-acting industrial doors, and under-floor insulation/warming systems. Their customers include K-Mart, Kroger Company, Ralph's Grocery Company, Safeway, Inc., and Del Monte Fresh Produce. The Subzero lease expires in November 2007 o A holdback of $1,580,000 for the Spectrum Pointe Office Loan was taken at closing. This escrow will be released once the property and the properties securing the California Office Portfolio Loans achieve a net cash flow of $2,992,920, which equates to a 1.20:1.00 debt service coverage on a 7.0% constant, for a three month period. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are directly deposited into a property account. Upon the occurrence of an event of default, the property account will be subject to the exclusive control of the lender and all amounts deposited in the property account will be periodically transferred into a lender designated lock box account. o MANAGEMENT. Realty Services Corp. is the property manager for the mortgaged real properties securing the California Office Portfolio Loans. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- 400 SW 6TH AVENUE - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- 400 SW 6TH AVENUE - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- 400 SW 6TH AVENUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $25,479,293 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR William D. Felton OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.816% MATURITY DATE July 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 115 / 355 LOCKBOX Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes PERFORMANCE HOLDBACK $300,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $2,605 TI/LC (1) ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $25,479,293 CUT-OFF DATE PRINCIPAL BALANCE/SF $122 CUT-OFF DATE LTV RATIO 77.2% MATURITY DATE LTV RATIO 65.4% UW NCF DSCR 1.33x - -------------------------------------------------------------------------------- (1) Borrower is required to deposit monthly beginning on the August 11, 2008 payment $4,167, up to a maximum amount of $1,000,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Portland, OR PROPERTY TYPE Office, CBD SIZE (SF) 208,374 OCCUPANCY % AS OF JUNE 1, 2004 85.8% YEAR BUILT / YEAR RENOVATED 1958 / 2003 APPRAISED VALUE $33,000,000 PROPERTY MANAGEMENT Felton Management Corp. UW ECONOMIC OCCUPANCY % 88.1% UW REVENUES $4,058,876 UW EXPENSES $1,345,943 UW NET OPERATING INCOME (NOI) $2,712,933 UW NET CASH FLOW (NCF) $2,402,169 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- 400 SW 6TH AVENUE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Harland Financial Solutions, Inc. NR/NR/NR 79,089 37.96% $ 20.25 $1,601,552 41.30% 2/29/12 GSA/HUD AAA/Aaa/AAA 20,415 9.80% $ 24.00 $ 489,960 12.64% 9/30/05 Electric Lightwave, Inc. NR/NR/NR 19,276 9.25% $ 26.23 $ 505,522 13.04% 11/30/10 Parsons/Brinckerhoff NR/NR/NR 17,659 8.47% $ 22.68 $ 400,430 10.33% 8/31/05 Certegy E-Banking NR/NR/NR 15,275 7.33% $ 24.75 $ 378,056 9.75% 6/30/06 Non-major tenants 27,085 13.00% $ 18.54 $ 502,129 12.95% ------ ------ ------- ---------- ------ Occupied Total 178,799 85.81% $ 21.69 $3,877,649 100.00% Vacant Space 29,575 14.19% ------- ------ TOTAL 208,374 100.00% ======= ====== - ------------------------------------------------------------------------------------------------------------------------------------ - ---------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------- 2004 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2005 4 $ 21.96 47,354 22.73% 22.73% 26.82% 26.82% 2006 2 $ 24.49 15,832 7.60% 30.32% 10.00% 36.81% 2007 1 $ 22.00 6,442 3.09% 33.41% 3.65% 40.47% 2008 4 $ 18.89 7,624 3.66% 37.07% 3.71% 44.18% 2009 0 $ 0.00 0 0.00% 37.07% 0.00% 44.18% 2010 2 $ 25.06 22,458 10.78% 47.85% 14.51% 58.70% 2011 0 $ 0.00 0 0.00% 47.85% 0.00% 58.70% 2012 1 $ 20.25 79,089 37.96% 85.81% 41.30% 100.00% 2013 0 $ 0.00 0 0.00% 85.81% 0.00% 100.00% 2014 0 $ 0.00 0 0.00% 85.81% 0.00% 100.00% ------ ----- TOTALS 178,799 85.81% ======= ===== - ---------------------------------------------------------------------------------------------------------------------- (1) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- 400 SW 6TH AVENUE - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "400 SW 6th Avenue Loan") is secured by a first deed of trust encumbering an office building located in Portland, Oregon. The 400 SW 6th Avenue Loan represents approximately 2.5% of the initial mortgage pool balance and 2.8% of the initial loan group no. 1 balance. The 400 SW 6th Avenue Loan was originated on July 8, 2004 and has a principal balance as of the cut-off date of $25,479,293. The 400 SW 6th Avenue Loan has a remaining term of 115 months and matures on July 11, 2014. The 400 SW 6th Avenue Loan may be prepaid on or after May 11, 2014 and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is 400 6th Avenue LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 400 6th Avenue LLC Loan. The sponsor is William D. Felton. Mr. Felton has over 40 years experience in the real estate industry. Felton Properties, Inc. was formed in 1997 and is wholly owned by William D. Felton and Matthew Felton. Felton Properties, Inc. is involved in the acquisition, leasing, development and management of commercial real estate assets in the Pacific Northwest area. Currently, their portfolio is comprised of approximately 17 commercial properties totaling over 2 million square feet situated in the Portland and Seattle markets. o THE PROPERTY. The mortgaged real property is an approximately 208,374 square foot office building situated on approximately 20,000 square feet. The mortgaged real