COBALT CMBS Commercial Mortgage Trust 2007-C3 – ‘FWP’ on 8/2/07 re: COBALT CMBS Commercial Mortgage Trust 2007-C3

On:  Thursday, 8/2/07, at 5:22pm ET   ·   Accession #:  914121-7-1857   ·   File #:  333-140740-02

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Free Writing Prospectus   —   Rule 163/433
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                                7±    27K 

FWP
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                                                      Filed pursuant to Rule 433
                                                         File No.: 333-140740-02

August 2, 2007                              

               UPDATE to the CMBS New Issue Structural and Collateral Term
                Sheet Free Writing Prospectus dated July 20, 2007 (the "Term
              Sheet FWP") and the Free Writing Prospectus dated July 20,
2007 (the "July FWP")                       

             COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial
           Mortgage Pass-Through Certificates, Series 2007-C3 (the
"Certificates")                             

COLLATERAL UPDATE                           

                 1. With respect to Sheraton Suites - Alexandria, VA (Loan No.
                 5, representing 2.8% of the initial mortgage pool balance and
               3.4% of the initial loan group no. 1 balance) identified on
               Annex A-1 to the July FWP and sold to the trust by Wachovia
                  Bank, National Association, the related mortgaged property was
               built in 1989. Such date replaces the analogous date (1999)
                 set forth in the Term Sheet FWP, the July FWP and the annexes
thereto.                                    

         2. With respect to Alameda Media Center (Loan No. 14,
              representing 1.8% of the initial mortgage pool balance and
           2.2% of the initial loan group no. 1 balance) and Chant
            Portfolio - Pool 2 (Loan No. 23 representing 1.2% of the
              initial mortgage pool balance and 1.5% of the initial loan
                group no. 1 balance) identified on Annex A-1 to the July FWP
            and sold to the trust by Citigroup Global Markets Realty
                 Corp., the related loan administrative cost rate is 0.04100%.
             Such percentage replaces the analogous fee (0.03100%) set
  forth in the July FWP and the annexes thereto.

         3. With respect to The Encino Courtyard (Loan No. 19,
              representing 1.4% of the initial mortgage pool balance and
               1.7% of the initial loan group no. 1 balance) identified on
                Annex A-1 to the July FWP and sold to the trust by Citigroup
               Global Markets Realty Corp., the prepayment provision is as
          follows: L(24),D(32),O(4). Such provision replaces the
                  analogous prepayment provision (L(24),D(33),O(3)) set forth in
                 the July FWP and the annexes thereto. Additionally, such loan
                is subject to an ongoing monthly tax escrow in the amount of
                 $42,910 and an ongoing monthly insurance escrow in the amount
             of $1,566. Such amounts replace analogous information set
  forth in the July FWP and the annexes thereto.

         4. With respect to Fox Chase Apartments (Loan No. 41,
              representing 0.7% of the initial mortgage pool balance and
               3.9% of the initial loan group no. 2 balance) identified on
                Annex A-1 to the July FWP and sold to the trust by Citigroup
           Global Markets Realty Corp., the occupancy rate for the
                  related mortgaged property is 91.12%. Such percentage replaces
                 the analogous rate (91.45%) set forth in the July FWP and the
annexes thereto.                            

               5. With respect to Timberhill Shopping Center (Loan No. 51,
              representing 0.5% of the initial mortgage pool balance and
               0.7% of the initial loan group no. 1 balance) identified on
                Annex A-1 to the July FWP and sold to the trust by Citigroup
           Global Markets Realty Corp., the occupancy rate for the
                  related mortgaged property is 92.16%. Such percentage replaces
                 the analogous rate (91.86%) set forth in the July FWP and the
annexes thereto.                            

            6. With respect to Ville Montee Apartments (Loan No. 76,
              representing 0.4% of the initial mortgage pool balance and
               2.0% of the initial loan group no. 2 balance) identified on
                Annex A-1 to the July FWP and sold to the trust by Citigroup
           Global Markets Realty Corp., the occupancy rate for the
                  related mortgaged property is 98.60%. Such percentage replaces
                 the analogous rate (99.07%) set forth in the July FWP and the
annexes thereto.                            

        7. With respect to Bethany Town Center (Loan No. 77,
              representing 0.4% of the initial mortgage pool balance and
               0.4% of the initial loan group no. 1 balance) identified on
                Annex A-1 to the July FWP and sold to the trust by CWCapital
                  LLC, the prepayment provision is as follows: L(24),D(94),O(2).
              Such provision replaces the analogous prepayment provision
                (L(24),D(93),O(3)) set forth in the July FWP and the annexes
              thereto. Further, such loan's cash management provision is
          subject to the following trigger: occurrence of a cash
              restriction condition. Such trigger replaces any analogous
                  information set forth in the July FWP and the annexes thereto.
                 Furthermore, such loan is subject to a partial release of the
                 related mortgaged property upon satisfaction of the following
           conditions among others: (i) the release parcels may be
          released on or before August 1, 2015; (ii) the maximum
                  loan-to-value ratio is required to equal the lesser of 77% and
             the loan-to-value ratio immediately prior to the release;
                (iii) the minimum debt service coverage ratio is required to
                  equal the greater of 1.10x and the debt service coverage ratio
               immediately prior to the release; and (iv) if the appraised
                  value of the parcel being released is greater than or equal to
                  10% of the value of the related mortgaged property, payment by
                  the borrower of a release price equal to 115% of the allocated
            loan amount plus a yield maintenance premium (or, if the
                 appraised value of the release parcel is less than 10% of the
           value of the related mortgaged property, payment by the
              borrower of a release price equal to 100% of the allocated
       loan amount plus a yield maintenance premium). Such
           information replaces or supplements, as applicable, the
           analogous information set forth in the July FWP and the
annexes thereto.                            

