FREE WRITING PROSPECTUS

FILED PURSUANT TO RULE 433

REGISTRATION FILE NO.: 333-191331-11

The information in this free writing prospectus is preliminary and may be supplemented or changed. These securities may not be sold nor may offers to buy be accepted prior to the time a final prospectus is delivered. This free writing prospectus and the accompanying prospectus are not an offering to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

THIS FREE WRITING PROSPECTUS, DATED NOVEMBER 9, 2015
MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-191331) for the offering to which this communication relates. Before you invest, you should read the prospectus in the 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 website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-866-471-2526 or by email to prospectus-ny@gs.com.

Free Writing Prospectus supplementing the Prospectus dated November 9, 2015

$758,032,000 (Approximate)
GS Mortgage Securities Trust 2015-GS1

as Issuing Entity

GS Mortgage Securities Corporation II

as Depositor

Goldman Sachs Mortgage Company

Cantor Commercial Real Estate Lending, L.P.

as Sponsors

Commercial Mortgage Pass-Through Certificates, Series 2015-GS1

The Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 will consist of 16 classes of certificates, 12 of which GS Mortgage Securities Corporation II is offering pursuant to this free writing prospectus. The Series 2015-GS1 certificates will represent the beneficial ownership interests in the issuing entity, which will be GS Mortgage Securities Trust 2015-GS1. The issuing entity’s main assets will be a pool of 39 fixed rate mortgage loans secured by first liens on various types of commercial, multifamily and manufactured housing community properties.

Classes of Offered Certificates	Initial Certificate Principal Amount or Notional Amount(1)			Initial Pass-Through Rate(2)	Pass-Through Rate Description	Expected Ratings (Moody’s/Fitch/KBRA)(3)	Rated Final Distribution Date
Class A-1	$	29,163,000		[___]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	November 2048
Class A-2	$	200,000,000		[___]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	November 2048
Class A-3	$	297,565,000		[___]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	November 2048
Class A-AB	$	47,694,000		[___]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	November 2048
Class X-A	$	625,710,000	(5)	[___]%	Variable IO(6)	Aa1(sf) / AAAsf / AAA(sf)	November 2048
Class X-B	$	43,082,000	(5)	[___]%	Variable IO(6)	NR / AA-sf / AAA(sf)	November 2048
Class A-S(7)	$	51,288,000	(8)	[___]%	(4)	Aa2(sf) / AAAsf / AAA(sf)	November 2048
Class B(7)	$	43,082,000	(8)	[___]%	(4)	A1(sf) / AA-sf / AA-(sf)	November 2048
Class PEZ(7)	$	141,554,000	(8)	(9)	(9)	NR / A-sf / A-(sf)	November 2048
Class C(7)	$	47,184,000	(8)	[___]%	(4)	NR / A-sf / A-(sf)	November 2048
Class D	$	42,056,000		[___]%	(4)	NR / BBB-sf / BBB-(sf)	November 2048
Class X-D	$	42,056,000	(5)	[___]%	Variable IO(6)	NR / BBB-sf / BBB-(sf)	November 2048

(Footnotes to table begin on page 15)

You should carefully consider the risk factors beginning on page 69 of this free writing prospectus and page 4 of the prospectus. Neither the Series 2015-GS1 certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity. The Series 2015-GS1 certificates will represent interests in and obligations of the issuing entity and will not represent the obligations of the depositor, the sponsors or any of their affiliates. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the offered certificates or determined if this free writing prospectus or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association. Distributions to holders of the certificates of amounts to which they are entitled will be made monthly, commencing in December 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Offered Certificates—Subordination” in this free writing prospectus.

The offered certificates will be offered by Goldman, Sachs & Co., Cantor Fitzgerald & Co. and Drexel Hamilton, LLC when, as and if issued by the issuing entity, delivered to and accepted by the underwriters and subject to each underwriter’s right to reject orders in whole or in part. The underwriters will offer the offered certificates to prospective investors from time to time in negotiated transactions or otherwise at varying prices determined at the time of sale, plus, in certain cases, accrued interest, determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank SA/NV, as operator of the Euroclear System in Europe, against payment in New York, New York on or about December 1, 2015.

The issuing entity will be relying upon an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in this free writing prospectus). See also “Legal Investment” in this free writing prospectus.

Goldman, Sachs & Co.

Lead Manager and Sole Bookrunner

Cantor Fitzgerald & Co.	Drexel Hamilton
Co-Managers

November [__], 2015

TABLE OF CONTENTS

SUMMARY OF FREE WRITING
PROSPECTUS	17
RISK FACTORS	69
The Offered Certificates May Not Be a
Suitable Investment for You	69
The Offered Certificates Are Limited
Obligations	69
The Credit Crisis and Downturn in the
Real Estate Market Adversely Affected
and May Continue To Adversely Affect
the Value of CMBS	69
External Factors May Adversely Affect
the Value and Liquidity of Your
Investment	70
The Certificates May Have Limited
Liquidity and the Market Value of the
Certificates May Decline	71
There Are Risks Relating to the
Exchangeable Certificates	72
Subordination of Exchangeable
Certificates	73
Limited Information Causes Uncertainty	73
Legal and Regulatory Provisions
Affecting Investors Could Adversely
Affect the Liquidity of the Offered
Certificates	74
Your Yield May Be Affected by Defaults,
Prepayments and Other Factors	76
Nationally Recognized Statistical Rating
Organizations May Assign Different
Ratings to the Certificates; Ratings of
the Certificates Reflect Only the Views
of the Applicable Rating Agencies as of
the Dates Such Ratings Were Issued;
Ratings May Affect ERISA Eligibility;
Ratings May Be Downgraded	79
Commercial, Multifamily and
Manufactured Housing Community
Lending Is Dependent on Net
Operating Income	80
Underwritten Net Cash Flow Could Be
Based On Incorrect or Failed
Assumptions	81
The Mortgage Loans Have Not Been
Reunderwritten by Us; Some Mortgage
Loans May Not Have Complied With
Another Originator’s Underwriting
Criteria	82
Static Pool Data Would Not Be Indicative
of the Performance of this Pool	82
Appraisals May Not Reflect Current or
Future Market Value of Each Property	83
Performance of the Certificates Will Be
Highly Dependent on the Performance
of Tenants and Tenant Leases	84
Concentrations Based on Property Type,
Geography, Related Borrowers and

Other Factors May Disproportionately
Increase Losses	86
Risks Relating to Enforceability of Cross-
Collateralization	87
The Performance of a Mortgage Loan
and Its Related Mortgaged Property
Depends in Part on Who Controls the
Borrower and Mortgaged Property	88
The Borrower’s Form of Entity
May Cause Special Risks	88
A Bankruptcy Proceeding May Result in
Losses and Delays in Realizing on the
Mortgage Loans	89
Mortgage Loans Are Non-recourse and
Are Not Insured or Guaranteed	90
Adverse Environmental Conditions at or
Near Mortgaged Properties May Result
in Losses	90
Risks Related to Redevelopment,
Expansion and Renovation at
Mortgaged Properties	91
Risks Relating to Costs of Compliance
with Applicable Laws and Regulations	91
Litigation Regarding the Mortgaged
Properties or Borrowers May Impair
Your Distributions	92
Other Financings or Ability To Incur Other
Financings Entails Risk	92
Borrower May Be Unable To Repay
Remaining Principal Balance on
Maturity Date; Longer Amortization
Schedules and Interest-Only Provisions
Increase Risk	93
Risks Relating to Interest on Advances
and Special Servicing Compensation	95
Increases in Real Estate Taxes
May Reduce Available Funds	95
Some Mortgaged Properties May Not Be
Readily Convertible to Alternative Uses	95
Risks Related to Zoning Non-Compliance
and Use Restrictions	96
Risks Relating to Inspections of
Properties	97
Insurance May Not Be Available or
Adequate	97
Terrorism Insurance May Be Unavailable
or Insufficient	98
Risks Associated with Blanket Insurance
Policies or Self-Insurance	99
State and Local Mortgage Recording
Taxes May Apply Upon a Foreclosure
or Deed in Lieu of Foreclosure and
Reduce Net Proceeds	99
Risks Relating to a Bankruptcy of an
Originator, a Sponsor or the Depositor,
or a Receivership or Conservatorship
of Goldman Sachs Bank USA	99

3

Interests and Incentives of the
Originators, the Sponsors and Their
Affiliates May Not Be Aligned With
Your Interests	100
Interests and Incentives of the
Underwriter Entities May Not Be
Aligned With Your Interests	102
Potential Conflicts of Interest of the
Servicers	103
Potential Conflicts of Interest of the
Operating Advisor	105
Potential Conflicts of Interest of the
Controlling Class Representative and
the Companion Loan Holders	106
Potential Conflicts of Interest in the
Selection of the Underlying Mortgage
Loans	109
Conflicts of Interest May Occur as a
Result of the Rights of the Applicable
Controlling Class Representative To
Terminate the Special Servicer of the
Applicable Whole Loans	110
Other Potential Conflicts of Interest May
Affect Your Investment	110
The Special Servicer May Be Directed To
Take Actions by an Entity That Has No
Duty or Liability to Other
Certificateholders	111
The Servicing of the Element LA Whole
Loan Will Shift to Others	111
Your Lack of Control Over the Issuing
Entity and Servicing of the Mortgage
Loans Can Create Risks	112
Rights of the Controlling Class
Representatives Under Each Other
PSA Could Adversely Affect Your
Investment	114
You Will Not Have any Control Over the
Servicing of the Non-Serviced Loans	115
The Requirement of the Special Servicer
to Obtain FIRREA-Compliant
Appraisals May Result in an Increased
Cost to the Issuing Entity	115
Rights of the Operating Advisor and the
Controlling Class Representative Could
Adversely Affect Your Investment	115
The Serviced Whole Loans Pose Special
Risks	116
Sponsors May Not Be Able To Make
Required Repurchases or Substitutions
of Defective Mortgage Loans	117
Book-Entry Registration Will Mean You
Will Not Be Recognized as a Holder of
Record	117
Tax Matters and Changes in Tax Law
May Adversely Impact the Mortgage
Loans or Your Investment	117

Combination or “Layering” of Multiple
Risks May Significantly Increase Risk
of Loss	120
DESCRIPTION OF THE MORTGAGE POOL	121
General	121
Certain Calculations and Definitions	122
Statistical Characteristics of the Mortgage
Loans	129
Environmental Considerations	140
Litigation and Other Considerations	143
Redevelopment, Renovation and
Expansion	146
Default History, Bankruptcy Issues and
Other Proceedings	147
Tenant Issues	148
Insurance Considerations	158
Use Restrictions	158
Appraised Value	158
Non-recourse Carveout Limitations	159
Real Estate and Other Tax
Considerations	160
Certain Terms of the Mortgage Loans	161
The Whole Loans	170
Significant Obligor	194
Representations and Warranties	194
Sale of Mortgage Loans; Mortgage File
Delivery	195
Cures, Repurchases and Substitutions	196
Additional Information	199
TRANSACTION PARTIES	199
The Sponsors	199
Compensation of the Sponsors	204
The Depositor	205
The Originators	206
The Issuing Entity	216
The Certificate Administrator	217
The Trustee	220
Trustee and Certificate Administrator Fee	222
The Operating Advisor	223
Servicers	225
Servicing Compensation, Operating
Advisor Compensation and Payment of
Expenses	239
Affiliates and Certain Relationships	250
DESCRIPTION OF THE OFFERED
CERTIFICATES	253
General	253
Exchanges of Exchangeable Certificates	256
Distributions	257
Subordination	272
Appraisal Reductions	273
Voting Rights	277
Delivery, Form, Transfer and
Denomination	280
Certificateholder Communication	283
YIELD, PREPAYMENT AND MATURITY
CONSIDERATIONS	283
Yield	283

4

Yield on the Class X-A, Class X-B and
Class X-D Certificates	287
Weighted Average Life of the Offered
Certificates	287
Price/Yield Tables	292
THE POOLING AND SERVICING
AGREEMENT	297
General	297
Special Note Regarding the Element LA
Whole Loan	297
Servicing of the Whole Loans	297
Assignment of the Mortgage Loans	298
Servicing of the Mortgage Loans	299
Advances	304
Accounts	307
Application of Penalty Charges and
Modification Fees	309
Withdrawals from the Collection Account	310
Enforcement of “Due-On-Sale” and “Due-
On-Encumbrance” Clauses	311
Inspections	313
Evidence as to Compliance	313
Certain Matters Regarding the Depositor,
the Master Servicer, the Special
Servicer and the Operating Advisor	314
Servicer Termination Events	316
Rights Upon Servicer Termination Event	318
Waivers of Servicer Termination Events	320
Termination of the Special Servicer	320
Amendment	322
Realization Upon Mortgage Loans	324
Controlling Class Representative	330
Operating Advisor	337
Asset Status Reports	343
Rating Agency Confirmations	345
Termination; Retirement of Certificates	347
Optional Termination; Optional Mortgage
Loan Purchase	347
Reports to Certificateholders; Available
Information	348

Servicing of the Non-Serviced Loans	355
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES	364
General	364
Tax Status of Offered Certificates	365
Taxation of Offered Certificates	365
Taxation of the Exchangeable
Certificates	367
Further Information	367
STATE AND LOCAL TAX
CONSIDERATIONS	368
ERISA CONSIDERATIONS	368
LEGAL INVESTMENT	370
CERTAIN LEGAL ASPECTS OF THE
MORTGAGE LOANS	371
RATINGS	373
LEGAL MATTERS	375
INDEX OF SIGNIFICANT DEFINITIONS	376
ANNEX A – STATISTICAL
CHARACTERISTICS OF THE
MORTGAGE LOANS	A-1
ANNEX B – STRUCTURAL AND
COLLATERAL TERM SHEET	B-1
ANNEX C – MORTGAGE POOL
INFORMATION	C-1
ANNEX D – FORM OF DISTRIBUTION
DATE STATEMENT	D-1
ANNEX E-1 – SPONSOR
REPRESENTATIONS AND
WARRANTIES	E-1-1
ANNEX E-2 – EXCEPTIONS TO SPONSOR
REPRESENTATIONS AND
WARRANTIES	E-2-1
ANNEX F – CLASS A-AB SCHEDULED
PRINCIPAL BALANCE SCHEDULE	F-1

5

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

THE OFFERED CERTIFICATES REFERRED TO IN THESE MATERIALS, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF OFFERED CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS. YOU UNDERSTAND THAT, WHEN YOU ARE CONSIDERING THE PURCHASE OF THE OFFERED CERTIFICATES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF OFFERED CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF OFFERED CERTIFICATES TO BE MADE TO INVESTORS. ANY “INDICATIONS OF INTEREST” EXPRESSED BY YOU, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR YOU, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.