property was constructed in 1958 and renovated in 2003. The mortgaged real property is located in Portland, Oregon, within the Portland, Oregon metropolitan statistical area. As of June 1, 2004, the occupancy rate for the mortgaged real property securing the 400 SW 6th Avenue Loan was approximately 85.8%. The largest tenant is Harland Financial Solutions, Inc. ("Harland"), occupying approximately 79,089 square feet, or approximately 38.0% of the net rentable area. Harland is a wholly owned subsidiary of John H. Harland Company (NYSE: JH), which is a provider of printed products and software sold to financial institutions, including banks, credit unions, brokerage houses, and financial software companies. The Harland lease expires in February 2012. The second largest tenant is GSA/HUD ("HUD"), occupying approximately 20,415 square feet, or approximately 9.8% of the net rentable area. Created in 1965, HUD, or the U. S. Department of Housing and Urban Development, oversees the Federal Housing Administration, the largest mortgage insurer in the world, as well as regulating the housing industry business. HUD's mission is to increase homeownership, support community development and increase access to affordable housing free from discrimination. The HUD lease expires in September 2005. As of November 8, 2004, HUD was rated "Aaa" by Moody's and "AAA" by S&P. The third largest tenant is Electric Lightwave, Inc. ("Electric"), occupying approximately 19,276 square feet, or approximately 9.3% of the net rentable area. Electric is a wholly owned subsidiary of Citizens Communications Company (NYSE: CZN), a telecommunications company providing wireline communications services to rural areas and small and medium-sized towns and cities as an incumbent local exchange carrier. The Electric lease expires in November 2010. As of November 8, 2004, Electric was rated "Ba3" by Moody's and "BB+" by S&P. o LOCK BOX ACCOUNT. During the term of the 400 SW 6th Avenue Loan, upon the earlier to occur of (i) the Harland lease term expiration date, or February 28, 2011, if the Harland lease is not renewed or (ii) an event of default under the loan documents, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases are required to be directly deposited into a mortgagee designated lock box account, which ceases when the funds in the account exceed $1,000,000. o MANAGEMENT. Felton Management Corp., an Oregon corporation, is the property manager for the mortgaged real property securing the 400 SW 6th Avenue Loan. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILKES-BARRE COMMONS - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- WILKES-BARRE COMMONS - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILKES-BARRE COMMONS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $23,133,438 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Richard Birdoff, Jay Furman OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.9525% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION 117 / 357 TERM LOCKBOX Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $2,556 TI/LC(1) $5,000 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $23,133,438 CUT-OFF DATE PRINCIPAL BALANCE/SF(2) $138 CUT-OFF DATE LTV RATIO 79.8% MATURITY DATE LTV RATIO 67.7% UW NCF DSCR 1.24x - -------------------------------------------------------------------------------- (1) Up to a maximum amount of $300,000. (2) Did not take into account square footage of space held by tenants under a ground lease. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Wilkes-Barre, PA PROPERTY TYPE Retail, Anchored SIZE (SF)(1) 167,050 OCCUPANCY % AS OF AUGUST 14, 2004(2) 93.4% YEAR BUILT / YEAR RENOVATED 2003 / NAP APPRAISED VALUE $29,000,000 PROPERTY MANAGEMENT RD Management Corporation UW ECONOMIC OCCUPANCY % 91.7% UW REVENUES $3,209,130 UW EXPENSES $1,048,547 UW NET OPERATING INCOME (NOI) $2,160,583 UW NET CASH FLOW (NCF) $2,055,594 - -------------------------------------------------------------------------------- (1) Does not reflect the square footage of space held by tenants under a ground lease. (2) Occupancy % is calculated using 204,443 square feet, which includes tenants that occupy space pursuant to ground leases. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILKES-BARRE COMMONS - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY(1) - ------------------------------------------------------------------------------------------------------------------------------------ % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(2) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------------------------------------------------ Anchor Tenants-Anchor Owned Target 124,911 SHADOW ANCHOR - NOT PART OF COLLATERAL 11/5/52 ------- Total Anchor Owned 124,911 Circuit City NR/NR/NR 34,209 16.73% $15.00 $ 513,135 21.75% 1/31/20 Toys "R" Us Penn Inc.