                  8. With respect to Harbor Boulevard (Loan No. 88, representing
             0.3% of the initial mortgage pool balance and 0.4% of the
                initial loan group no. 1 balance) identified on Annex A-1 to
                  the July FWP and sold to the trust by Citigroup Global Markets
                Realty Corp., the yield maintenance calculation method is as
                  follows: greater of (i) 1% of outstanding principal balance or
             (ii) the present value of the remaining payments less the
           amount of principal being paid. Such calculation method
                replaces any analogous information set forth in the July FWP
and the annexes thereto.                    

        9. With respect to Haas Candy Factory (Loan No. 100,
              representing 0.2% of the initial mortgage pool balance and
               0.3% of the initial loan group no. 1 balance) identified on
                Annex A-1 to the July FWP and sold to the trust by Citigroup
                  Global Markets Realty Corp., the yield maintenance calculation
          method is as follows: greater of (i) 1% of outstanding
                principal balance or (ii) the present value of the remaining
                  payments less the amount of principal being paid multiplied by
             the lesser of (a) treasury rate to maturity plus 25 basis
                points or (b) treasury rate to weighted average life plus 25
                basis points. Such calculation method replaces any analogous
                  information set forth in the July FWP and the annexes thereto.

STRUCTURAL UPDATE                           

             1. Attachment A sets forth certain revised information in
connection with the offered certificates.   

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

                  CWCapital Commercial Funding Corp. (the "Depositor") has filed
               a registration statement (including a prospectus) (SEC File
              No. 333-140740) with the SEC for the new offering to which
                this free writing prospectus relates. Before you invest, you
                 should read the prospectus in that registration statement and
                 other documents the Depositor has filed with the SEC for more
                 complete information about the Depositor, the issuing entity,
              and this offering. You may get these documents for free by
      visiting EDGAR on the SEC Web site at www.sec.gov.
                Alternatively, the Depositor, any underwriter, or any dealer
              participating in the offering will arrange to send you the
           prospectus if you request it by calling 1-800-745-2063.

                 This free writing prospectus does not contain all information
                  that is required to be included in a prospectus required to be
                filed as part of a registration statement. This free writing
              prospectus is not an offer to sell or a solicitation of an
                offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.      

                The information in this free writing prospectus, if conveyed
                prior to the time of your contractual commitment to purchase
       any of the Certificates, supersedes any conflicting
                 information contained in any prior similar materials relating
             to the Certificates. The information in this free writing
                prospectus may be amended or supplemented. This free writing
              prospectus is being delivered to you solely to provide you
           with information about the offering of the Certificates
                 referred to in this free writing prospectus and to solicit an
               offer to purchase the Certificates, when, as and if issued.
                Any such offer to purchase made by you will not constitute a
                contractual commitment by you to purchase or give rise to an
     obligation by the underwriters to sell any of the
                 Certificates, until the underwriters have accepted your offer
           to purchase Certificates; any "indications of interest"
                  expressed by you, and any "soft circles" generated by us, will
             not create binding contractual obligations for you or us.

               You are advised that the terms of the Certificates, and the
               characteristics of the mortgage loan pool backing them, may
            change (due, among other things, to the possibility that
                  mortgage loans that comprise the pool may become delinquent or
               defaulted or may be removed or replaced and that similar or
               different mortgage loans may be added to the pool, and that
                 one or more classes of Certificates may be split, combined or
                  eliminated), at any time prior to the time sales to purchasers
                of the Certificates will first be made. You are advised that
           Certificates may not be issued with the characteristics
                 described in these materials. The underwriter's obligation to
                sell such Certificates to you is conditioned on the mortgage
                  loans and Certificates having the characteristics described in
                 these materials. If a material change does occur with respect
             to such Certificates, our contract will terminate, by its
                 terms, without any further obligation or liability between us
                  (an "Automatic Termination"). If an Automatic Termination does
                  occur, the underwriter will notify you, and neither the issuer
                  nor any underwriter will have any obligation to you to deliver
         all or any portion of the Certificates which you have
         committed to purchase, and none of the issuer nor any
                  underwriter will be liable for any costs or damages whatsoever
 arising from or related to such non-delivery.