AS A RESULT OF THE FOREGOING, YOU MAY COMMIT TO PURCHASE OFFERED CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND YOU ARE ADVISED THAT ALL OR A PORTION OF THE OFFERED CERTIFICATES MAY NOT BE ISSUED WITH ALL OF THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. THE UNDERWRITERS’ OBLIGATIONS TO SELL OFFERED CERTIFICATES TO YOU IS CONDITIONED ON THE OFFERED CERTIFICATES THAT ARE ACTUALLY ISSUED AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF THE UNDERWRITERS DETERMINE THAT A CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, YOU WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO YOU TO DELIVER ANY PORTION OF THE OFFERED CERTIFICATES WHICH YOU HAVE COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND YOU, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.

YOU HAVE REQUESTED THAT THE UNDERWRITERS PROVIDE TO YOU INFORMATION IN CONNECTION WITH YOUR CONSIDERATION OF THE PURCHASE OF CERTAIN OFFERED CERTIFICATES DESCRIBED IN THIS FREE WRITING PROSPECTUS. THIS FREE WRITING PROSPECTUS IS BEING PROVIDED TO YOU FOR INFORMATION PURPOSES ONLY IN RESPONSE TO YOUR SPECIFIC REQUEST. THE UNDERWRITERS DESCRIBED IN THIS FREE WRITING PROSPECTUS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THIS FREE WRITING PROSPECTUS. THE UNDERWRITERS AND/OR THEIR EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CONTRACT OR CERTIFICATE DISCUSSED IN THIS FREE WRITING PROSPECTUS.

THE INFORMATION CONTAINED IN THIS FREE WRITING PROSPECTUS SUPERSEDES ANY PREVIOUS INFORMATION DELIVERED TO YOU AND MAY BE SUPERSEDED BY INFORMATION DELIVERED TO YOU PRIOR TO THE TIME OF SALE.

THIS FREE WRITING PROSPECTUS DOES NOT CONTAIN ALL INFORMATION THAT IS REQUIRED TO BE INCLUDED IN THE BASE PROSPECTUS AND THE FINAL PROSPECTUS SUPPLEMENT.

6

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
FREE WRITING PROSPECTUS AND THE ACCOMPANYING PROSPECTUS

Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates and (b) this free writing prospectus, which describes the specific terms of the offered certificates. The terms of the offered certificates contained in this free writing prospectus, including the annexes to this free writing prospectus, are intended to supplement the terms contained in the accompanying prospectus. References in the accompanying prospectus to “prospectus supplement” should, in general, be treated as references to this free writing prospectus insofar as they relate to the certificates offered by this free writing prospectus.

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the offered certificates. However, this free writing prospectus does not contain all of the information contained in our registration statement, nor does it contain all information that is required to be included in a prospectus required to be filed as part of a registration statement. For further information regarding the documents referred to in this free writing prospectus, you should refer to our registration statement and the exhibits to it. Our registration statement and the exhibits to it can be inspected and copied at prescribed rates at the public reference facilities maintained by the Securities and Exchange Commission at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of these materials can also be obtained electronically through the Securities and Exchange Commission’s internet website (http://www.sec.gov).

You should rely only on the information contained in this free writing prospectus and the prospectus. We have not authorized anyone to provide you with information that is different from that contained in this free writing prospectus and the prospectus. The information contained in this free writing prospectus is accurate only as of the date of this free writing prospectus.

This free writing prospectus begins with two introductory sections describing the Series 2015-GS1 certificates and the issuing entity in abbreviated form:

· the “Certificate Summary”, commencing on page 15 of this free writing prospectus, which sets forth important statistical information relating to the Series 2015-GS1 certificates; and

· the “Summary of Free Writing Prospectus”, commencing on page 17 of this free writing prospectus, which gives a brief introduction to the key features of the Series 2015-GS1 certificates and a description of the underlying mortgage loans.

Additionally, “Risk Factors”, commencing on page 69 of this free writing prospectus, describes the material risks that apply to the Series 2015-GS1 certificates which are in addition to those described in the prospectus with respect to the securities issued by the issuing entity generally.

This free writing prospectus and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Table of Contents in this free writing prospectus and the prospectus identify the pages where these sections are located.

Certain capitalized terms are defined and used in this free writing prospectus and the prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this free writing prospectus are defined on the pages indicated under the caption “Index of Significant Definitions” commencing on page 376 of this free writing prospectus. The capitalized terms used in the prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 114 of the prospectus.

7

In this free writing prospectus:

· the terms “depositor”, “we”, “us” and “our” refer to GS Mortgage Securities Corporation II.

· references to “lender” with respect to the mortgage loans generally should be construed to mean, from and after the date of initial issuance of the offered certificates, the trustee on behalf of the trust as the holder of record title to the mortgage loans or the master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described under “The Pooling and Servicing Agreement” in this free writing prospectus.

The Annexes attached to this free writing prospectus are incorporated into and made a part of this free writing prospectus.

THERE IS CURRENTLY NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES. WE CANNOT ASSURE YOU THAT A SECONDARY MARKET WILL DEVELOP OR, IF A SECONDARY MARKET DOES DEVELOP, THAT IT WILL PROVIDE HOLDERS OF THE OFFERED CERTIFICATES WITH LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE TERM OF THE OFFERED CERTIFICATES. THE UNDERWRITERS CURRENTLY INTEND TO MAKE A MARKET IN THE OFFERED CERTIFICATES, BUT ARE UNDER NO OBLIGATION TO DO SO. ACCORDINGLY, PURCHASERS MUST BE PREPARED TO BEAR THE RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD. SEE “RISK FACTORS—THE CERTIFICATES MAY HAVE LIMITED LIQUIDITY AND THE MARKET VALUE OF THE CERTIFICATES MAY DECLINE” IN THIS FREE WRITING PROSPECTUS.

THIS FREE WRITING PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

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“YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS—YIELD ON THE CLASS X-A, CLASS X-B AND CLASS X-D CERTIFICATES” IN THIS FREE WRITING PROSPECTUS.

THE YIELD TO MATURITY ON THE CLASS X-B CERTIFICATES WILL BE ESPECIALLY SENSITIVE TO THE RATE AND TIMING OF REDUCTIONS MADE TO THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B TRUST COMPONENT, INCLUDING BY REASON OF DELINQUENCIES AND LOSSES ON THE MORTGAGE LOANS DUE TO LIQUIDATIONS, PRINCIPAL PAYMENTS

8

(INCLUDING BOTH VOLUNTARY AND INVOLUNTARY PREPAYMENTS, DELINQUENCIES, DEFAULTS AND LIQUIDATIONS) ON THE MORTGAGE LOANS AND PAYMENTS WITH RESPECT TO PURCHASES AND REPURCHASES THEREOF, WHICH MAY FLUCTUATE SIGNIFICANTLY FROM TIME TO TIME. A RATE OF PRINCIPAL PAYMENTS AND LIQUIDATIONS ON THE MORTGAGE LOANS THAT IS MORE RAPID THAN EXPECTED BY INVESTORS MAY HAVE A MATERIAL ADVERSE EFFECT ON THE YIELD TO MATURITY OF THE CLASS X-B CERTIFICATES AND MAY RESULT IN HOLDERS NOT FULLY RECOUPING THEIR INITIAL INVESTMENTS. THE YIELD TO MATURITY OF THE CLASS X-B CERTIFICATES MAY BE ADVERSELY AFFECTED BY THE PREPAYMENT OF MORTGAGE LOANS WITH HIGHER NET MORTGAGE LOAN RATES. SEE “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS—YIELD ON THE CLASS X-A, CLASS X-B AND CLASS X-D CERTIFICATES” IN THIS FREE WRITING PROSPECTUS.

THE YIELD TO MATURITY ON THE CLASS X-D CERTIFICATES WILL BE ESPECIALLY SENSITIVE TO THE RATE AND TIMING OF REDUCTIONS MADE TO THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES, INCLUDING BY REASON OF DELINQUENCIES AND LOSSES ON THE MORTGAGE LOANS DUE TO LIQUIDATIONS, PRINCIPAL PAYMENTS (INCLUDING BOTH VOLUNTARY AND INVOLUNTARY PREPAYMENTS, DELINQUENCIES, DEFAULTS AND LIQUIDATIONS) ON THE MORTGAGE LOANS AND PAYMENTS WITH RESPECT TO PURCHASES AND REPURCHASES THEREOF, WHICH MAY FLUCTUATE SIGNIFICANTLY FROM TIME TO TIME. A RATE OF PRINCIPAL PAYMENTS AND LIQUIDATIONS ON THE MORTGAGE LOANS THAT IS MORE RAPID THAN EXPECTED BY INVESTORS MAY HAVE A MATERIAL ADVERSE EFFECT ON THE YIELD TO MATURITY OF THE CLASS X-D CERTIFICATES AND MAY RESULT IN HOLDERS NOT FULLY RECOUPING THEIR INITIAL INVESTMENTS. THE YIELD TO MATURITY OF THE CLASS X-D CERTIFICATES MAY BE ADVERSELY AFFECTED BY THE PREPAYMENT OF MORTGAGE LOANS WITH HIGHER NET MORTGAGE LOAN RATES. SEE “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS—YIELD ON THE CLASS X-A, CLASS X-B AND CLASS X-D CERTIFICATES” IN THIS FREE WRITING PROSPECTUS.

9

UNITED KINGDOM

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

(A) IN THE UNITED KINGDOM, IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”)) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE OFFERED CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE DEPOSITOR OR THE ISSUING ENTITY; AND

(B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE OFFERED CERTIFICATES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

NOTICE TO UNITED KINGDOM INVESTORS

THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FSMA THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED. AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.

THE DISTRIBUTION OF THIS FREE WRITING PROSPECTUS (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS” AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”).

THIS FREE WRITING PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS FREE WRITING PROSPECTUS RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS FREE WRITING PROSPECTUS.

10

POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

EUROPEAN ECONOMIC AREA

This FREE WRITING PROSPECTUS has been prepared on the basis that any offer of certificates in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive (as defined below) from the requirement to publish a prospectus for offers of certificates. Accordingly any person making or intending to make an offer in that Relevant Member State of certificates which are the subject of an offering contemplated in this free writing prospectus as completed by final terms in relation to the offer of those certificates may only do so in circumstances in which no obligation arises for the DEPOSITOR, THE issuing entity or an underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer.

NONE OF THE DEPOSITOR, the issuing entity or any of the underwriters has authorized, nor does any of them authorize, the making of any offer of certificates in circumstances in which an obligation arises for THE DEPOSITOR, the issuing entity or an underwriter to publish or supplement a prospectus for such offer.

For the purposes of this provision and the provision immediately below, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

In relation to each Relevant Member State, each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the certificates which are the subject of the offering contemplated by this free writing prospectus to the public in that Relevant Member State other than:

(a) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the issuing entity for any such offer; or

(c) in any other circumstances falling within article 3(2) of the Prospectus Directive;

11

PROVIDED THAT NO SUCH OFFER OF THE OFFERED CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVE SHALL REQUIRE THE DEPOSITOR, THE ISSUING ENTITY OR ANY UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

For the purposes of the prior paragraph, the expression an “offer of the certificates which are the subject of the offering contemplated by this free writing prospectus to the public” in relation to any offered certificate in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe to the offered certificates, as the same may be varied in that RELEVANT Member State by any measure implementing the Prospectus Directive in that RELEVANT Member State.

HONG KONG

NO PERSON HAS ISSUED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, OR WILL ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG AND ANY RULES MADE UNDER THAT ORDINANCE.

THE OFFERED CERTIFICATES (IF THEY ARE NOT A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG) HAVE NOT BEEN OFFERED OR SOLD AND WILL NOT BE OFFERED OR SOLD, BY MEANS OF ANY DOCUMENT, OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571, LAWS OF HONG KONG) AND ANY RULES MADE UNDER THAT ORDINANCE, OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32, LAWS OF HONG KONG) OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THAT ORDINANCE. FURTHER, THE CONTENTS OF THIS FREE WRITING PROSPECTUS HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFERING CONTEMPLATED IN THIS FREE WRITING PROSPECTUS. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS FREE WRITING PROSPECTUS, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

SINGAPORE

THIS FREE WRITING PROSPECTUS HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS FREE WRITING PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”), (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

12

WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS OR INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN 200,000 SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; (3) BY OPERATION OF LAW; OR (4) AS SPECIFIED IN SECTION 276(7) OF THE SFA.

JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE “FIEL”), AND DISCLOSURE UNDER THE FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE OFFERED CERTIFICATES. ACCORDINGLY, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED IN THIS FREE WRITING PROSPECTUS MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE OFFERED CERTIFICATES, THE UNDERWRITERS MAY OFFER THE OFFERED CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITH THE ABOVE PROVISIONS.

13

FORWARD-LOOKING STATEMENTS

In this free writing prospectus and the prospectus, we use certain forward-looking statements. These forward-looking statements are found in the material, including each of the tables, set forth under “Risk Factors” and “Yield, Prepayment and Maturity Considerations” in this free writing prospectus. Forward-looking statements are also found elsewhere in this free writing prospectus and prospectus and include words like “expects”, “intends”, “anticipates”, “estimates” and other similar words. These statements are intended to convey our projections or expectations as of the date of this free writing prospectus. These statements are inherently subject to a variety of risks and uncertainties. Actual results could differ materially from those we anticipate due to changes in, among other things:

· economic conditions and industry competition,

· political and/or social conditions, and

· the law and government regulatory initiatives.

We will not update or revise any forward-looking statement to reflect changes in our expectations or changes in the conditions or circumstances on which these statements were originally based.

14

Certificate Summary

Classes of Certificates	Initial Certificate Principal Amount or Notional Amount(1)			Approximate Credit Support	Initial Pass- Through Rate(2)	Pass- Through Rate Description	Expected Ratings (Moody’s/Fitch/KBRA)(3)	Expected Weighted Avg. Life (yrs.)(10)	Expected Principal Window(10)
Offered Certificates
Class A-1	$	29,163,000		30.000%(11)	[____]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	2.86	12/15 – 11/20
Class A-2	$	200,000,000		30.000%(11)	[____]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	9.82	09/25 – 10/25
Class A-3	$	297,565,000		30.000%(11)	[____]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	9.91	10/25 – 11/25
Class A-AB	$	47,694,000		30.000%(11)	[____]%	(4)	Aaa(sf) / AAAsf / AAA(sf)	7.44	11/20 – 09/25
Class X-A	$	625,710,000	(5)	N/A	[____]%	Variable IO(6)	Aa1(sf) / AAAsf / AAA(sf)	N/A	N/A
Class X-B	$	43,082,000	(5)	N/A	[____]%	Variable IO(6)	NR / AA-sf / AAA(sf)	N/A	N/A
Class A-S(7)	$	51,288,000	(8)	23.750%	[____]%	(4)	Aa2(sf) / AAAsf / AAA(sf)	9.94	11/25 – 11/25
Class B(7)	$	43,082,000	(8)	18.500%	[____]%	(4)	A1(sf) / AA-sf / AA-(sf)	9.94	11/25 – 11/25
Class PEZ(7)	$	141,554,000	(8)	12.750%(12)	(9)	(9)	NR / A-sf / A-(sf)	9.94	11/25 – 11/25
Class C(7)	$	47,184,000	(8)	12.750%(12)	[____]%	(4)	NR / A-sf / A-(sf)	9.94	11/25 – 11/25
Class D	$	42,056,000		7.625%	[____]%	(4)	NR / BBB-sf / BBB-(sf)	9.94	11/25 – 11/25
Class X-D	$	42,056,000	(5)	N/A	[____]%	Variable IO(6)	NR / BBB-sf / BBB-(sf)	N/A	N/A
Non-Offered Certificates
Class E	$	20,515,000		5.125%	[____]%	(4)	NR / BB-sf / BB-(sf)	9.94	11/25 – 11/25
Class F	$	8,207,000		4.125%	[____]%	(4)	NR / B-sf / B-(sf)	9.94	11/25 – 11/25
Class G	$	33,849,932		0.000%	[____]%	(4)	NR / NR / NR	9.94	11/25 – 11/25
Class R(13)		N/A		N/A	N/A	N/A	N/A	N/A	N/A

(1) Approximate, subject to a variance of plus or minus 5%.