(3) BB/Ba2/BB 30,597 14.97% $ 6.01 $ 183,744 7.79% 1/31/14 Ross Stores of PA NR/NR/BBB 30,000 14.67% $11.50 $ 345,000 14.62% 1/31/15 MarMaxx - Marshalls NR/A3/A 29,784 14.57% $10.00 $ 297,840 12.62% 9/30/13 Petco NR/NR/BB 15,768 7.71% $15.73 $ 248,060 10.51% 1/31/14 ------- -------- ------ ---------- ----- Top 5 Tenants 140,358 68.65% $11.31 $1,587,779 67.30% Non-major tenants(4) 50,642 24.77% $15.24 $ 771,576 32.70% Vacant Space 13,443 6.58% ------- -------- COLLATERAL TOTAL 204,443 100.00% ======= ======== - ------------------------------------------------------------------------------------------------------------------------------------ - --------------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------- 2004 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2005 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2006 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2007 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2008 2 $ 15.00 12,050 5.89% 5.89% 7.66% 7.66% 2009 3 $ 16.36 10,750 5.26% 11.15% 7.46% 15.12% 2010 0 $ 0.00 0 0.00% 11.15% 0.00% 15.12% 2011 0 $ 0.00 0 0.00% 11.15% 0.00% 15.12% 2012 0 $ 0.00 0 0.00% 11.15% 0.00% 15.12% 2013 1 $ 10.00 29,784 14.57% 25.72% 12.62% 27.74% 2014 4 $ 11.23 67,411 32.97% 58.69% 32.07% 59.81% ------ ----- TOTALS 119,995 58.69% ======= ===== - --------------------------------------------------------------------------------------------------------------------------------- (1) Calculated using 204,443 square feet, which includes tenants that occupy space pursuant to ground leases. (2) Credit ratings may be those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. (3) Toys "R" Us Penn Inc. occupies space pursuant to a ground lease. (4) 6,796 square feet is held by tenants under a ground lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILKES-BARRE COMMONS - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Wilkes-Barre Township Commons Loan") is secured by a first mortgage encumbering an anchored retail center located in Wilkes-Barre, Pennsylvania, which is also shadow anchored by Target. The Wilkes-Barre Township Commons Loan represents approximately 2.2% of the initial mortgage pool balance and 2.6% of the initial loan group no. 1 balance. The Wilkes-Barre Township Commons Loan was originated on August 20, 2004 and has a principal balance as of the cut-off date of $23,133,428. The Wilkes-Barre Township Commons Loan has a remaining term of 117 months and matures on September 11, 2014. The Wilkes-Barre Township Commons Loan may be prepaid on or after August 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is FBY Wilkes-Barre L.P., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Wilkes-Barre Township Commons Loan. The sponsors of the borrower are: Richard Birdoff and Jay Furman. Mr. Furman has over 30 years experience in the commercial real estate industry and has significant interests in more than one hundred shopping centers. Mr. Furman is a general partner and controlling member of over 85 partnerships, corporations and limited liability companies. Mr. Furman's partner, Richard Birdoff combines an active legal practice with more than 15 years of experience in the operation and development of real estate. Mr. Birdoff holds interests in more than 50 shopping centers. o THE PROPERTY. The mortgaged real property is an approximately 167,050 square foot anchored retail center situated on approximately 23.8 acres. The mortgaged real property is shadow anchored by Target. The mortgaged real property was constructed in 2003. The mortgaged real property is located in Wilkes-Barre, Pennsylvania, within the Scranton/Wilkes-Barre/ Hazelton, PA metropolitan statistical area. As of August 14, 2004, the occupancy rate for the mortgaged real property securing the Wilkes-Barre Township Commons Loan was approximately 93.4%. The largest tenant is Circuit City Stores, Inc. ("Circuit City"), occupying approximately 34,209 square feet, or approximately 16.7% of the net rentable area. Circuit City is a national retailer of brand-name consumer electronics, personal computers and entertainment software. With over 600 superstores throughout the U.S., the company is one of the top U.S. electronics retailers. The Circuit City lease expires in January 2020. The second largest tenant is Toys "R" Us Penn Inc. d/b/a Babies-R-Us ("Toys R Us"), which occupies (pursuant to a ground lease) approximately 30,597 square feet, or approximately 15.0% of the net rentable area. Toys R Us operates a Babies R Us store at the mortgaged real property. Toys R Us is a retailer of toys, children's apparel and baby products. The company currently operates approximately 1,599 retail stores worldwide, which includes over 160 Babies R Us stores. As of November 8, 2004, Toys R Us was rated "Ba2" by Moody's and "BB" by S&P. The Toys R Us lease expires in January 2014. The third largest tenant is Ross Stores of Pennsylvania Inc. ("Ross"), occupying approximately 30,000 square feet, or approximately 14.7% of the net rentable area. Ross operates a chain of over 450 off-price retail apparel and home accessories stores that target middle-income households. As of November 8, 2004, Ross was rated "BBB" by S&P. Moody's does not rate Ross. The Ross lease expires in January 2015. o LOCK BOX ACCOUNT. During the term of the Wilkes-Barre Township Commons Loan, (i) upon the occurrence of an event of default under the loan documents or (ii) on September 12, 2013, approximately one year prior to loan maturity (in order to trap $10.00 psf on all leases expiring in 2013 or 2014 that have not exercised options to renew), the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited into a lender designated lock box account, which ceases when the funds in the account exceed the remaining unrenewed lease square footage at $10.00 psf. o MANAGEMENT. RD Management, LLC is the property manager for the mortgaged real property securing the Wilkes-Barre Township Commons Loan. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- BAY HARBOR APARTMENTS - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - ------------------------------------------------------------------------------- BAY HARBOR APARTMENTS - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- BAY HARBOR APARTMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $23,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Russell Geyser, Patrick Beach OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.500% MATURITY DATE September 11, 2009 AMORTIZATION TYPE Interest Only ORIGINAL TERM / AMORTIZATION 60 / Interest Only REMAINING TERM / AMORTIZATION 57 / Interest Only LOCKBOX In-Place Soft; Springing Hard UP-FRONT RESERVES TAX/INSURANCE Yes / Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $5,063 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $23,000,000 CUT-OFF DATE PRINCIPAL BALANCE/UNIT $67,847 CUT-OFF DATE LTV RATIO 59.9% MATURITY DATE LTV RATIO 59.9% UW NCF DSCR 1.72 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Fort Myers, FL PROPERTY TYPE Multifamily, Conventional SIZE (UNITS) 339 OCCUPANCY AS OF SEPTEMBER 10, 2004 95.6% YEAR BUILT / YEAR RENOVATED 2003 / NAP APPRAISED VALUE $38,400,000 PROPERTY MANAGEMENT Epoch Management, Inc. UW ECONOMIC OCCUPANCY % 84.0% UW REVENUES $3,833,433 UW EXPENSES $1,535,468 UW NET OPERATING INCOME (NOI) $2,297,965 UW NET CASH FLOW (NCF) $2,212,215 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- BAY HARBOR APARTMENTS - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------ BAY HARBOR APARTMENTS - ------------------------------------------------------------------------------------------------------------ APPROXIMATE NUMBER OF APPROXIMATE NET RENTABLE % OF NET AVERAGE IN UNIT TYPE UNITS UNIT SIZE (SF) AREA (SF) RENTABLE AREA PLACE RENT - ------------------------------------------------------------------------------------------------------------ 1-BR / 1-BA (1st Floor) 10 530 5,300 1.4% $ 701 1-BR / 1-BA (2nd Floor) 29 530 15,370 4.0% $ 716 1-BR / 1-BA 55 844 46,420 12.2% $ 863 1-BR / 1-BA 18 1,214 21,852 5.8% $1,003 2-BR / 2-BA 76 1,105 83,980 22.1% $1,008 2-BR / 2-BA 35 1,131 39,585 10.4% $1,035 2-BR / 2-BA 58 1,475 85,550 22.5% $1,228 3-BR / 2-BA 19 1,291 24,529 6.5% $1,217 3-BR / 2-BA 20 1,317 26,340 6.9% $1,272 3-BR / 2-BA 19 1,624 30,856 8.1% $1,402 -- ----- ------ ----- ------ TOTAL/WEIGHTED AVERAGE 339 1,120 379,782 100.0% $1,038 === ===== ======= ===== ====== - ------------------------------------------------------------------------------------------------------------ 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- BAY HARBOR APARTMENTS - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Bay Harbor Apartments Loan") is secured by a first mortgage encumbering a 339-unit multifamily complex located in Fort Myers, Florida. The Bay Harbor Apartments Loan represents approximately 2.2% of the initial mortgage pool balance and 2.6% of the initial loan group no. 1 balance. The Bay Harbor Apartments Loan was originated on August 27, 2004 and has a principal balance as of the cut-off date of $23,000,000. The Bay Harbor Apartments Loan provides for interest-only payments for the entire loan term. The Bay Harbor Apartments Loan has a remaining term of 57 months and matures on September 11, 2009. The Bay Harbor Apartments Loan may be prepaid on or after July 11, 2009, and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is Gibraltar Bay Harbor S, LLC, a special purpose entity (together with 33 additional tenant-in-common borrowers, each of which is also a special purpose entity). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Bay Harbor Apartments Loan. The sponsors are Patrick Beach and Russell Geyser. Mr. Beach is the founder, Chairman and CEO of Captec Financial Group ("Captec"). During the last 22 years, Captec has originated over $2 billion in real estate investments and real estate financing transactions. With over 19 years of real estate experience, Mr. Geyser began his real estate career with the J.H. Snyder Company. In 1995, he teamed up with Excel Realty Trust, a New York Stock Exchange real estate investment trust to develop several retail projects around the country. o THE PROPERTY. The mortgaged real property is a 339-unit garden-style apartment complex consisting of 39 two-story buildings situated on approximately 37.6 acres. The mortgaged real property was constructed in 2003 and is located in Fort Myers, Florida, within the Fort Myers, Florida metropolitan statistical area. As of September 10, 2004, the occupancy rate for the mortgaged real property securing the Bay Harbor Apartments Loan was approximately 95.6%. The mortgaged real property includes such amenities as an electronically controlled access gate with individual unit video monitors, a large outdoor pool, a jacuzzi, lighted tennis courts, a video monitored children's playground, jogging trail, fitness center, library, screened grill room, and a fully equipped business center including high speed internet access, computers, fax machines and a copy machine. Parking is available throughout the property for 700 cars including 86 attached garages. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited by borrower or its agent into a designated lock box account. At any time during the term of the Bay Harbor Apartments Loan, if an event of default occurs under the loan documents, the borrower is required to notify the tenants that any and all tenant payments due under the applicable tenant leases are to be directly deposited by the tenants into the designated lock box account. o PROPERTY MANAGEMENT. Epoch Management, Inc. is the property manager for the mortgaged real property securing the Bay Harbor Apartments Loan. Epoch Management was founded in 1973. Epoch has managed over 70,000 multifamily units in more than 100 cities in 16 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILLIAMSBURG SHOPPING CENTER - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILLIAMSBURG SHOPPING CENTER - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILLIAMSBURG SHOPPING CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $22,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Adam