             This free writing prospectus was prepared on the basis of
                 certain assumptions (including, in certain cases, assumptions
                specified by the recipient hereof) regarding the pool assets
               and structure, including payments, interest rates, weighted
               average lives and weighted average loan age, loss, spreads,
                  market availability and other matters. The actual amount, rate
                or timing of payments on any of the underlying assets may be
      different, and sometimes materially different than
            anticipated, and therefore the pricing, payment or yield
                information regarding the Certificates may be different from
              the information provided herein. There can be no assurance
          that actual pricing will be completed at the indicated
               value(s). In addition, pricing of the Certificates may vary
             significantly from the information contained in this free
                 writing prospectus as a result of various factors, including,
         without limitation, prevailing credit spreads, market
                positioning, financing costs, hedging costs and risk and use
                 of capital and profit. The pricing estimates contained herein
                 may vary during the course of any particular day and from day
                to day. You should consult with your own accounting or other
               advisors as to the adequacy of the information in this free
writing prospectus for your purposes.       

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

                   IRS CIRCULAR 230 NOTICE

                 THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE
              USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S.
            FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING
             PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN
                  CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS
             OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE
               BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT
TAX ADVISOR.                                

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

                  ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
               APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED.
                  SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED
                 AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR
ANOTHER EMAIL SYSTEM.                       

FWP
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ATTACHMENT A

COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through 

Certificates, Series 2007-C3 $1,852,940,000 ** NEW ISSUE CMBS                   

Co-Lead Mgrs: Wachovia Capital Markets, LLC and Citigroup Global Markets Inc.   

Rating Agencies: Fitch and S&P                                                  

Class    Size($)                                                                
-----    -------                                                                

A-4      783,039,000                                                            

A-M      201,680,000                                                            

A-J      153,781,000                                                            

The following classes of Non-Offered Certificates will be removed: Class A-4FL, 
Class A-MFL and Class A-JFL.                                                    

Expected Settlement: August 17, 2007                                            

**Collateral subject to change                                                  

CWCapital Commercial Funding Corp. (the "Depositor") has filed a registration   
statement (including a prospectus) (SEC File no. 333-140740) with the SEC for   
the new offering to which this free writing prospectus relates. Before you      
invest, you should read the prospectus in that registration statement and other 
documents the Depositor has filed with the SEC for more complete information    
about the Depositor, the issuing entity, and this offering. You may get these   
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.        
Alternatively, the Depositor, any underwriter, or any dealer participating in   
the offering will arrange to send you the prospectus if you request it by       
calling 1-800-745-2063.                                                         

This free writing prospectus does not contain all information that is required  
to be included in a prospectus required to be filed as part of a registration   
statement. This free writing prospectus is not an offer to sell or a            
solicitation of an offer to buy these securities in any state where such offer, 
solicitation or sale is not permitted.                                          

The information in this free writing prospectus, if conveyed prior to the time  
of your contractual commitment to purchase any of the Certificates, supersedes  
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely  
to provide you with information about the offering of the Certificates referred 
to in this free writing prospectus and to solicit an offer to purchase the      
Certificates, when, as and if issued. Any such offer to purchase made by you    
will not constitute a contractual commitment by you to purchase or give rise to 
an obligation by the underwriters to sell any of the Certificates, until the    
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not 
create binding contractual obligations for you or us.                           

You are advised that the terms of the Certificates, and the characteristics of  
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or 
defaulted or may be removed or replaced and that similar or different mortgage  
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to       
purchasers of the Certificates will first be made. You are advised that         
Certificates may not be issued that have the characteristics described in these 
materials. The underwriter's obligation to sell such Certificates to you is     
conditioned on the mortgage loans and Certificates having the characteristics   
described in these materials. If a material change does occur with respect to   
such Certificates, our contract will terminate, by its terms, without any       
further obligation or liability between us (an "Automatic Termination"). If an  
Automatic Termination does occur, the underwriter will notify you, and neither  
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none  
of the issuer nor any underwriter will be liable for any costs or damages       
whatsoever arising from or related to such non-delivery.                        

This free writing prospectus was prepared on the basis of certain assumptions   
(including, in certain cases, assumptions specified by the recipient hereof)    
regarding the pool assets and structure, including payments, interest rates,    
weighted average lives and weighted average loan age, loss, spreads, market     
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially         
different than anticipated, and therefore the pricing, payment or yield         
information regarding the Certificates may be different from the information    
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary    
significantly from the information contained in this free writing prospectus as 
a result of various factors, including, without limitation, prevailing credit   
spreads, market positioning, financing costs, hedging costs and risk and use of 
capital and profit. The pricing estimates contained herein may vary during the  
course of any particular day and from day to day. You should consult with your  
own accounting or other advisors as to the adequacy of the information in this  
free writing prospectus for your purposes.                                      

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

 IRS CIRCULAR 230 NOTICE

THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT  
BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES.
THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN     
CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS       
ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR        
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.                                  

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

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO    
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES 
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA   
BLOOMBERG OR ANOTHER EMAIL SYSTEM.                                              

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘FWP’ Filing		Date		First		Last			Other Filings
		8/1/15		1
		8/17/07		2					8-K
Filed on:		8/2/07		1
		7/20/07		1
									List all Filings