(2) Approximate per annum rate as of the closing date.

(3) It is a condition of issuance that the offered certificates receive the ratings set forth above. Ratings shown are those of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. Subject to the discussion under “Ratings” in this free writing prospectus, the ratings on the certificates address the likelihood of the timely receipt by holders of all payments of interest to which they are entitled on each distribution date and, except in the case of the interest only certificates, the ultimate receipt by holders of all payments of principal to which they are entitled on or before the applicable rated final distribution date. Certain nationally recognized statistical rating organizations, as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in this free writing prospectus. Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. have informed us that the “sf” designation in the ratings represents an identifier of structured finance product ratings. For additional information about this identifier, prospective investors can go to the related rating agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on those websites. Credit ratings referenced throughout this free writing prospectus are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment.

(4) For any distribution date, the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates will each be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) the lesser of a specified pass-through rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a specified percentage.

(5) The Class X-A, Class X-B and Class X-D certificates, sometimes collectively referred to as the “Class X certificates”, will not have certificate principal amounts and will not be entitled to receive distributions of principal. Interest will accrue on the Class X-A, Class X-B and Class X-D certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate principal amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component. The notional amount of the Class X-B certificates will be equal to the certificate principal amount of the Class B trust component. The notional amount of the Class X-D certificates will be equal to the certificate principal amount of the Class D certificates.

(6) The pass-through rate of the Class X-A certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component, as described in this free writing prospectus. The pass-through rate of the Class X-B certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class B trust component, as described in this free writing prospectus. The pass-through rate of the Class X-D certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class D certificates, as described in this free writing prospectus.

(7) The Class A-S, Class B and Class C certificates may be exchanged for Class PEZ certificates, and Class PEZ certificates may be exchanged for the Class A-S, Class B and Class C certificates.

15

(8) On the closing date, the issuing entity will issue the Class A-S, Class B and Class C trust components, which will have outstanding principal balances on the closing date of $51,288,000, $43,082,000 and $47,184,000, respectively. The Class A-S, Class B, Class PEZ and Class C certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust components. Each class of the Class A-S, Class B and Class C certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and Class C trust components. The Class PEZ certificates will, at all times, represent a beneficial interest in the remaining percentages of each of the outstanding principal balances of the Class A-S, Class B and Class C trust components. Following any exchange of Class A-S, Class B and Class C certificates for Class PEZ certificates or any exchange of Class PEZ certificates for Class A-S, Class B and Class C certificates, the percentage interest of the outstanding principal balances of the Class A-S, Class B and Class C trust components that is represented by the Class A-S, Class B, Class PEZ and Class C certificates will be increased or decreased accordingly. The initial certificate principal amount of each class of the Class A-S, Class B and Class C certificates shown in the table on the cover page of this free writing prospectus, in the table above and on the back cover of this free writing prospectus represents the maximum certificate principal amount of such class without giving effect to any issuance of Class PEZ certificates. The initial certificate principal amount of the Class PEZ certificates shown in the table on the cover page of this free writing prospectus, in the table above and on the back cover of this free writing prospectus is equal to the aggregate of the maximum initial certificate principal amounts of the Class A-S, Class B and Class C certificates, representing the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange. The actual certificate principal amount of any class of the Class A-S, Class B, Class PEZ and Class C certificates issued on the closing date may be less than the maximum certificate principal amount of that class and may be zero. The certificate principal amounts of the Class A-S, Class B and Class C certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the certificate principal amount of the Class PEZ certificates issued on the closing date, if any.

(9) The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates. The pass-through rates on the Class A-S, Class B and Class C trust components will at all times be the same as the pass-through rates of the Class A-S, Class B and Class C certificates, respectively.

(10) Assuming no prepayments prior to the maturity date, as applicable, for each mortgage loan and based on the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in this free writing prospectus.

(11) The initial credit support percentages set forth for the Class A-1, Class A-2, Class A-3 and Class A-AB certificates are represented in the aggregate.

(12) The initial credit support percentages for the Class C and Class PEZ certificates are equal to the initial credit support percentage of the underlying Class C trust component.

(13) The Class R certificates will not have a certificate principal amount, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interests in each of two separate REMICs, as further described in this free writing prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

The Class E, Class F, Class G and Class R certificates are not offered by this free writing prospectus.

16

Summary of Free Writing Prospectus

The following is only a summary. Detailed information appears elsewhere in this free writing prospectus and in the accompanying prospectus. That information includes, among other things, detailed mortgage loan information and calculations of cash flows on the offered certificates. To understand all of the terms of the offered certificates, read carefully this entire document and the accompanying prospectus. See “Index of Significant Definitions” in this free writing prospectus and “Index of Defined Terms” in the prospectus for definitions of capitalized terms.

Title, Registration and Denomination of Certificates

The certificates to be issued are known as the GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1. The offered certificates will be issued in book-entry form through The Depository Trust Company, or DTC, and its participants. You may hold your certificates through (i) DTC in the United States or (ii) Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System in Europe. Transfers within DTC, Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems. See “Description of the Offered Certificates—Delivery, Form, Transfer and Denomination” in this free writing prospectus and “Description of the Certificates—General” in the prospectus. All the offered certificates will be issued in registered form without coupons. The offered certificates (other than the Class X-A, Class X-B and Class X-D certificates) that are initially offered and sold will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A, Class X-B and Class X-D certificates will be issued in minimum denominations of authorized initial notional amount of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

Transaction Parties and Significant Dates, Events and Periods

Issuing Entity	GS Mortgage Securities Trust 2015-GS1, a New York common law trust to be established on the closing date of the securitization under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Issuing Entity” in this free writing prospectus.
Depositor	GS Mortgage Securities Corporation II, a Delaware corporation. As depositor, GS Mortgage Securities Corporation II will acquire the mortgage loans from the sponsors and transfer them to the issuing entity. The depositor’s address is 200 West Street, New York, New York 10282 and its telephone number is (212) 902-1000. See “Transaction Parties—The Depositor” in this free writing prospectus and “The Depositor” in the prospectus.
Sponsors	The mortgage loans will be sold to the depositor by the following sponsors, which have organized and initiated the transaction in which the certificates will be issued:
	·	Goldman Sachs Mortgage Company, a New York limited partnership (84.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date); and
	·	Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership (16.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date).
	See “Transaction Parties—The Sponsors” in this free writing prospectus.

17

Originators The mortgage loans were originated by the entities set forth in the following chart:

Originator	Sponsor	Number of Mortgage Loans	% of Initial Pool Balance
Goldman Sachs Mortgage Company(1)	Goldman Sachs Mortgage Company	24	80.2%
Cantor Commercial Real Estate Lending, L.P	Cantor Commercial Real Estate Lending, L.P.	14	16.0
GS Commercial Real Estate LP	Goldman Sachs Mortgage Company	1	3.8
Total		39	100.0%

(1) The mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Element LA, representing approximately 8.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a whole loan that was co-originated by Goldman Sachs Mortgage Company and Cantor Commercial Real Estate Lending, L.P. Such mortgage loan will be sold to the Depositor by Goldman Sachs Mortgage Company.

	See “Transaction Parties—The Originators” in this free writing prospectus.
Trustee	Wilmington Trust, National Association, a national banking association. The corporate trust offices of Wilmington Trust, National Association are located at 1100 North Market Street, Wilmington, Delaware 19890. Following the transfer of the underlying mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record with respect to each mortgage loan (but not the Element LA mortgage loan or the non-serviced loans (as discussed under “—The Mortgage Loans—The Whole Loans” below)) transferred to the issuing entity. In addition, subject to the terms of the pooling and servicing agreement, the trustee will be primarily responsible for back-up advancing.
	The mortgagee of record with respect to the 590 Madison Avenue whole loan is Wilmington Trust, National Association, as trustee, under the GSMS 2015-590M trust and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-590M trustee”).
	Goldman Sachs Mortgage Company and Cantor Commercial Real Estate Lending, L.P. are the current mortgagees of record with respect to the Element LA whole loan, but Goldman Sachs Mortgage Company (to the extent required by the related mortgage loan purchase agreement) will assign record title of the Element LA mortgage loan to Wilmington Trust, National Association, in its capacity as trustee under the pooling and servicing agreement for this transaction. It is expected that after the securitization of the Element LA companion loan held by Cantor Commercial Real Estate Lending, L.P. identified as Note A-1, the mortgagee of record with respect to the Element LA whole loan will be the trustee under the pooling and servicing agreement entered into in connection with such securitization (such pooling and servicing agreement referred to in this free writing prospectus as the “Element LA future PSA”, and such trustee referred to in this free writing prospectus as the “Element LA future trustee”).

18

	The mortgagee of record with respect to the Hammons Hotel Portfolio whole loan is Deutsche Bank Trust Company Americas, as trustee, under the CGCMT 2015-GC33 pooling and servicing agreement (referred to in this free writing prospectus as the “CGCMT 2015-GC33 trustee”).
	The mortgagee of record with respect to the DoubleTree Hotel Universal whole loan is U.S. Bank National Association, as trustee, under the GSMS 2015-GC34 pooling and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-GC34 trustee”).
	The GSMS 2015-590M trustee, the Element LA future trustee, the CGCMT 2015-GC33 trustee and the GSMS 2015-GC34 trustee are also each referred to in this free writing prospectus as an “Other trustee”.
	See “Transaction Parties—The Trustee” in this free writing prospectus.
Certificate Administrator	Wells Fargo Bank, National Association, a national banking association, will initially act as certificate administrator, custodian, paying agent, certificate registrar and authenticating agent. The corporate trust office of Wells Fargo Bank, National Association is located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, and its office for certificate transfer services is located at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113.
	The certificate administrator and custodian related to the 590 Madison Avenue whole loan under the GSMS 2015-590M trust and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-590M certificate administrator”) is Wells Fargo Bank, National Association.
	Initially, the certificate administrator and custodian related to the Element LA whole loan will be the current certificate administrator and custodian under the pooling and servicing agreement for this transaction. It is expected that after the securitization of the Element LA Note A-1 Companion Loan, the certificate administrator and custodian related to the Element LA whole loan will be the certificate administrator and custodian under the pooling and servicing agreement entered into in connection with such securitization, referred to in this free writing prospectus as the “Element LA future certificate administrator”.
	The certificate administrator and custodian related to the Hammons Hotel Portfolio whole loan under the CGCMT 2015-GC33 pooling and servicing agreement (referred to in this free writing prospectus as the “CGCMT 2015-GC33 certificate administrator”) is Citibank, N.A.
	The certificate administrator and custodian related to the DoubleTree Hotel Universal whole loan under the GSMS 2015-GC34 pooling and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015 GC34 certificate administrator”) is U.S. Bank National Association.

19

	The GSMS 2015-590M certificate administrator, the Element LA future certificate administrator, the CGCMT 2015-GC33 certificate administrator and the GSMS 2015-GC34 certificate administrator are also each referred to in this free writing prospectus as an “Other certificate administrator”.
	See “Transaction Parties—The Certificate Administrator” in this free writing prospectus.
Operating Advisor	Situs Holdings, LLC, a Delaware limited liability company, will act as the initial operating advisor under the pooling and servicing agreement with respect to all of the mortgage loans (other than the Element LA mortgage loan and the non-serviced loans). At any time that (i) none of the classes of Class E, Class F and Class G certificates has an outstanding certificate principal amount (as notionally reduced by appraisal reductions allocable to such class) that is at least equal to 25% of the initial certificate principal amount of that class of certificates or (ii) a control termination event is deemed to occur as described under “The Pooling and Servicing Agreement—Controlling Class Representative—General” in this free writing prospectus (each, a “Control Termination Event”), the operating advisor will generally review the special servicer’s operational practices in respect of specially serviced loans to formulate an opinion as to whether or not those operational practices generally satisfy the servicing standard with respect to the resolution and/or liquidation of specially serviced loans. In addition, at any time after the occurrence and during the continuance of a Control Termination Event, the operating advisor will consult on a non-binding basis with the special servicer with regard to certain major decisions with respect to the mortgage loans (other than with respect to the Element LA mortgage loan and the non-serviced loans) to the extent described in this free writing prospectus and provided in the pooling and servicing agreement.
	At any time after the occurrence and during the continuance of a Control Termination Event, the operating advisor will be required to review certain operational activities related to specially serviced loans in general on a platform-level basis. Based on the operating advisor’s review of certain information described in this free writing prospectus, the operating advisor will be required (if any mortgage loans (other than the Element LA mortgage loan and the non-serviced loans) were specially serviced loans during the prior calendar year) to prepare an annual report to be provided to the trustee and the certificate administrator (and made available through the certificate administrator’s website) setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a platform-level basis with respect to the resolution or liquidation of specially serviced loans. Notwithstanding the foregoing, no operating advisor annual report will be required from the operating advisor with respect to the special servicer if during the prior calendar year no asset status report was prepared by the special servicer in connection with a specially serviced loan or REO property.
	At any time that (i) none of the classes of Class E, Class F and Class G certificates has an outstanding certificate principal

20

amount, without regard to the application of any appraisal reductions, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates or (ii) a consultation termination event is deemed to occur as described under “The Pooling and Servicing Agreement—Controlling Class Representative—General” in this free writing prospectus (each, a “Consultation Termination Event”), the operating advisor (other than with respect to the Element LA whole loan) may recommend the replacement of the special servicer if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus.

In addition, if none of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C or Class D certificates are outstanding, then the controlling class representative may terminate all of the rights and obligations of the operating advisor under the pooling and servicing agreement (other than any rights or obligations that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights that arose out of events that occurred prior to such termination) without the payment of any termination fee, provided, however, that the operating advisor will continue to receive the operating advisor fee until the termination of the trust fund.

If none of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C or Class D certificates are outstanding, then the operating advisor may resign from its obligations and duties under the pooling and servicing agreement without payment of any penalty. No successor operating advisor will be required to be appointed in connection with, or as a condition to, such resignation.