Ifshin OWNERSHIP INTEREST Fee in part and Leasehold in part MORTGAGE RATE 5.565% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Partial IO/Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 117 / 360 LOCKBOX None UP-FRONT RESERVES TAX / INSURANCE Yes / No PERFORMANCE HOLDBACK $1,200,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / No REPLACEMENT(1) $3,124 TI/LC(2) $5,556 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $22,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $88 CUT-OFF DATE LTV RATIO(3) 80.0% MATURITY DATE LTV RATIO(3) 70.2% UW NCF DSCR 1.25x - -------------------------------------------------------------------------------- (1) Up to a maximum amount of $149,950. (2) Up to a maximum amount of $200,000. (3) The Cut-off Date LTV Ratio and the Maturity Date LTV Ratio have been calculated based on the value of the mortgaged real property on a stabilized basis that makes various assumptions regarding the financial performance of the mortgaged real property that are consistent with the release of the performance holdback. Without regard to the performance holdback, the Cut-off Date LTV Ratio and the Maturity Date/ARD LTV Ratio are 84.6% and 74.2%, respectively. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Williamsburg, VA PROPERTY TYPE Retail, Anchored SIZE (SF) 249,184 OCCUPANCY % AS OF SEPTEMBER 8, 2004 86.6% YEAR BUILT / YEAR RENOVATED 1959 / 1996 APPRAISED VALUE $26,000,000 PROPERTY MANAGEMENT DLC Management Corporation UW ECONOMIC OCCUPANCY % 87.1% UW REVENUES $ 2,460,141 UW EXPENSES $ 472,739 UW NET OPERATING INCOME (NOI) $ 1,987,402 UW NET CASH FLOW (NCF) $ 1,887,812 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILLIAMSBURG SHOPPING CENTER - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------ Food Lion NR/Ba1/BB+ 32,500 13.04% $ 5.35 $ 173,752 8.83% 11/08/10 Stein Mart NR/NR/NR 32,000 12.84% $ 6.25 $ 200,000 10.17% 7/31/12 Marshalls NR/A3/A 30,000 12.04% $ 8.00 $ 240,000 12.20% 3/31/14 Ace Peninsula Hardware NR/NR/NR 23,797 9.55% $ 4.85 $ 115,304 5.86% 5/13/07 Books-A-Million NR/NR/NR 15,861 6.37% $ 10.00 $ 158,610 8.06% 1/31/06 ------ ------ ------- ---------- ----- Top 5 Tenants 134,158 53.84% $ 6.62 $ 887,666 45.13% Non-major tenants 81,687 32.78% $ 13.21 $1,079,057 54.87% Vacant Space 33,339 13.38% ------- ------ COLLATERAL TOTAL 249,184 100.00% ======= ====== - ------------------------------------------------------------------------------------------------------------------------------ - --------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------- 2004 1 $ 5.69 2,109 0.85% 0.85% 0.61% 0.61% 2005 3 $ 19.65 6,131 2.46% 3.31% 6.13% 6.74% 2006 6 $ 12.14 22,461 9.01% 12.32% 13.86% 20.60% 2007 4 $ 6.03 40,842 16.39% 28.71% 12.53% 33.13% 2008 3 $ 15.01 7,819 3.14% 31.85% 5.97% 39.10% 2009 5 $ 12.87 23,544 9.45% 41.30% 15.40% 54.50% 2010 2 $ 6.88 42,213 16.94% 58.24% 14.76% 69.26% 2011 1 $ 17.00 2,584 1.04% 59.27% 2.23% 71.50% 2012 2 $ 7.23 36,032 14.46% 73.73% 13.24% 84.74% 2013 0 $ 0.00 0 0.00% 73.73% 0.00% 84.74% 2014 2 $ 9.35 32,110 12.89% 86.62% 15.26% 100.00% ------ ----- TOTALS 215,845 86.62% ======= ===== - --------------------------------------------------------------------------------------------------------------------------- (1) Credit ratings may be those of the parent company's long term secured debt, whether or not the parent company guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- WILLIAMSBURG SHOPPING CENTER - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Williamsburg Shopping Center Loan") is secured by a first mortgage encumbering an anchored retail center located in Williamsburg, Virginia. The Williamsburg Shopping Center Loan represents approximately 2.1% of the initial mortgage pool balance and 2.4% of the initial loan group no. 1 balance. The Williamsburg Shopping Center Loan was originated on August 18, 2004 and has a principal balance as of the cut-off date of $22,000,000. The Williamsburg Shopping Center Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The Williamsburg Shopping Center Loan has a remaining term of 117 months and matures on September 11, 2014. The Williamsburg Shopping Center Loan may be prepaid on or after June 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is Williamsburg Improvements, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Williamsburg Shopping Center Loan. The principal of the borrower is Adam Ifshin; however, Mr. Ifshin is not individually a guarantor of the loan. The sponsors of the borrower, which are the guarantors of the loan, are: DLC Management Corporation ("DLC") and Delphi Commercial Properties, Inc ("Delphi"). Mr. Ifshin is President of DLC and Delphi. DLC acquires value-added retail space and manages and leases approximately 8 million square feet of retail in over 40 properties. In total, Mr. Ifshin has been involved in over $1 billion of real estate transactions. Delphi is a real estate brokerage firm. o THE PROPERTY. The mortgaged real property is an approximately 249,184 square foot anchored retail center situated on approximately 19.3 acres. The mortgaged real property was constructed in 1959 and renovated in 1996. The mortgaged real property is located in Williamsburg, Virginia, within the Norfolk/Virginia Beach, Virginia metropolitan statistical area. As of September 8, 2004, the occupancy rate for the mortgaged real property securing the Williamsburg Shopping Center Loan was approximately 86.6%. The largest tenant is Food Lion, Inc. ("Food Lion"), occupying approximately 32,500 square feet, or approximately 13.0% of the net rentable area. Food Lion is a regional grocery store, which operates over 1,200 stores in approximately 11 states in the southeast. Food Lion has been in business since 1957 and has particular strength and history in rural areas. Food Lion is a subsidiary of Delhaize America, the US division of Brussels based Delhaize Group. As of November 8, 2004, Food Lion was rated "Ba1" by Moody's and "BB+" by S&P. The Food Lion lease expires in November 2010. The second largest tenant is Stein Mart, Inc. ("Stein Mart"), occupying approximately 32,000 square feet, or approximately 12.8% of the net rentable area. Stein Mart (SMRT) is a publicly-traded company, best described as a hybrid between a better department/specialty store and a traditional off-price retailer. Stein Mart has over 260 locations nationwide. The Stein Mart lease expires in July 2012. The third largest tenant is Marshalls ("Marshalls"), occupying approximately 30,000 square feet, or approximately 12.0% of the net rentable area. Marshalls is one of the nation's largest off-price family apparel and home fashions retailers with over 650 stores covering 42 states and Puerto Rico. Marshalls is a subsidiary of the TJX Companies, Inc., which is the leading off-price retailer of apparel and home fashions in the United States and worldwide. As of November 8, 2004, Marshalls was rated "A3" by Moody's and "A" by S&P. The Marshalls lease expires in March 2014. o MANAGEMENT. DLC Management Corporation is the property manager for the mortgaged real property securing the Williamsburg Shopping Center Loan. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 2004-C2 - -------------------------------------------------------------------------------- VILLAGE WEST SHOPPING CENTER - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- VILLAGE WEST SHOPPING CENTER - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 83 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- VILLAGE WEST SHOPPING CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $21,550,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Ruben Poplawski OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.500% MATURITY DATE October 11, 2014 AMORTIZATION TYPE Partial IO / Balloon ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 118 / 360 LOCKBOX Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $2,449 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $21,550,000 CUT-OFF DATE PRINCIPAL BALANCE/SF(1) $128 CUT-OFF DATE LTV RATIO 74.3% MATURITY DATE LTV RATIO 65.1% UW NCF DSCR 1.28x - -------------------------------------------------------------------------------- (1) Did not take into account square footage of space held by tenants under a ground lease. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Hemet, CA PROPERTY TYPE Retail, Anchored SIZE (SF)(1) 168,915 OCCUPANCY % AS OF AUGUST 5, 2004(2) 97.5% YEAR BUILT / YEAR RENOVATED 1981 / 2004 APPRAISED VALUE $29,000,000 PROPERTY MANAGEMENT Barclay's Realty & Management Company UW ECONOMIC OCCUPANCY % 95.6% UW REVENUES $2,808,968 UW EXPENSES $817,042 UW NET OPERATING INCOME (NOI) $1,991,926 UW NET CASH FLOW (NCF) $1,885,064 - -------------------------------------------------------------------------------- (1) Does not reflect the square footage of space held by tenants under a ground lease. (2) Occupancy % is calculated using 195,928 square feet, which includes tenants that occupy space pursuant to ground leases. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 84 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- VILLAGE WEST SHOPPING CENTER - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY(1) - --------------------------------------------------------------------------------------------------------------------------- % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME FITCH/MOODY'S/S&P(2) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------------------------------------------------------------------------------------------------------------- Vons BBB/Baa2/BBB 38,140 19.47% $ 6.55 $ 250,000 12.05% 10/31/16 Ross Dress For Less NR/NR/BBB 30,187 15.41% $ 8.50 $ 256,590 12.37% 1/31/11 Longs Drug Store(3) NR/NR/NR 27,013 13.79% $ 1.48 $ 40,000 1.93% 2/29/12 Michaels NR/Ba1/BB+ 21,398 10.92% $ 12.50 $ 267,475 12.89% 2/28/13 HomeTown Buffet NR/NR/NR 10,018 5.11% $ 9.01 $ 90,288 4.35% 12/31/10 ------ ------ ------- ---------- ----- Top 5 Tenants 126,756 64.70% $ 7.13 $ 904,352 43.58% Non-major tenants 64,310 32.82% $ 18.20 $1,170,672 56.42% Vacant Space 4,862 2.48% ------- ------ COLLATERAL TOTAL 195,928 100.00% ======= ====== - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - --------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------- 2004 1 $ 9.00 1,400 0.71% 0.71% 0.61% 0.61% 2005 6 $ 18.97 9,590 4.89% 5.61% 8.77% 9.37% 2006 3 $ 14.07 4,400 2.25% 7.85% 2.98% 12.36% 2007 6 $ 21.86 20,400 10.41% 18.27% 21.49% 33.85% 2008 5 $ 15.85 11,876 6.06% 24.33% 9.07% 42.92% 2009 3 $ 19.89 6,652 3.40% 27.72% 6.38% 49.30% 2010 1 $ 9.01 10,018 5.11% 32.84% 4.35% 53.65% 2011 1 $ 8.50 30,187 15.41% 48.24% 12.37% 66.01% 2012 2 $ 2.10 28,123 14.35% 62.60% 2.84% 68.86% 2013 2 $ 13.09 30,280 15.45% 78.05% 19.10% 87.95% 2014 0 $ 0.00 0 0.00% 78.05% 0.00% 87.95% ------ ----- TOTALS 152,926 78.05% ======= ===== - --------------------------------------------------------------------------------------------------------------------------- (1) Calculated using 195,928 square feet, which includes tenants that occupy space pursuant to ground leases. (2) Credit ratings are those of the parent company's long term unsecured debt, whether or not the parent company guarantees the lease. (3) Longs Drug Store occupies space pursuant to ground lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 85 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- VILLAGE WEST SHOPPING CENTER - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Village West Shopping Center Loan") is secured by a first mortgage encumbering an anchored retail center located in Hemet, California. The Village West Shopping Center Loan represents approximately 2.1% of the initial mortgage pool balance and 2.4% of the initial loan group no. 1 balance. The Village West Shopping Center Loan was originated on September 22, 2004 and has a principal balance as of the cut-off date of $21,550,000. The Village West Shopping Center Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The Village West Shopping Center Loan has a remaining term of 118 months and matures on October 11, 2014. The Village West Shopping Center Loan may be prepaid on or after August 11, 2014, and permits defeasance with United States government obligations beginning two years after the issue date for the series 2004-C2 certificates. o THE BORROWER. The borrower is Hemet Village West Seatac, LLC; Hemet Village West Wartnik, LLC; Hemet Village West, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Village West Shopping Center Loan. The sponsor of the borrower is Ruben Poplawski. He is the managing partner of each entity. Mr. Poplawski has over 35 years experience in commercial real estate. During his first 20 years in real estate, Mr. Poplawski served as a general contractor on commercial projects, totaling 1.4 million square feet located in the southeast and the southwest United States. Since 1985, Mr. Poplawski has been involved in forming investment groups to acquire existing commercial projects located in Oregon, Washington and California. o THE PROPERTY. The mortgaged real property is an approximately 168,915 square foot anchored retail center situated on approximately 21.8 acres. The mortgaged real property was constructed in 1981 and renovated in 2004. The mortgaged real property is located in Hemet, California, within the Riverside/San Bernardino, California metropolitan statistical area. As of August 5, 2004, the occupancy rate for the mortgaged real property securing the Village West Shopping Center Loan was approximately 97.5%. The largest tenant is The Vons Companies, Inc. ("Vons"), occupying approximately 38,140 square feet, or approximately 19.5% of the net rentable area. Vons was formed in 1906 and by 1928 had expanded to 87 stores. Currently, the Vons operation, including the Pavilions stores, is part of the Safeway family of companies. Vons stores are found throughout Southern California and Nevada. As of November 8, 2004, Vons was rated "Baa2" by Moody's and "BBB" by S&P. The Vons lease expires in October 2016. The second largest tenant is Ross Stores, Inc. ("Ross"), occupying approximately 30,187 square feet, or approximately 15.4% of the net rentable area. Ross operates a chain of over 450 off-price retail apparel and home accessories stores that target middle-income households. As of November 8, 2004, Ross was rated "BBB" by S&P. Moody's does not rate Ross. The Ross lease expires in January 2011. The third largest tenant is Longs Drug Stores California, Inc. ("Longs"), which occupies (pursuant to a ground lease) approximately 27,013 square feet, or approximately 13.8% of the net rentable area. Founded in 1938, Longs became a publicly held company in 1961. Longs Drug Stores Corporation operates in two business segments, retail drug stores and through its Rx America subsidiary, pharmacy benefit management (PBM). Through the retail drug store segment, the Company operates a retail drug store chain on the West Coast of the United States and in Hawaii. As of January 29, 2004, the Company operated 470 stores in California, Colorado, Hawaii, Nevada, Washington and Oregon. o LOCK BOX ACCOUNT. During the term of the Village West Shopping Center Loan, (i) on July 31, 2010, approximately six months prior to the expiration of the Ross lease, or (ii) upon the occurrence of an event of default under the loan documents, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases must be directly deposited into a lender designated lock box account. o MANAGEMENT. Barclay's Realty & Management Company is the property manager for the mortgaged real property securing the Village West Shopping Center Loan. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 86 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 87 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - ------------------------------------------------------------------------------- THE LODGE AT BAYBROOK - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 88 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - ------------------------------------------------------------------------------- THE LODGE AT BAYBROOK - ------------------------------------------------------------------------------- [GRAPHIC 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 89 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- THE LODGE AT BAYBROOK - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER PNC CUT-OFF DATE PRINCIPAL BALANCE $20,500,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Michael B. Smuck, Edwin A. White OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.490% MATURITY DATE October 1, 2014 AMORTIZATION TYPE Partial IO / Balloon ORIGINAL TERM / AMORTIZATION 120 / 360 REMAINING TERM / AMORTIZATION 118 / 360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE No / No REPLACEMENT $475,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $6,708 ADDITIONAL FINANCING None CUT-OFF DATE PRINCIPAL BALANCE $20,500,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $63,665 CUT-OFF DATE LTV RATIO 80.0% MATURITY DATE LTV RATIO 71.5% UW NCF DSCR 1.21x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Houston, TX PROPERTY TYPE Multifamily, Conventional SIZE (UNITS) 322 OCCUPANCY AS OF JULY 26, 2004 93.5% YEAR BUILT / YEAR RENOVATED 1999 / NAP APPRAISED VALUE $25,640,000 PROPERTY MANAGEMENT MBS Management Services, Inc. UW ECONOMIC OCCUPANCY % 92.5% UW REVENUES $3,045,179 UW EXPENSES $1,324,270 UW NET OPERATING INCOME (NOI) $1,720,908 UW NET CASH FLOW (NCF) $1,688,708 - -------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 90 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- THE LODGE AT BAYBROOK - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- THE LODGE AT BAYBROOK - ----------------------------------------------------------------------------------------------------------- APPROXIMATE NUMBER OF APPROXIMATE NET RENTABLE % OF NET AVERAGE IN UNIT TYPE UNITS UNIT SIZE (SF) AREA (SF) RENTABLE AREA PLACE RENT - ----------------------------------------------------------------------------------------------------------- 1-BR/1-BA 186 732 136,152 48.0% $782 2-BR/2-BA 136 1,084 147,424 52.0% $977 --- ----- ------- ----- ---- TOTAL/WEIGHTED AVERAGE 322 908 283,576 100.0% $880 === ===== ======= ===== ==== - ----------------------------------------------------------------------------------------------------------- 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 91 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 - -------------------------------------------------------------------------------- THE LODGE AT BAYBROOK - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "The Lodge at Baybrook Loan") is secured by a first deed of trust encumbering a 322-unit multifamily complex located in Houston, Texas. The Lodge at Baybrook Loan represents approximately 2.0 % of the initial mortgage pool balance and 15.7% of the initial loan group no. 2 balance. The Lodge at Baybrook Loan was originated on September 29, 2004 and has a principal balance as of the cut-off date of $20,500,000. The Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The Lodge at Baybrook Loan has a remaining term of 118 months and matures on October 1, 2014. The Lodge at Baybrook Loan may be prepaid with the payment of yield maintenance on or after October 1, 2007 and may be prepaid without penalty or premium on or after July 1, 2014. The Borrower escrowed $475,000 with the lender at closing. These funds are available to the borrower for any improvements to the property during the first six months of the loan term, with any remaining funds after the six-month period to be deposited into the general reserve for replacement account. In addition, the Borrower is escrowing taxes and insurance with the lender on an on-going basis. o THE BORROWER. The borrower is MBS-Baybrook, Ltd., a special-purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Lodge at Baybrook Loan. The sponsors are Michael B. Smuck and Edwin A. White. Mr. Smuck is the owner of the MBS Companies, a group of interrelated companies that together provide real estate and investment services to individuals, owners, investors, and institutional clients. Since their inception in 1987, the MBS Companies have formed more than 100 ownership entities for the acquisition of multi-family properties valued in excess of $620 million. To date, the lender has provided to Mr. Smuck approximately $640 million in financing on 68 multi-family properties with a total of 14,955 units. o THE PROPERTY. The mortgaged real property is a 322-unit, class-A garden-style apartment complex consisting of 14 two- and three-story buildings and a one-story clubhouse situated on roughly 13.71 acres with a total of 549 parking spaces. The mortgaged real property was constructed in 1999 and is located in the Houston Metropolitan Statistical Area. As of July 26, 2004, the occupancy rate for the mortgaged real property was approximately 93%. The mortgaged real property's amenities include an elegant clubhouse with a theatre, a resort-style swimming pool with an outdoor barbecue pavilion and state-of-the-art fitness center. All kitchens are equipped with an electric range/oven, solid wood cabinets, refrigerator, dishwasher, microwave and a stainless steel sink with garbage disposal. There are smoke detectors, washer/dryers, ceiling fans and nine-foot ceilings with crown molding in all of the units. Selected units have built-in computer desks, twin-basin bathroom vanities, and vaulted ceilings over living areas. o PROPERTY MANAGEMENT. The Lodge at Baybrook is managed by MBS Management Services, Inc., which is owned by the sponsor, Mr. Smuck. Mr. Smuck's experience in the multi-family market started in the early 1980s and has grown today such that his operations include a staff of over 300 employees and a portfolio of 68 properties totaling 14,955 units. The sponsor's portfolio includes properties in Houston, Dallas/Fort Worth, San Antonio, Tampa and Orlando. The management company is well positioned in the Houston MSA, with a total of 40 complexes encompassing 8,000 units. 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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 92 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 93 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CGCMT 2004-C2 [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 ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE, BUT WE DO NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED 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 94
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