Additionally, if the holders of at least 15% of the voting rights of the certificates other than the Class X and Class R certificates (but only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, equal to or greater than 25% of the initial certificate principal amount of such class, as reduced by payments of principal, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose) request a vote to replace the operating advisor, then the operating advisor may be replaced by the holders of more than 50% of the voting rights of the certificates other than the Class X and Class R certificates (but only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, equal to or greater than 25% of the initial certificate principal amount of such class, as reduced by payments of principal, and considering each class of the Class A-S, Class B and Class C certificates

21

	together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose) that exercise their right to vote; provided that holders of at least 50% of the voting rights of such certificates exercise their right to vote. See “The Pooling and Servicing Agreement—Operating Advisor—Termination of the Operating Advisor Without Cause” in this free writing prospectus.
	It is expected that after the securitization of the Element LA Note A-1 Companion Loan, the operating advisor related to the Element LA whole loan will be the operating advisor under the pooling and servicing agreement entered into in connection with such securitization, referred to in this free writing prospectus as the “Element LA future operating advisor”.
	The operating advisor related to the Hammons Hotel Portfolio whole loan under the CGCMT 2015-GC33 pooling and servicing agreement (referred to in this free writing prospectus as the “CGCMT 2015-GC33 operating advisor”) is Situs Holdings, LLC.
	The operating advisor related to the DoubleTree Hotel Universal whole loan under the GSMS 2015-GC34 pooling and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-GC34 operating advisor”) is Pentalpha Surveillance LLC.
	The Element LA future operating advisor (if any), the CGCMT 2015-GC33 operating advisor and the GSMS 2015-GC34 operating advisor are also each referred to in this free writing prospectus as an “Other operating advisor”. There is no operating advisor or similar party with respect to the 590 Madison Avenue whole loan.
	For additional information regarding the responsibilities of the operating advisor, see “The Pooling and Servicing Agreement—Operating Advisor”,“Description of the Mortgage Pool—The Whole Loans” and “Transaction Parties—The Operating Advisor” in this free writing prospectus.
Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association, a national banking association. Except as otherwise described below with respect to the non-serviced loans, the master servicer will initially service all of the mortgage loans and the serviced companion loan (as discussed under “—The Mortgage Loans—The Whole Loans” below) either directly or through a primary or sub-servicer pursuant to the pooling and servicing agreement. The principal servicing offices of Midland Loan Services, a Division of PNC Bank, National Association are located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.
	The primary servicer of the 590 Madison Avenue whole loan under the GSMS 2015-590M trust and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-590M master servicer”) is Wells Fargo Bank, National Association.

22

	Initially, the master servicer related to the Element LA whole loan will be the master servicer under the pooling and servicing agreement for this transaction. It is expected that after the securitization of the Element LA Note A-1 Companion Loan, the Element LA whole loan will be master serviced by a master servicer designated in the pooling and servicing agreement entered into in connection with that securitization, referred to in this free writing prospectus as the “Element LA future master servicer”.
	The primary servicer of the Hammons Hotel Portfolio whole loan under the CGCMT 2015-GC33 pooling and servicing agreement (referred to in this free writing prospectus as the “CGCMT 2015 GC33 master servicer”) is Wells Fargo Bank, National Association.
	The primary servicer of the DoubleTree Hotel Universal whole loan under the GSMS 2015-GC34 pooling and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015 GC34 master servicer”) is Wells Fargo Bank, National Association.
	The GSMS 2015-590M master servicer, the Element LA future master servicer, the CGCMT 2015-GC33 master servicer and the GSMS 2015-GC34 master servicer are also each referred to in this free writing prospectus as an “Other master servicer”.
	See “Transaction Parties—Servicers—The Master Servicer” and “—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses”in this free writing prospectus.
Primary Servicer	Berkeley Point Capital LLC, a Delaware limited liability company, will act as primary servicer with respect to the Element LA mortgage loan, representing approximately 8.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. See “Transaction Parties—Servicers—The Primary Servicer” in this free writing prospectus. The principal executive offices of Berkeley Point are located at 4550 Montgomery Avenue, Suite 1100, Bethesda, Maryland 20814 and principal servicing office of Berkeley Point is located at One Beacon Street, 14th Floor, Boston, Massachusetts 02108 and its telephone number is (877) 526-3562.
Special Servicer	Wells Fargo Bank, National Association, a national banking association, will be the initial special servicer with respect to all of the mortgage loans (other than the non-serviced loans and any excluded special servicer loan) and the serviced companion loans pursuant to the pooling and servicing agreement. Wells Fargo Bank, National Association was appointed to be the special servicer at the request of the initial controlling class representative, which is expected to be Eightfold Real Estate Capital Fund IV, L.P., or its affiliate. Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, is expected to purchase the Class E, Class F and Class G certificates (and may purchase certain other classes of certificates). The principal west coast commercial mortgage special servicing offices of Wells Fargo Bank, National Association, are located at MAC-A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal

23

east coast commercial mortgage special servicing offices of Wells Fargo Bank, National Association are located at MAC-D1086-120, 550 South Tryon Street, Charlotte, North Carolina 28202.
The special servicer of the 590 Madison Avenue whole loan under the GSMS 2015-590M trust and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-590M special servicer”) is AEGON USA Realty Advisors, LLC.
Initially, the special servicer related to the Element LA whole loan, if necessary, will be the current special servicer under the pooling and servicing agreement for this transaction. It is expected that after the securitization of the Element LA Note A-1 Companion Loan, the Element LA whole loan will be specially serviced, if necessary, under, and by the special servicer designated in, the related pooling and servicing agreement entered into in connection with such securitization, referred to in this free writing prospectus as the “Element LA future special servicer”.
The special servicer of the Hammons Hotel Portfolio whole loan under the CGCMT 2015-GC33 pooling and servicing agreement (referred to in this free writing prospectus as the “CGCMT 2015 GC33 special servicer”) is LNR Partners, LLC.
The special servicer of the DoubleTree Hotel Universal whole loan under the GSMS 2015-GC34 pooling and servicing agreement (referred to in this free writing prospectus as the “GSMS 2015-GC34 special servicer”) is Midland Loan Services, a Division of PNC Bank, National Association.
The CGCMT 2015-GC33 special servicer, the GSMS 2015-GC34 special servicer, the Element LA future special servicer and the GSMS 2015-590M special servicer are also each referred to in this free writing prospectus as an “Other special servicer”.
See “Transaction Parties—Servicers—The Special Servicer” and “—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this free writing prospectus.
The special servicer under the pooling and servicing agreement may be removed, with or without cause, and a successor special servicer appointed, from time to time, as follows:
·	prior to the occurrence and continuance of a Control Termination Event, the special servicer may be replaced by the controlling class representative (other than with respect to the Element LA whole loan);
·	after the occurrence and during the continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the certificates (other than the Class R certificates) may request a vote to replace the special servicer (other than with respect to the Element LA whole loan). The subsequent vote may result in the termination and replacement of the special servicer if within 180 days of the

24

	initial request for that vote the holders of (a) at least 75% of the voting rights of the certificates (other than the Class R certificates) or (b) more than 50% of the voting rights of each class of certificates other than any Class X and Class R certificates (but only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, equal to or greater than 25% of the initial certificate principal amount of such class, as reduced by payments of principal, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose) vote affirmatively to so replace; and
·	at any time, solely with respect to the Element LA whole loan, by the holder of the Element LA companion loan (or its representative).
Additionally, at any time after the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of such special servicer (other than with respect to the Element LA whole loan). In connection with such a recommendation, the special servicer would be replaced if, within 180 days of the initial request for that vote, the holders of more than 50% of the voting rights of each class of certificates other than any Class X and Class R certificates (but only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, equal to or greater than 25% of the initial certificate principal amount of such class, as reduced by payments of principal, and considering each of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “Class” for such purpose), vote affirmatively to so replace. Further, in the case of the South Plains Mall mortgage loan, Westin Boston Waterfront mortgage loan, Glenbrook Square mortgage loan and GSA Portfolio mortgage loan, if a servicer termination event on the part of the special servicer affects the related serviced companion loan that is part of the serviced whole loan, the holder of the serviced companion loan or the rating on a class of securities backed by the serviced companion loan, then at the direction of the holder of the serviced companion loan, the trustee will be required to terminate the special servicer solely with respect to the related serviced whole loan, as further described under “The Pooling and Servicing Agreement—Servicer Termination Events” and “—Rights Upon Servicer Termination Event” in this free writing prospectus. Each Other PSA (as identified under “—The Mortgage Loans—The Whole Loans” below) provides for the potential replacement of the related other special servicer under certain circumstances by

25

	parties related to the applicable other securitization and over which the holders of the offered certificates have no control.
	If the special servicer has obtained knowledge that it has become affiliated with, or otherwise has certain relationships with, the borrower (i.e. is a “borrower party”) with respect to any mortgage loan serviced under the pooling and servicing agreement for this securitization (referred to as an “excluded special servicer loan”), then such special servicer will be required to resign as special servicer of that excluded special servicer loan. Prior to the occurrence and continuance of a Control Termination Event, the controlling class representative will be entitled to appoint a separate special servicer that is not a borrower party (referred to as an “excluded special servicer”) with respect to any excluded special servicer loan, unless such excluded special servicer loan is also an excluded loan and other than with respect to the Element LA whole loan. At any time after the occurrence and during the continuance of a Control Termination Event or if an excluded special servicer loan is also an excluded loan (as described under “—Controlling Class Representative” below), the resigning special servicer will be required to use reasonable efforts to appoint the excluded special servicer (other than with respect to the Element LA whole loan). In the event the Element LA whole loan is an excluded special servicer loan, the related companion loan holder (or its representative) will be entitled to appoint an excluded special servicer with respect to such excluded special servicer loan. See “—Controlling Class Representative” below and “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus. Any excluded special servicer will be required to perform all of the obligations of the applicable special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan.
	See “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus for a discussion of the serviced whole loans and the serviced companion loans. See also “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus.
Controlling Class Representative	The controlling class representative will be the controlling class certificateholder or representative selected by more than 50% of the controlling class certificateholders (by certificate principal amount). No person may exercise any of the rights and powers of the controlling class representative with respect to an excluded loan.
	An “excluded loan” is a mortgage loan or whole loan with respect to which the controlling class representative or holders of more than 50% of the controlling class of certificates (by certificate principal amount) is (are) a borrower party, as further described in “Description of the Offered Certificates—Voting Rights” in this free writing prospectus.
	The controlling class is the most subordinate class of the Class E, Class F and Class G certificates that has an

26

outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates. See “Description of the Offered Certificates—Voting Rights” in this free writing prospectus. No other class of certificates will be eligible to act as the controlling class or appoint a controlling class representative.

So long as a Control Termination Event does not exist, the controlling class representative will have certain consent and consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters.

After the occurrence and during the continuance of a Control Termination Event, the consent rights of the controlling class representative will terminate, and the controlling class representative will retain consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters.

After the occurrence and during the continuance of a Consultation Termination Event, all of these rights of the controlling class representative will terminate. See “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus.

Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, is expected to purchase the Class E, Class F and Class G certificates (and may purchase certain other classes of certificates) and, on the closing date, be appointed the initial controlling class representative.

So long as a Control Termination Event does not exist, (i) the special servicer may, at the direction of the controlling class representative, take actions with respect to the servicing of the mortgage loans (other than with respect to the non-serviced loans and the Element LA mortgage loan) that could adversely affect the holders of some or all of the classes of certificates, (ii) the special servicer may be removed as and to the extent described above under “—Special Servicer” and (iii) with respect to any excluded special servicer loan (that is not also an excluded loan and other than with respect to the Element LA whole loan), if any, the controlling class representative will be entitled to appoint an excluded special servicer with respect to such mortgage loan. Furthermore, the controlling class representative may have interests in conflict with those of the holders of the offered certificates. See “Risk Factors—Potential Conflicts of Interest of the Controlling Class Representative and the Companion Loan Holders” in this free writing prospectus.

With respect to the non-serviced loans secured by the mortgaged properties or portfolio of mortgaged properties identified on Annex A to this free writing prospectus as 590 Madison Avenue, Hammons Hotel Portfolio and DoubleTree Hotel Universal, the controlling class representative prior to a Consultation Termination Event will have limited consultation rights with the related Other special servicer, as provided for in the related co-lender agreement and as described under

27

“Description of the Mortgage Pool—The Whole Loans—The 590 Madison Avenue Whole Loan”, “—The Hammons Hotel Portfolio Whole Loan”, “—The DoubleTree Hotel Universal Whole Loan” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

With respect to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Element LA, the controlling class representative prior to a Consultation Termination Event will have limited consultation rights with the special servicer (prior to the securitization of the Element LA Note A-1 Companion Loan) and the related Other special servicer (after the securitization of the Element LA Note A-1 Companion Loan), as provided for in the related co-lender agreement and as described under “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Notwithstanding anything to the contrary described in this free writing prospectus, at any time when the Class E certificates are the controlling class certificates, the holder of more than 50% of the controlling class certificates (by certificate principal amount) may waive its right to act as or appoint a controlling class representative and to exercise any of the rights of the controlling class representative or cause the exercise of any of the rights of the controlling class representative set forth in the pooling and servicing agreement, by irrevocable written notice delivered to the depositor, certificate administrator, trustee, master servicer, special servicer and operating advisor. Any such waiver will remain effective with respect to such holder and the Class E certificates until such time as that certificateholder has (i) sold a majority of the Class E certificates (by outstanding certificate principal amount) to an unaffiliated third party and (ii) certified to the depositor, certificate administrator, trustee, master servicer, special servicer and operating advisor that (a) the transferor retains no direct or indirect voting rights with respect to the Class E certificates that it does not own, (b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains no direct or indirect controlling interest in the Class E certificates. Following any such transfer, the successor holder of more than 50% of the Class E certificates (by outstanding certificate principal amount), if the Class E certificates are the controlling class certificates, will again have the rights of the controlling class representative as described in this free writing prospectus without regard to any prior waiver by the predecessor certificateholder. The successor certificateholder will also have the right to irrevocably waive its right to act as or appoint a controlling class representative or to exercise any of the rights of the controlling class representative or cause the exercise of any of the rights of the controlling class representative. No successor certificateholder described above will have any consent rights with respect to any mortgage loan that became a specially serviced loan prior to its acquisition of a majority of the Class E certificates that had not also become a corrected loan prior to such acquisition until such mortgage loan becomes a corrected loan.

28

	Whenever such an “opt-out” by a controlling class certificateholder is in effect:
	·	a Control Termination Event and a Consultation Termination Event will both be deemed to have occurred and continue; and
	·	the rights of the holder of more than 50% of the Class E certificates (by outstanding certificate principal amount), if they are the controlling class certificates, to act as or appoint a controlling class representative and the rights of the controlling class representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect).
Companion Loan Holders	As further described under “—The Mortgage Loans—The Whole Loans” below, the mortgage loans secured by the mortgaged properties or portfolios of mortgaged properties identified on Annex A to this free writing prospectus as 590 Madison Avenue, South Plains Mall, Westin Boston Waterfront, Element LA, Glenbrook Square, Hammons Hotel Portfolio, GSA Portfolio and DoubleTree Hotel Universal and representing approximately 12.2%, 8.5%, 8.5%, 8.5%, 7.3%, 5.5%, 3.3% and 2.4%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are each part of a split loan structure comprised of two or more loans secured by the same mortgage(s) on the same portfolio of mortgaged properties or mortgaged property: (i) the mortgage loan included in the issuing entity; (ii) one or more “pari passu companion loans” that are held outside the issuing entity and that are pari passu in right of payment to the related mortgage loan included in the issuing entity; and (iii) in the case of the 590 Madison Avenue mortgage loan, one “subordinate companion loan” that is held outside the issuing entity and that is generally subordinate in right of payment to the related mortgage loan included in the issuing entity and to the related pari passu companion loans. With respect to each such mortgaged property or portfolio of mortgaged properties, the related companion loan(s), together with the related mortgage loan included in the issuing entity, is referred to as a “whole loan”.
	In connection with each of the foregoing whole loans, a co-lender agreement was executed between the holder of the related mortgage loan and the holder(s) of the related companion loan(s) that governs the relative rights and obligations of such holders. Each co-lender agreement provides, among other things, that one of the holders will be the “directing holder” entitled to (i) approve or direct material servicing decisions involving the related whole loan and (ii) replace the special servicer with respect to such whole loan as described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus. The directing holder for each whole loan under the related co-lender agreement is (i) in the case of the 590 Madison Avenue whole loan, the trustee under the GSMS 2015-590M TSA (whose rights are expected to be exercised by the related controlling class representative or similar party under

29

the GSMS 2015-590M TSA unless a control termination event or similar event thereunder has occurred and is continuing); (ii) in the case of the South Plains Mall whole loan, the Westin Boston Waterfront whole loan, the Glenbrook Square whole loan and the GSA Portfolio whole loan, the trustee as holder of the related mortgage loan, whose rights will, in accordance with the pooling and servicing agreement, be exercised by the controlling class representative unless a Control Termination Event has occurred and is continuing; (iii) in the case of the Element LA whole loan, the holder of the related pari passu companion loan identified as Note A-1, which as of the closing date is expected to be Cantor Commercial Real Estate Lending, L.P., as described under “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan”, and which holder’s rights, after the expected securitization of such pari passu companion loan, are expected to be exercised by the related controlling class representative or similar party under the related Other PSA unless a control termination event or similar event under the related Other PSA has occurred and is continuing; and (iv) in the case of the Hammons Hotel Portfolio whole loan and the DoubleTree Hotel Universal whole loan, the holder of the applicable related pari passu companion loan identified as Note A-1 (whose rights are expected to be exercised by the related controlling class representative or similar party under the related Other PSA unless a control termination event or similar event under the related Other PSA has occurred and is continuing).

In addition, with respect to the serviced whole loans, the related co-lender agreement provides, among other things, that the special servicer will be required (i) to provide the related companion loan holder (or its representative) copies of all information that it is required to provide to the controlling class representative pursuant to the pooling and servicing agreement with respect to certain major decisions or the implementation of any recommended actions outlined in an asset status report relating to such whole loan (within the same time frames such information would be provided to the controlling class representative and without regard to the occurrence of a Control Termination Event or Consultation Termination Event), and (ii) upon request, to consult with the related companion loan holder (or its representative) on a strictly non-binding basis and for a limited period of time and to consider alternative actions recommended by the related companion loan holder (or its representative), as further described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

The controlling class representative and each holder of a companion loan may have interests in conflict with those of the holders of the offered certificates. See “Risk Factors—Potential Conflicts of Interest of the Controlling Class Representative and the Companion Loan Holders” in this free writing prospectus.

The serviced companion loan (as discussed under “—The Mortgage Loans—The Whole Loans” below) will be serviced under the pooling and servicing agreement for this securitization by the master servicer and the special servicer (subject to

30

	replacement as described above). Neither the serviced companion loan holders nor the serviced companion loan holders’ representatives will be a party to the pooling and servicing agreement, but their rights may affect the servicing of the related mortgage loans. See “Risk Factors—The Serviced Whole Loans Pose Special Risks” and “—Potential Conflicts of Interest of the Controlling Class Representative and the Companion Loan Holders” and “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus.
Significant Affiliations
and Relationships	Certain parties to this securitization transaction, as described under “Transaction Parties—Affiliates and Certain Relationships—Transaction Party and Related Party Affiliations” in this free writing prospectus, may:
	·	serve in multiple capacities with respect to this securitization transaction (or any securitization transaction containing one or more companion loans);
	·	be affiliated with other parties to this securitization transaction (or any securitization transaction containing one or more companion loans), a controlling class certificateholder, the holder of a companion loan or any securities backed in whole or in part by a companion loan and/or the controlling class representative; or
	·	be affiliated with borrowers and/or guarantors under certain of the mortgage loans being included in this securitization transaction.
	In addition, certain parties to this securitization transaction or their respective affiliates may otherwise have financial relationships with other parties to this securitization transaction. Such relationships may include, without limitation:
	·	serving as warehouse lender to one or more of the sponsors and/or originators of this securitization transaction through a repurchase facility or otherwise (including with respect to certain mortgage loans to be contributed to this securitization transaction), where the proceeds received by such sponsor(s) and/or originators in connection with the contribution of mortgage loans to this securitization transaction will be applied to, among other things, reacquire the financed mortgage loans from the repurchase counterparty or other warehouse provider (see “Transaction Parties—Affiliates and Certain Relationships—Warehouse Financing Arrangements” in this free writing prospectus);
	·	serving as interim servicer for one or more of the sponsors and/or originators of this securitization transaction (including with respect to certain mortgage loans to be contributed by such sponsor(s) and/or originators to this securitization transaction) (see “Transaction Parties—Affiliates and Certain Relationships—Interim Servicing Arrangements” in this free writing prospectus);

31

	·	serving as interim custodian for one or more of the sponsors and/or originators of this securitization transaction (including with respect to certain mortgage loans to be contributed by such sponsor(s) and/or originators to this securitization transaction) (see “Transaction Parties—Affiliates and Certain Relationships—Interim and Other Custodial Arrangements” in this free writing prospectus); and/or
	·	performing due diligence services prior to the securitization closing date for one or more sponsors, a controlling class certificateholder or the controlling class representative with respect to certain of the mortgage loans to be contributed to this securitization transaction (see “Transaction Parties—Affiliates and Certain Relationships—Due Diligence” in this free writing prospectus).
	In addition, certain of the sponsors to this securitization transaction or their affiliates may hold mezzanine debt, a companion loan or other additional debt related to one or more of the mortgage loans to be included by such sponsor in this securitization transaction, and as such may have certain rights relating to the related mortgage loan(s) and/or whole loan(s), as described under “Transaction Parties—Affiliates and Certain Relationships—Whole Loan and Mezzanine Loan Arrangements” in this free writing prospectus.
	Each of the foregoing relationships, to the extent applicable, is described under “Transaction Parties—Affiliates and Certain Relationships” in this free writing prospectus.
	These roles and other potential relationships may give rise to conflicts of interest as further described under “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this free writing prospectus.
Significant Obligor	The mortgaged property identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a “significant obligor” (as such term is used in Items 1101 and 1112 of Regulation AB under the Securities Act of 1933, as amended) with respect to this offering. See “Description of the Mortgage Pool—Significant Obligor” in this free writing prospectus and “Structural and Collateral Term Sheet—590 Madison Avenue” in Annex B to this free writing prospectus.
Cut-off Date	With respect to each mortgage loan, the due date in November 2015 for that mortgage loan (or, in the case of any mortgage loan that has its first due date in December 2015, the date that would have been its due date in November 2015 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month).
Closing Date	On or about December 1, 2015.

32

Distribution Date	The certificate administrator will make distributions on the certificates, to the extent of available funds, on the 4th business day following the related determination date of each month, beginning in December 2015, to the holders of record at the end of the previous month. The first distribution date will be December 11, 2015.
Determination Date	The 6th day of the calendar month of the related distribution date or, if the 6th day is not a business day, the next business day.
Expected Final Distribution Date		Class A 1	November 2020
		Class A-2	October 2025
		Class A-3	November 2025
		Class A-AB	September 2025
		Class X-A	November 2025
		Class X-B	November 2025
		Class A-S	November 2025
		Class B	November 2025
		Class PEZ	November 2025
		Class C	November 2025
		Class D	November 2025
		Class X-D	November 2025
	The expected final distribution date for each class of offered certificates is the date on which that class is expected to be paid in full (or, in the case of any class of the Class X-A, Class X-B and Class X-D certificates, the date on which the related notional amount is reduced to zero), assuming no delinquencies, losses, modifications, extensions or accelerations of maturity dates, and no repurchases or prepayments of the mortgage loans after the initial issuance of the offered certificates, and otherwise based on the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in this free writing prospectus.
	The expected final distribution date with respect to each class of the Class A-S, Class B, Class PEZ and Class C certificates assumes that the maximum certificate principal amount of that class of certificates will be issued on the closing date and there were no subsequent exchanges of certificates.
Rated Final Distribution Date	As to each class of offered certificates, the distribution date in November 2048.
Collection Period	For any mortgage loan and any distribution date, the period commencing on the day immediately following the due date (without regard to grace periods) for that mortgage loan in the month preceding the month in which the applicable distribution date occurs and ending on and including the due date (without regard to grace periods) for that mortgage loan in the month in which that distribution date occurs.
Transaction Overview	On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. That common law trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be dated as of November 1, 2015, among the depositor, the master servicer,

33

	the special servicer, the operating advisor, the certificate administrator and the trustee. The master servicer will service the mortgage loans and the serviced companion loans (other than the specially serviced loans and the non-serviced loans) in accordance with the pooling and servicing agreement and provide information to the certificate administrator as necessary for the certificate administrator to calculate distributions and other information regarding the certificates.
	The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the certificates are illustrated below:
	The Mortgage Loans
General	The issuing entity’s primary assets will be 39 fixed rate mortgage loans with an aggregate outstanding principal balance as of the cut-off date of $820,603,933. The mortgage loans are secured by first liens on 69 commercial, multifamily and manufactured housing community properties located in 24 states. See “Risk Factors—Commercial, Multifamily and Manufactured Housing Community Lending Is Dependent on Net Operating Income” in this free writing prospectus.
Fee Simple / Leasehold	Sixty-four (64) mortgaged properties, representing approximately 87.0% of the aggregate principal balance of the pool of mortgage loans, by allocated loan amount, as of the cut-off date, are each subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a fee simple estate in the entirety of those mortgaged properties. For purposes of this free writing prospectus, an encumbered interest will be characterized as a “fee interest” and not a leasehold interest if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not, individually or in the aggregate, material to the use or operation of the mortgaged property unless otherwise covered by clause (ii) below), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the

34

	borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property. Three (3) mortgaged properties, representing approximately 3.9% of the aggregate principal balance of the pool of mortgage loans by allocated loan amount, as of the cut-off date, are each subject to a security instrument that creates a first mortgage lien on the borrower’s (i) leasehold interest in one portion of that mortgaged property and (ii) fee interest in the remainder of the mortgaged property. Two (2) mortgaged properties, representing approximately 9.1% of the aggregate principal balance of the pool of mortgage loans, by allocated loan amount, as of the cut-off date, are each subject to a security instrument that creates a first mortgage lien on the borrower’s leasehold interest in the related mortgaged property.
The Whole Loans	The portfolios of mortgaged properties or mortgaged properties identified on Annex A to this free writing prospectus, 590 Madison Avenue, South Plains Mall, Westin Boston Waterfront, Element LA, Glenbrook Square, Hammons Hotel Portfolio, GSA Portfolio and DoubleTree Hotel Universal, representing approximately 12.2%, 8.5%, 8.5%, 8.5%, 7.3%. 5.5%, 3.3% and 2.4%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are each part of a split loan structure comprised of a mortgage loan and one or more related pari passu companion loans (and, in the case of the 590 Madison Avenue mortgage loan, one subordinate companion loan), which companion loan(s) will not be included in the mortgage pool.
	Certain information regarding the whole loans described above is identified in the following table:
	Mortgage Loan Name		Mortgage Loan Cut-off Date Balance	Mortgage Loan as a  % of Initial Pool Balance	Companion Loan Cut-off Date Balance	Whole Loan Cut-off Date Balance
	590 Madison Avenue(1)		$100,000,000	12.2%	$550,000,000	$650,000,000
	South Plains Mall		$70,000,000	8.5%	$130,000,000	$200,000,000
	Westin Boston Waterfront		$70,000,000	8.5%	$135,000,000	$205,000,000
	Element LA		$70,000,000	8.5%	$98,000,000	$168,000,000
	Glenbrook Square		$60,000,000	7.3%	$102,000,000	$162,000,000
	Hammons Hotel Portfolio		$45,146,314	5.5%	$205,079,002	$250,225,315
	GSA Portfolio		$27,384,375	3.3%	$27,384,375	$54,768,750
	DoubleTree Hotel Universal		$19,478,787	2.4%	$31,465,734	$50,944,521
	(1)	The 590 Madison Avenue mortgage loan has two pari passu companion loans with an aggregate outstanding principal balance as of the cut-off date of $269,366,000 and one subordinate companion loan with an aggregate outstanding principal balance as of the cut-off date of $280,634,000.
	The mortgaged property identified on Annex A to this free writing prospectus as 590 Madison Avenue secures (i) one mortgage loan (the “590 Madison Avenue mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $100,000,000, representing approximately 12.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, (ii) a pari passu companion loan with an aggregate outstanding principal balance as of the cut-off date of $169,366,000, which is not included in the issuing entity and is expected to be securitized in connection with the GSMS 2015-590M transaction, (iii) a pari passu companion loan with an outstanding principal balance as of the cut-off date of $100,000,000, which is not included in the issuing entity, is

35

currently held by Goldman Sachs Mortgage Company, a sponsor and an originator, and is expected to be contributed to one or more future securitization trusts, and (iv) a subordinate companion loan with an outstanding principal balance as of the cut-off date of $280,634,000, which is not included in the issuing entity and is expected to be securitized in connection with GSMS 2015-590M transaction. Each pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan”. The subordinate companion loan described above in this paragraph is referred to in this free writing prospectus as a “subordinate companion loan”, a “companion loan” and a “non-serviced companion loan”. The 590 Madison Avenue mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other and generally senior in right of payment to the related subordinate companion loan to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “590 Madison Avenue whole loan”, a “whole loan” and a “non-serviced whole loan”. The 590 Madison Avenue whole loan is expected to be serviced by the GSMS 2015-590M master servicer and the GSMS 2015-590M special servicer under the GSMS 2015-590M trust and servicing agreement (referred to as the “GSMS 2015-590M TSA” in this free writing prospectus).

The mortgaged property identified on Annex A to this free writing prospectus as South Plains Mall secures (i) one mortgage loan (the “South Plains Mall mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $70,000,000, representing approximately 8.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and (ii) two pari passu companion loans, which are not included in the issuing entity, with an aggregate outstanding principal balance as of the cut-off date of $130,000,000, which are currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and are expected to be contributed to one or more future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The South Plains Mall mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “South Plains Mall whole loan”, a “serviced whole loan” and a “whole loan”.

The mortgaged property identified on Annex A to this free writing prospectus as Westin Boston Waterfront secures (i) one mortgage loan (the “Westin Boston Waterfront mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $70,000,000, representing approximately 8.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and (ii) two pari passu companion loans, which are not included in the issuing entity, with an

36

aggregate outstanding principal balance as of the cut-off date of $135,000,000, which are currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and are expected to be contributed to one or more future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The Westin Boston Waterfront mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “Westin Boston Waterfront whole loan”, a “serviced whole loan” and a “whole loan”.

The mortgaged property identified on Annex A to this free writing prospectus as Element LA secures (i) one mortgage loan (the “Element LA mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $70,000,000, representing approximately 8.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, (ii) a pari passu companion loan identified as Note A-1 (the “Element LA Note A-1 Companion Loan”), which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $84,000,000, which is currently held by Cantor Commercial Real Estate Lending, L.P., and is expected to be contributed to one or more future securitization trusts and (iii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $14,000,000, which is currently held by Goldman Sachs Mortgage Company, and is expected to be contributed to one or more future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “companion loan”, a “serviced companion loan” (prior to the securitization of the Element LA Note A-1 Companion Loan), and a “non-serviced companion loan” (after the securitization of the Element LA Note A-1 Companion Loan). The Element LA mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “Element LA whole loan”, a “whole loan”, a “serviced whole loan” (prior to the securitization of the Element LA Note A-1 Companion Loan), and a “non-serviced whole loan” (after the securitization of the Element LA Note A-1 Companion Loan). After the securitization of the Element LA Note A-1 Companion Loan, the Element LA whole loan will be serviced pursuant to the pooling and servicing agreement related to such other securitization and the related co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans”.

The mortgaged property identified on Annex A to this free writing prospectus as Glenbrook Square secures (i) one mortgage loan (the “Glenbrook Square mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of

37

$60,000,000, representing approximately 7.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and (ii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $102,000,000, which is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. The pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The Glenbrook Square mortgage loan and the related pari passu companion loan are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “Glenbrook Square whole loan”, a “serviced whole loan” and a “whole loan”.

The portfolio of mortgaged properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio secures (i) one mortgage loan (the “Hammons Hotel Portfolio mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $45,146,314, representing approximately 5.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, (ii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $99,770,859, which was securitized in connection with the issuance of the Citigroup Commercial Mortgage Trust 2015-GC33 Commercial Mortgage Pass-Through Certificates, Series 2015-GC33 (the “CGCMT 2015-GC33 transaction”), (iii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $72,333,873, which was securitized in connection with the issuance of the GS Mortgage Securities Trust 2015-GC34 Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the “GSMS 2015-GC34 transaction”) and (iv) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $32,974,269, currently held by Goldman Sachs Mortgage Company. Each pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan”. The Hammons Hotel Portfolio mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “Hammons Hotel Portfolio whole loan”, a “whole loan” and a “non-serviced whole loan”. The Hammons Hotel Portfolio whole loan will be serviced by the CGCMT 2015-GC33 master servicer and the CGCMT 2015-GC33 special servicer under the Citigroup Commercial Mortgage Trust 2015-GC33 pooling and servicing agreement (referred to as the “CGCMT 2015-GC33 PSA” in this free writing prospectus).

38

The portfolio of mortgaged properties identified on Annex A to this free writing prospectus as GSA Portfolio secures (i) one mortgage loan (the “GSA Portfolio mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $27,384,375, representing approximately 3.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and (ii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $27,384,375, which is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts.  The pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”.  The GSA Portfolio mortgage loan and the related pari passu companion loan are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “GSA Portfolio whole loan”, a “serviced whole loan” and a “whole loan”.

The mortgaged property identified on Annex A to this free writing prospectus as DoubleTree Hotel Universal secures (i) one mortgage loan (the “DoubleTree Hotel Universal mortgage loan”) evidenced by one note, with an outstanding principal balance as of the cut-off date of $19,478,787, representing approximately 2.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, (ii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $18,479,875, which was securitized in connection with the issuance of the GSMS 2015-GC34 transaction and (iii) a pari passu companion loan, which is not included in the issuing entity, with an outstanding principal balance as of the cut-off date of $12,985,858, currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts.  The pari passu companion loan described above in this paragraph is referred to in this free writing prospectus as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan”.  The DoubleTree Hotel Universal mortgage loan and the related pari passu companion loan are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus and are collectively referred to in this free writing prospectus as the “DoubleTree Hotel Universal whole loan”, a “whole loan” and a “non-serviced whole loan”. The DoubleTree Hotel Universal whole loan will be serviced by the GSMS 2015-GC34 master servicer and the GSMS 2015-GC34 special servicer under the GS Mortgage Securities Trust 2015-GC34 pooling and servicing agreement (referred to as the “GSMS 2015-GC34 PSA” in this free writing prospectus).

The GSMS 2015-590M TSA,  the Element LA future PSA, the CGCMT 2015-GC33 PSA and the GSMS 2015-GC34 PSA are

39

also each referred to in this free writing prospectus as an “Other PSA”.

In the case of the non-serviced whole loans, the related mortgage loans are referred to as “non-serviced loans”.

One of the 590 Madison Avenue pari passu companion loans and the related subordinate companion loan are assets in the GSMS 2015-590M securitization.  The 590 Madison Avenue mortgage loan and the related non-serviced companion loans will be serviced by the GSMS 2015-590M master servicer and the GSMS 2015-590M special servicer pursuant to the terms of the GSMS 2015-590M TSA.  Wells Fargo Bank, National Association, as the GSMS 2015-590M custodian, will hold the mortgage file for the 590 Madison Avenue whole loan pursuant to the GSMS 2015-590M TSA (other than the promissory note for the related mortgage loan, which will be held by the custodian under the pooling and servicing agreement for this securitization).

One of the Hammons Hotel Portfolio companion loans is an asset in the Citigroup Commercial Mortgage Trust 2015-GC33 securitization.  The Hammons Hotel Portfolio mortgage loan and the related non-serviced companion loans are serviced by the CGCMT 2015-GC33 master servicer and the CGCMT 2015-GC33 special servicer, pursuant to the terms of the CGCMT 2015-GC33 PSA.  Deutsche Bank Trust Company Americas, as the CGCMT 2015-GC33 trustee, or a custodian on its behalf, will hold the mortgage file for the Hammons Hotel Portfolio whole loan pursuant to the CGCMT 2015-GC33 PSA (other than the promissory note for the related mortgage loan, which will be held by the custodian under the pooling and servicing agreement for this securitization).

The DoubleTree Hotel Universal companion loan is an asset in the GS Mortgage Securities Trust 2015-GC34 securitization.  The DoubleTree Hotel Universal mortgage loan and the related non-serviced companion loan are serviced by the GSMS 2015-GC34 master servicer and the GSMS 2015-GC34 special servicer, pursuant to the terms of the GSMS 2015-GC34 PSA. U.S. Bank National Association, as the GSMS 2015-GC34 trustee, or a custodian on its behalf, will hold the mortgage file for the DoubleTree Hotel Universal whole loan pursuant to the GSMS 2015-GC34 PSA (other than the promissory note for the related mortgage loan, which will be held by the custodian under the pooling and servicing agreement for this securitization).

For more information regarding the whole loans, see “—Transaction Parties and Significant Dates, Events and Periods—Companion Loan Holders” above and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

40

Due Dates / Grace Periods Subject in some cases to a next business day convention, monthly payments of principal and/or interest on each mortgage loan are due as shown below with the indicated grace periods:

Due Date	Default Grace Period Days		Number of Mortgage Loans	% of Initial Pool Balance
6	0		36	72.0	%
1	5	(1)	1	12.2
6	3	(2)	1	8.5
6	3	(3)	1	7.3
Total			39	100.0	%

(1)	One mortgage loan allows a grace period of the later to occur of two business days following receipt of written notice or 5 days.
(2)	One mortgage loan allows for a 3 day grace period once per trailing 12-month period.
(3)	One mortgage loan allows for a 3 day grace period one time during the term of the loan, other than the payment due on the maturity date.

	As used in this free writing prospectus, “grace period” is the number of days before a payment default is an event of default under each mortgage loan.  See Annex A to this free writing prospectus for information on the number of days before late payment charges are due under each mortgage loan.  The information on Annex A to this free writing prospectus regarding the number of days before a late payment charge is due is based on the express terms of the mortgage loans.  Some jurisdictions may impose a statutorily longer period.
Interest Only Mortgage Loans /
Amortizing Mortgage Loans	Nine (9) mortgage loans, representing approximately 38.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for monthly payments of interest only until the related stated maturity date.  The remaining 30 mortgage loans, representing approximately 61.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for monthly payments of principal and interest based on an amortization schedule that is significantly longer than the remaining term to maturity of the respective mortgage loans.  Fourteen (14) of these 30 mortgage loans, representing approximately 33.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an initial interest only period ranging from 12 to 60 months following the related origination date.
Balloon Loans	All of the mortgage loans will have substantial principal payments due on their maturity dates, unless prepaid earlier, subject to the terms and conditions of the prepayment provisions of each mortgage loan.

41

Additional Characteristics
of the Mortgage Loans	General characteristics of the mortgage loans as of the cut-off date:

	All Mortgage Loans
Initial Pool Balance(1)	$820,603,933
Number of Mortgage Loans	39
Number of Mortgaged Properties	69
Average Cut-off Date Mortgage Loan Balance	$21,041,126
Weighted Average Mortgage Loan Rate(2)	4.4410%
Range of Mortgage Loan Rates(2)	3.8150% - 5.0445%
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)	59.1%
Weighted Average Maturity Date Loan-to-Value Ratio(2)(4)	51.8%
Weighted Average Cut-off Date Remaining Term to Maturity (months)	119
Weighted Average Cut-off Date DSCR(2)	1.99x
Full-Term Amortizing Balloon Mortgage Loans	28.6%
Partial Interest-Only Balloon Mortgage Loans	33.1%
Interest-Only Balloon Mortgage Loans	38.4%

(1)	Subject to a permitted variance of plus or minus 5%.
(2)	With respect to each mortgage loan that is part of a whole loan, the related pari passu companion loan(s) (but not the related subordinate companion loan) are included for the purposes of calculating the Mortgage Loan Rate, Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio and Cut-off Date DSCR unless otherwise expressly stated. Other than as specifically noted, the Mortgage Loan Rate, Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio and Cut-off Date DSCR information for each mortgage loan is presented in this free writing prospectus without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.
(3)	Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to three mortgage loans, (one of which is secured by a portfolio of mortgaged properties) representing approximately 10.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the respective Cut-off Date LTV Ratio was calculated using (i) an “as-is” appraised value plus a capital deduction, (ii) an “as-is” appraised value plus related property improvement plan costs or (iii) an “as-is” appraised value plus a reserve for deferred maintenance. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making such adjustments is 59.6%.
(4)	With respect to 9 mortgage loans, representing approximately 39.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the respective Maturity Date Loan-to-Value Ratios were calculated using an “as stabilized” appraised value instead of the related “as-is” appraised value. With respect to one mortgage loan, representing approximately 2.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the respective Maturity Date Loan-to-Value Ratio was calculated using the “as-is” appraised value plus a reserve for deferred maintenance. The weighted average Maturity Date Loan-to-Value Ratio for the mortgage pool without making such adjustments is 53.2%.
See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this free writing prospectus for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios.

42

Modified and Refinanced Loans	None of the mortgage loans were refinancings in whole or in part of loans that were in default at the time of refinancing or otherwise involved discounted pay-offs or provided acquisition financing for the related borrower’s purchase of the related mortgaged property at a foreclosure sale or after becoming REO.
	See also “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in this free writing prospectus.
	Certain risks relating to bankruptcy proceedings are described in “Risk Factors—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” in this free writing prospectus and “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.
Interest Accrual Basis	All of the mortgage loans accrue interest on the basis of the actual number of days in each applicable one-month accrual period, assuming a 360-day year.
Prepayment / Defeasance /
Property Release Provisions	The terms of each mortgage loan (or whole loan, if applicable) restrict the ability of the borrower to prepay the mortgage loan as follows:
	·	Thirty-three (33) mortgage loans, representing approximately 66.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, permit the related borrower after a lockout period of at least 2 years following the securitization closing date (or, in the case of the whole loans (except the 590 Madison Avenue whole loan), the earlier of (a) the second anniversary of the securitization of the last note included in such whole loan and (b) three years from the origination date of each respective whole loan), and prior to an open prepayment period described below, to substitute U.S. government securities as collateral and obtain a release of the related mortgaged property (or, if applicable, one of the related mortgaged properties), but the borrower may not prepay the mortgage loan prior to the related open prepayment period.
	·	One (1) mortgage loan representing approximately 12.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, permits the related borrower to either (i) prepay the mortgage loan in whole with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% of the prepaid amount if such prepayment occurs prior to the open prepayment period or (ii) after a lockout period of the earlier of (a) the second anniversary of the securitization of the last note included in such whole loan and (b) three years from the origination date of such whole loan and prior to the open prepayment period, substitute U.S. government securities as collateral and obtain a release of the related mortgaged property.
	·	Five (5) mortgage loans, representing approximately 21.1% of the aggregate principal balance of the pool of mortgage

43

	loans as of the cut-off date, permit the related borrower after a lockout period of 3 to 25 payments following the origination date to prepay the mortgage loan in whole or, in some cases, in connection with a partial release of a mortgaged property, in part, in each case with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% of the prepaid amount, if such prepayment occurs prior to the related open prepayment period.
·	However, certain mortgage loans may, under limited circumstances, permit prepayments even during a lockout period.
See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases”, “—“Due-On-Sale” and “Due-On-Encumbrance Provisions” and “—Voluntary Prepayments” in this free writing prospectus.
The mortgage loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date as follows:
Prepayment Open Periods

Open Periods (Payments)	Number of Mortgage Loans	% of Initial Pool Balance
3	7	6.0	%
4	27	77.7
5	3	3.7
7	2	12.6
Total	39	100.0	%

Property Types	The following table lists the various property types of the mortgaged properties:
	Property Types of the Mortgaged Properties(1)

Property Type	Number of Mortgaged Properties	Aggregate Cut- off Date Balance	% of Initial Pool Balance
Retail	19	$305,277,946	37.2	%
Office	30	260,794,375	31.8
Hospitality	11	157,503,452	19.2
Multifamily	3	67,600,000	8.2
Self-Storage	3	23,480,000	2.9
Manufactured Housing	2	4,200,000	0.5
Industrial	1	1,748,160	0.2
Total	69	$820,603,933	100.0	%

(1) Because this table presents information relating to mortgaged properties and not the mortgage loans, the information for the mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A to this free writing prospectus.

44

Property Locations	The mortgaged properties are located in 24 states. The following table lists the states that have concentrations of mortgaged properties that secure 5.0% or more of the aggregate principal balance of the pool of mortgage loans, by allocated loan amount, as of the cut-off date:
	Geographic Distribution(1)

State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
California	5	$138,070,000	16.8	%
New York	2	$115,400,000	14.1	%
Texas	5	$102,617,711	12.5	%
Massachusetts	2	$74,900,000	9.1	%
Indiana	4	$72,450,000	8.8	%
Florida	5	$59,410,037	7.2	%
Ohio	2	$50,560,000	6.2	%

(1) Because this table presents information relating to mortgaged properties and not the mortgage loans, the information for the mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A to this free writing prospectus.

Certain Calculations
and Definitions	The descriptions in this free writing prospectus of the mortgage loans and the mortgaged properties are based upon the mortgage pool as it is expected to be constituted as of the close of business on the closing date, assuming that (i) all scheduled principal and interest payments due on or before the cut-off date will be made and (ii) there are no defaults, delinquencies or prepayments on any mortgage loan or companion loan on or prior to the cut-off date.  The sum of the numerical data in any column in a table may not equal the indicated total due to rounding.  Unless otherwise indicated, all figures presented in this “Summary of Free Writing Prospectus” are calculated as described under “Description of the Mortgage Pool” in this free writing prospectus and all percentages represent the indicated percentage of the aggregate principal balance of the entire pool of mortgage loans as of the cut-off date.
	When information presented in this free writing prospectus with respect to the mortgaged properties is expressed as a percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, if a mortgage loan is secured by more than one mortgaged property, the percentages are based on an allocated loan amount that has been assigned to those related mortgaged properties based upon one or more of the related appraised values, the relative underwritten net cash flow or prior allocations reflected in the related loan documents as set forth on Annex A to this free writing prospectus.
	With respect to each of the mortgage loans that is part of a whole loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot, pad, room or unit, as applicable, in this free writing prospectus in a manner that takes account of that mortgage loan and its related pari passu companion loan(s).  Unless otherwise specifically indicated, all information presented in this free writing prospectus with respect to the 590 Madison

45

	Avenue mortgage loan is calculated without regard to the related subordinate companion loan. Other than as specifically noted, the loan-to-value ratio, the debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this free writing prospectus without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.
	None of the mortgage loans in the trust fund will be cross-collateralized with any mortgage loan that is not in the trust fund, except as described in this free writing prospectus with respect to the mortgage loans secured by the mortgaged properties or the portfolios of mortgaged properties identified on Annex A to this free writing prospectus as 590 Madison Avenue, South Plains Mall, Westin Boston Waterfront, Element LA, Glenbrook Square, Hammons Hotel Portfolio, GSA Portfolio and DoubleTree Hotel Universal, each of which also secures one or more companion loans not included in the trust fund.
	See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this free writing prospectus.
Certain Variances from
Underwriting Standards	One (1) mortgage loan, representing approximately 2.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, varies from the underwriting guidelines described under “Transaction Parties—The Originators” in this free writing prospectus. See “Transaction Parties—The Originators—The Goldman Originators—Exceptions to Underwriting Criteria” in this free writing prospectus.
Mortgaged Properties with
Limited or No Operating History	Three (3) of the mortgaged properties, representing approximately 5.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, by allocated loan amount, have limited operating history (e.g. less than 2 full years of historical financials) due to an acquisition, new construction, substantial renovation and/or repositioning of the respective mortgaged property.
	Three (3) of the mortgaged properties, representing approximately 11.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, by allocated loan amount, have no operating history because they were acquired, constructed, substantially renovated or in a lease-up period within the 12-month period preceding the origination date of the respective mortgage loan.
	See “Description of the Mortgage Pool—General” in this free writing prospectus.

46

Certain Mortgage Loans with Material Lease
Termination Options	Certain mortgage loans have material lease early termination options.  See Annex B to this free writing prospectus for information regarding material lease termination options for the largest 15 mortgage loans by aggregate principal balance of the pool of mortgage loans as of the cut-off date.
Removal of Mortgage Loans
From the Mortgage Pool	Generally, a mortgage loan may only be removed from the mortgage pool as a result of (a) a repurchase or substitution by a sponsor for any mortgage loan for which it cannot remedy the material breach (or, in certain cases, a breach that is deemed to be material) or material document defect (or, in certain cases, a defect that is deemed to be material) affecting such mortgage loan under the circumstances described in this free writing prospectus, (b) the exercise of a purchase option by a mezzanine lender, if any, or (c) a final disposition of a mortgage loan such as a payment in full or a sale of a defaulted mortgage loan or REO property.  See “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors—The Timing of Prepayments and Repurchases May Change Your Anticipated Yield”, “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” and “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.
	The Securities
The Offered Certificates
A.  General	We are offering the following classes of Commercial Mortgage Pass-Through Certificates from the Series 2015-GS1:
	·	Class A-1
	·	Class A-2
	·	Class A-3
	·	Class A-AB
	·	Class X-A
	·	Class X-B
	·	Class A-S
	·	Class B
	·	Class PEZ
	·	Class C
	·	Class D
	·	Class X-D
	The Series 2015-GS1 certificates will consist of the above classes, together with the following classes that are not being offered through this free writing prospectus and the prospectus:  Class E, Class F, Class G and Class R certificates.

47

B.  Certificate Principal Amounts
Amounts or Notional	The offered certificates will have the approximate aggregate initial certificate principal amount (or notional amount, in the case of the Class X-A, Class X-B and Class X-D certificates) set forth below, subject to a variance of plus or minus 5%:

Class A-1	$	29,163,000
Class A-2	$	200,000,000
Class A-3	$	297,565,000
Class A-AB	$	47,694,000
Class X-A	$	625,710,000	(1)
Class X-B	$	43,082,000	(1)
Class A-S	$	51,288,000	(2)
Class B	$	43,082,000	(2)
Class PEZ	$	141,554,000	(2)
Class C	$	47,184,000	(2)
Class D	$	42,056,000
Class X-D	$	42,056,000	(1)

(1)	Notional amount.
(2)	The initial certificate principal amount of each class of the Class A-S, Class B and Class C certificates shown in the table above represents the maximum certificate principal amount of such class without giving effect to any issuance of Class PEZ certificates.  The initial certificate principal amount of the Class PEZ certificates shown in the table above is equal to the aggregate of the maximum initial certificate principal amounts of the Class A-S, Class B and Class C certificates, which is the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange.  The actual certificate principal amount of any class of exchangeable certificates issued on the closing date may be less than the maximum certificate principal amount of that class and may be zero.  The certificate principal amounts of the Class A-S, Class B and Class C certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the certificate principal amount of the Class PEZ certificates issued on the closing date, if any.
See “Description of the Offered Certificates—General” in this free writing prospectus.

48

Pass-Through Rates
A.  Offered Certificates	The offered certificates will accrue interest at an annual rate called a pass-through rate on the basis of a 360-day year consisting of twelve 30-day months.  The approximate initial pass-through rate for each class of offered certificates is set forth below:

Class A-1	[____]	%(1)
Class A-2	[____]	%(1)
Class A-3	[____]	%(1)
Class A-AB	[____]	%(1)
Class X-A	[____]	%(2)
Class X-B	[____]	%(2)
Class A-S	[____]	%(1)
Class B	[____]	%(1)
Class PEZ	(3)
Class C	[____]	%(1)
Class D	[____]	%(1)
Class X-D	[____]	%(2)

	(1)	For any distribution date, the pass-through rates of the offered certificates (other than the Class X-A, Class X-B, Class X-D and Class PEZ certificates) will each generally be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) a rate equal to the lesser of a specified pass-through rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a specified percentage.
	(2)	The pass-through rate of the Class X-A certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3  and Class A-AB certificates and the Class A-S trust component as described in this free writing prospectus.  The pass-through rate of the Class X-B certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class B trust component as described in this free writing prospectus. The pass-through rate of the Class X-D certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class D certificates as described in this free writing prospectus.
	(3)	The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates.  The pass-through rates on the Class A-S, Class B and Class C trust components will at all times be the same as the pass-through rates of the Class A-S, Class B and Class C certificates, respectively.
B.  Interest Rate Calculation
Convention	Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360” basis.  For purposes of calculating the pass-through rates on the Class X-A, Class X-B and Class X-D certificates and any other class of certificates or trust component that has a pass-through rate limited by, equal to or based on the weighted average net mortgage interest rate (which calculation does not include any companion loan rate), the mortgage loan interest rates will not reflect any default interest rate, any loan term modifications agreed to by the special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.

49

	In addition, with respect to each mortgage loan that accrues interest on the basis of the actual number of days in a month, assuming a 360-day year, the related interest rate (net of the administrative fee rate) for any month that is not a 30-day month will be recalculated so that the amount of interest that would accrue at that rate in that month, calculated on a 30/360 basis, will equal the amount of net interest that actually accrues on that mortgage loan in that month, adjusted for any withheld amounts as described under “The Pooling and Servicing Agreement—Accounts” in this free writing prospectus.
	See “Description of the Offered Certificates—Distributions—Payment Priorities” in this free writing prospectus.
Exchangeable Certificates /
Exchange Proportions	If you own exchangeable certificates in an exchange proportion that we describe in this free writing prospectus, you will be able to exchange them for a proportionate interest in the related exchangeable certificates.  You can exchange your exchangeable certificates by notifying the certificate administrator.  If exchangeable certificates are outstanding and held by certificateholders, those certificates will receive principal and interest that would otherwise have been payable on the same proportion of certificates exchanged therefor if those certificates were outstanding and held by certificateholders.  Any such allocations of principal and interest between classes of exchangeable certificates will have no effect on the principal or interest entitlements of any other class of certificates.  Exchanges will be subject to various conditions that we describe in this free writing prospectus.
	See “Description of the Offered Certificates—Exchanges of Exchangeable Certificates” in this free writing prospectus and “Description of the Certificates—Exchangeable Certificates” in the accompanying prospectus for a description of the exchangeable certificates and exchange procedures.  See also “Risk Factors—There Are Risks Relating to the Exchangeable Certificates” and “—Subordination of Exchangeable Certificates” in this free writing prospectus.
	Distributions
A.  Amount and Order of
Distributions	On each distribution date, funds available for distribution from the mortgage loans, net of (i) specified expenses of the issuing entity and (ii) any yield maintenance charges and prepayment premiums, will be distributed in the following amounts and order of priority:
	First:  Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates:  to interest on the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates, up to, and pro rata in accordance with, their respective interest entitlements.

50

Second:  Class A-1, Class A-2, Class A-3 and Class A-AB certificates: to the extent of funds allocable to principal received or advanced on the mortgage loans:
(A)	to principal on the Class A-AB certificates until their certificate principal amount has been reduced to the Class A-AB scheduled principal balance set forth on Annex F to this free writing prospectus for the relevant distribution date;
(B)	to principal on the Class A-1 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clause (A) above;
(C)	to principal on the Class A-2 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) and (B) above;
(D)	to principal on the Class A-3 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (C) above; and
(E)	to principal on the Class A-AB certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (D) above.
However, if the certificate principal amounts of each and every class of certificates other than the Class A-1, Class A-2, Class A-3 and Class A-AB certificates have been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, pro rata, based on their respective certificate principal amounts and without regard to the Class A-AB scheduled principal balance.
Third:  Class A-1, Class A-2, Class A-3 and Class A-AB certificates:  to reimburse the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, pro rata, based on the aggregate unreimbursed losses, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest.
Fourth:  Class A-S trust component:  To pay amounts on the Class A-S trust component and, thus, concurrently, to the Class A-S and Class PEZ certificates as follows:  (a) to interest on the Class A-S trust component (and, therefore, to the Class A-S and Class PEZ certificates pro rata based on their respective percentage interests in the Class A-S trust component) in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (in this

51

case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates), to principal on the Class A-S trust component (and, therefore, to the Class A-S and Class PEZ certificates pro rata based on their respective percentage interests in the Class A-S trust component) until its certificate principal amount has been reduced to zero; and (c) to reimburse the Class A-S trust component (and, therefore, the Class A-S and Class PEZ certificates pro rata based on their respective percentage interests in the Class A-S trust component) for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that trust component (and, therefore, those certificates), together with interest.

Fifth:  Class B trust component:  To pay amounts on the Class B trust component and, thus, concurrently, to the Class B and Class PEZ certificates as follows:  (a) to interest on the Class B trust component (and, therefore, to the Class B and Class PEZ certificates pro rata based on their respective percentage interests in the Class B trust component) in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class and trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component), to principal on the Class B trust component (and, therefore, to the Class B and Class PEZ certificates pro rata based on their respective percentage interests in the Class B trust component) until its certificate principal amount has been reduced to zero; and (c) to reimburse the Class B trust component (and, therefore, the Class B and Class PEZ certificates pro rata based on their respective percentage interests in the Class B trust component) for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that trust component (and, therefore, those certificates), together with interest.

Sixth:  Class C trust component:  To pay amounts on the Class C trust component and, thus, concurrently, to the Class C and Class PEZ certificates as follows:  (a) to interest on the Class C trust component (and, therefore, to the Class C and Class PEZ certificates pro rata based on their respective percentage interests in the Class C trust component) in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class and trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S and Class B trust components), to principal on the Class C trust component (and, therefore, to the Class C and Class PEZ certificates pro rata based on their respective percentage interests in the Class C trust component) until its certificate principal amount has been reduced to zero; and (c) to reimburse the Class C trust component (and, therefore, the Class C and Class PEZ certificates pro rata based on their respective percentage interests in the Class C trust component) for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that trust component (and, therefore, those certificates), together with interest.

52

	Seventh:  Class D and Class X-D certificates:  To pay amounts on the Class D and Class X-D certificates as follows:  (a)  to interest on the Class D and Class X-D certificates, up to, and pro rata in accordance with, their respective interest entitlements; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class and trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S, Class B and Class C trust components), to principal on the Class D certificates until their certificate principal amount has been reduced to zero; and (c) to reimburse the Class D certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class D certificates, together with interest.
	Eighth: Non-offered certificates (other than the Class R certificates): in the amounts and order of priority described in “Description of the Offered Certificates—Distributions—Payment Priorities” in this free writing prospectus.
	For more information, see “Description of the Offered Certificates—Distributions—Payment Priorities” in this free writing prospectus.
B.  Interest and Principal
Entitlements	A description of each class’s and trust component’s interest entitlement can be found in “Description of the Offered Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this free writing prospectus.  As described in that section, there are circumstances in which your interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on your certificate’s principal amount or notional amount (or, in the case of the Class PEZ certificates, the related pass-through rates on the applicable percentage interest of the related certificate principal amounts of the Class A-S, Class B and Class C trust components).  On each distribution date, the Class PEZ certificates will be entitled to receive a proportionate share of the amounts distributable on the Class A-S, Class B and Class C trust components, and therefore, of the amounts that would otherwise have been distributed as interest and principal payments on the Class A-S, Class B and Class C certificates had an exchange not occurred, as described under “Description of the Offered Certificates—Exchanges of Exchangeable Certificates” in this free writing prospectus.  Any such allocations of principal and interest as between the Class PEZ certificates, on the one hand, and the Class A-S, Class B and Class C certificates, on the other, will have no effect on the principal or interest entitlements of any other class of certificates.
	A description of the amount of principal required to be distributed to the classes entitled to principal on a particular distribution date also can be found in “Description of the Offered Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this free writing prospectus.

53

C.  Servicing and
Administrative Fees	The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, generally from the interest payments on the mortgage loans (or the serviced whole loans, if applicable) in the case of the master servicer, and from the collection account in the case of the special servicer.  The master servicing fee for each distribution date is calculated based on: (i) the stated principal balance of each mortgage loan in the issuing entity and each serviced whole loan; and (ii) the master servicing fee rate, which includes any sub-servicing fee and primary servicing fee and ranges from 0.0050% to 0.0725% per annum (although with respect to the companion loans, the master servicing fee rate will be lower than the indicated rate).  The master servicing fee rate includes the primary servicing fees payable to the master servicer under the applicable Other PSA with respect to the related non-serviced loan.  The special servicing fee for each distribution date is calculated based on the stated principal balance of each mortgage loan (other than the non-serviced loans) and each serviced whole loan that is a specially serviced loan or REO loan under the pooling and servicing agreement for this transaction and the special servicing fee rate, which is equal to the greater of 0.25% per annum and the rate that would result in a special servicing fee of $3,500 for the related month.
	The master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in permitted investments to the extent specified in this free writing prospectus and the pooling and servicing agreement.  In addition, the special servicer is entitled to (a) liquidation fees from the recovery of liquidation proceeds, insurance proceeds, condemnation proceeds and other payments in connection with a full or discounted pay-off of a specially serviced loan (other than a non-serviced loan) for which it is responsible and (b) workout fees from collections on the related mortgage loan (other than a non-serviced loan) or serviced whole loan in connection with the workout of a specially serviced loan, in each case net of certain amounts and calculated as further described under “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this free writing prospectus.
	Prior to the securitization of the Element LA Note A-1 Companion Loan, the special servicer will be responsible for the servicing and administration of the Element LA whole loan if it becomes a specially serviced loan and will be entitled to compensation as described under the pooling and servicing agreement and the related co-lender agreement.  If the Element LA whole loan is being specially serviced when the Element LA Note A-1 Companion Loan is securitized, the special servicer will be entitled to compensation for the period during which it acted as special servicer with respect to such whole loan, as well as all surviving indemnity and other rights in respect of such special servicing role.  See “Risk Factors—The Servicing of the Element LA Whole Loan Will Shift to Others” in this free writing prospectus.

54

The operating advisor is entitled to a fee from general collections on the mortgage loans for each distribution date, calculated based on the stated principal balance of each mortgage loan (including the non-serviced loans and any companion loans) in the issuing entity and the operating advisor fee rate of 0.00125% per annum.  The operating advisor is also entitled to a consulting fee with respect to each major decision as to which the operating advisor has consultation rights equal to $12,000 (or such lesser amount as described under “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this free writing prospectus).

In addition, the master servicer will pay to the Commercial Real Estate Finance Council (CREFC^®) an intellectual property royalty license fee in connection with the use of CREFC^® names and trademarks from general collections on the mortgage loans for each distribution date, calculated based on the stated principal balance of each mortgage loan in the issuing entity at the intellectual royalty license fee rate of 0.0005% per annum.

The fees of the trustee and the certificate administrator will be payable monthly from general collections on the mortgage loans for each distribution date, calculated on the stated principal balance of the pool of mortgage loans in the issuing entity and the trustee/certificate administrator fee rate of 0.00427% per annum.  Each of the master servicing fee, the special servicing fee, the operating advisor fee, the CREFC^® intellectual property royalty license fee and the trustee/certificate administrator fee will be calculated on the same interest accrual basis as the related mortgage loan (or serviced whole loan, if applicable) and prorated for any partial period.  See “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this free writing prospectus.

The administrative fee rate will be the sum of the CREFC^® intellectual property royalty license fee rate, the master servicing fee rate (which includes any sub-servicing fee rate and primary servicing fee rate), the operating advisor fee rate and the trustee/certificate administrator fee rate and is set forth on Annex A to this free writing prospectus for each mortgage loan.  The CREFC^® intellectual property royalty license fee, the master servicing fees, the special servicing fees, the liquidation fees, the workout fees, the operating advisor fees and the trustee/certificate administrator fees will be paid prior to distributions to certificateholders of the available distribution amount as described under “The Pooling and Servicing Agreement—Withdrawals from the Collection Account” and “Description of the Offered Certificates—Distributions—Method, Timing and Amount” in this free writing prospectus.

With respect to each non-serviced loan, the master servicer and special servicer under the applicable Other PSA will generally be entitled to fees that are similar but not identical to those fees described above, payable with respect to the related non-serviced loan in accordance with the terms of the applicable Other PSA.  See “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses”

55

	and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.
D.  Prepayment Premiums	The manner in which any prepayment premiums and yield maintenance charges received prior to the related determination date will be allocated on each distribution date to the Class X-A and/or Class X-B certificates, on the one hand, and certain of the classes of certificates and trust components entitled to principal, on the other hand, is described in “Description of the Offered Certificates—Distributions—Prepayment Premiums” in this free writing prospectus.
	Advances
A.  Principal and Interest Advances	The master servicer is required to advance delinquent monthly debt service payments with respect to each mortgage loan (including each non-serviced loan) if it determines that the advance will be recoverable from collections on that mortgage loan.  The master servicer will not be required to advance (a) balloon payments due at maturity, (b) interest in excess of a mortgage loan’s regular interest rate (without considering any default rate) or (c) delinquent monthly debt service payments on any companion loan. The master servicer also is not required to advance amounts deemed by the master servicer, the special servicer or the trustee to be non-recoverable because such amounts will not be recoverable from related loan collections, prepayment premiums or yield maintenance charges.  In the event that the master servicer fails to make any required advance, the trustee will be required to make that advance unless the trustee determines that the advance is non-recoverable from related loan collections.  See “The Pooling and Servicing Agreement—Advances” in this free writing prospectus.  If an advance is made, the master servicer will not advance its servicing fee, but will advance the certificate administrator’s fee, the trustee’s fee, the operating advisor’s fee and the CREFC® intellectual property royalty license fee.  The master servicer or trustee, as applicable, will be entitled to reimbursement from general collections on the mortgage loans for advances determined to be non-recoverable from related loan collections.  This may result in losses on your certificates.
B.  Property Protection Advances	The master servicer also is required to make advances to pay delinquent real estate taxes and assessments, ground lease rent payments, condominium assessments, hazard insurance premiums and similar expenses necessary to protect and maintain the mortgaged property, to maintain the lien on the mortgaged property or enforce the related loan documents with respect to the mortgage loans (other than the non-serviced loans) and serviced whole loans, if applicable, unless the advance is determined to be non-recoverable from related loan proceeds.  In the event that the master servicer fails to make a required advance of this type, the trustee will be required to make that advance unless the trustee determines that the advance is non-recoverable from related loan collections.  The master servicer is not required, but in certain circumstances is permitted, to advance amounts deemed non-recoverable from related loan collections.  See “The Pooling and Servicing Agreement—Advances” in this free writing prospectus.  The

56

	master servicer or trustee, as applicable, will be entitled to reimbursement from general collections on the mortgage loans for advances determined to be non-recoverable from related loan collections.  This may result in losses on your certificates.
	The special servicer will have no obligation to make any property protection advances.
	The Other master servicers and Other trustees, as applicable, will also be entitled to reimbursement from general collections on the mortgage loans for the pro rata share of any non-recoverable property protection advance made by it on the related non-serviced whole loan.
C.   Interest on Advances	The master servicer and the trustee, as applicable, will be entitled to interest on all advances as described in this free writing prospectus.  Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates.  No interest will accrue on advances with respect to principal or interest due on a mortgage loan until any grace period applicable to that mortgage loan has expired.
	The master servicer and the trustee will each be entitled to receive interest on advances they make at the prime rate, compounded annually.  If the interest on an advance is not recovered from default interest or late payments on the mortgage loan, a shortfall will result which will have the same effect as a realized loss.
	See “Description of the Offered Certificates—Distributions—Realized Losses” and “The Pooling and Servicing Agreement—Advances” in this free writing prospectus.
D.  Advances on the
Non-Serviced Loans	Each Other master servicer is required to make property protection advances with respect to the mortgaged property related to the applicable whole loan serviced by it, unless that Other master servicer determines that those advances would not be recoverable from collections on the related non-serviced whole loan.  If that Other master servicer is required to but fails to make a required property protection advance, then the applicable Other trustee is required to make that property protection advance.
	However, the master servicer under the pooling and servicing agreement is required to advance delinquent monthly mortgage loan payments with respect to any non-serviced loan, unless that master servicer determines that those advances would not be recoverable from collections on the related non-serviced loan.
	Each Other master servicer and Other trustee will be entitled to interest on any property protection advance made with respect to a non-serviced whole loan.

57

Priority of Payments
A.  Subordination / Allocation
of Losses	The amount available for distribution will be applied in the order described in “—Distributions—Amount and Order of Distributions” above.
	The following chart generally describes the manner in which the payment rights of certain classes of certificates and trust components will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates and trust components.  The chart shows entitlement to receive principal and interest on any distribution date in descending order (beginning with the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates).  Among the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates, payment rights of certain classes will be as more particularly described in “Description of the Offered Certificates—Distributions” in this free writing prospectus.  It also shows the manner in which mortgage loan losses are allocated in ascending order (beginning with certain Series 2015-GS1 certificates that are not being offered by this free writing prospectus).  Principal losses on the mortgage loans allocated to a class of certificates or trust component will reduce the related certificate principal amount of that class or trust component.  However, no such principal losses will be allocated to the Class R, Class X-A, Class X-B or Class X-D certificates, although loan losses will reduce the notional amount of the Class X-A certificates (to the extent such losses are allocated to the Class A-1, Class A-2, Class A-3 or Class A-AB certificates or the Class A-S trust component), the Class X-B certificates (to the extent such losses are allocated to the Class B trust component) and the Class X-D certificates (to the extent such losses are allocated to the Class D certificates) and, therefore, the amount of interest they accrue.
	*	Class X certificates are interest only.
	**	Reflects a trust component.  Distributions and losses allocated to a trust component will be concurrently allocated to the applicable portion of the related class or classes of exchangeable certificates that forms part of the related certificate principal amount of such trust component as described in “Description of the Offered Certificates—Distributions” in this free writing prospectus.
	***	Other than the Class R certificates.

58

	No other form of credit enhancement will be available for the benefit of the holders of the offered certificates.
	See “Description of the Offered Certificates—Subordination” in this free writing prospectus.
	To the extent funds are available on a subsequent distribution date for distribution on your offered certificates, you will be reimbursed for any losses allocated to your offered certificates (or the applicable percentage interest of the relevant underlying trust component(s)) with interest at the pass-through rate on those offered certificates (or underlying trust component(s)).
B.  Shortfalls in Available Funds	In addition to losses caused by mortgage loan defaults, shortfalls in payments to holders of certificates may occur as a result of the master servicer’s, special servicer’s and trustee’s right to receive payments of interest on unreimbursed advances (to the extent not covered by default interest and late payment charges or other amounts collected from borrowers that are not paid to the master servicer or the special servicer as compensation, to the extent described in this free writing prospectus), the special servicer’s right to compensation with respect to mortgage loans which are or have been serviced by the special servicer, a modification of a mortgage loan’s interest rate or principal balance, certain rights of the related Other master servicer, Other special servicer and Other trustee to reimbursement or compensation with respect to the non-serviced loans or as a result of other unanticipated expenses of the issuing entity.  These shortfalls, if they occur, would reduce distributions to the classes of certificates or trust components with the lowest payment priorities.  In addition, prepayment interest shortfalls that are not covered by certain compensating interest payments made by the master servicer are required to be allocated to the interest bearing certificates (other than the Class A-S, Class B, Class PEZ and Class C certificates) and the trust components (and, therefore, the Class A-S, Class B, Class PEZ and Class C certificates), on a pro rata basis, to reduce the amount of interest payment on such classes of certificates and trust components.
Additional Aspects of the
Certificates
A.  Information Available to
Certificateholders	On each distribution date, the certificate administrator will prepare and make available to each certificateholder a statement as to the distributions being made on that date.  Additionally, under certain circumstances, certificateholders may be entitled to certain other information regarding the issuing entity.  See “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus.
B.  Optional Termination	On any distribution date on which the aggregate unpaid principal balance of the mortgage loans remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in this free

59

	writing prospectus.  Exercise of this option will terminate the issuing entity and retire the then-outstanding certificates.
	If the aggregate certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D certificates and the notional amounts of the Class X-A, Class X-B and Class X-D certificates have been reduced to zero and the master servicer is paid a fee specified in the pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates (but excluding the Class R certificates) for the mortgage loans remaining in the issuing entity, but all of the holders of those classes of outstanding certificates would have to voluntarily participate in the exchange.
C.  Required Repurchase or
Substitution of Mortgage Loans	Under the circumstances described in this free writing prospectus, the applicable sponsor will be required to repurchase or substitute for any mortgage loan for which it cannot remedy a breach of a representation and warranty or a document defect, that, in each case, materially and adversely affects (or is deemed to materially and adversely affect) the value of that mortgage loan (or related REO Property) or the interests of the certificateholders in that mortgage loan.  See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.
D.  Sale of Defaulted Mortgage
Loans and REO Properties	Pursuant to the pooling and servicing agreement, the special servicer may solicit offers for defaulted mortgage loans (or, in the case of the South Plains Mall mortgage loan, Westin Boston Waterfront mortgage loan, Element LA mortgage loan (prior to the securitization of the Element LA Note A-1 Companion Loan), Glenbrook Square mortgage loan or GSA Portfolio mortgage loan, the related defaulted serviced whole loan) and REO properties and, if it does, is required to accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted mortgage loan (or defaulted serviced whole loan or relevant portion thereof, if applicable) or REO property, determined as described in “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus, unless the special servicer determines, in accordance with the servicing standard, that rejection of such offer would be in the best interests of the certificateholders and the related serviced companion loan holders (as a collective whole as if such certificateholders and such serviced companion loan holders constituted a single lender).
	If the South Plains Mall mortgage loan, Westin Boston Waterfront mortgage loan, Element LA mortgage loan (prior to the securitization of the Element LA Note A-1 Companion Loan), Glenbrook Square mortgage loan or GSA Portfolio mortgage loan becomes a defaulted mortgage loan, and if the special servicer decides to sell such defaulted mortgage loan as described in the prior paragraph, then such special servicer will be required to sell the related serviced companion loan together

60

	with such mortgage loan as one serviced whole loan. In connection with any such sale, the special servicer will be required to follow the procedures set forth under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.
	Pursuant to each Other PSA, an Other special servicer may offer to sell to any person (or may offer to purchase) for cash the related whole loan during such time as such whole loan constitutes a defaulted mortgage loan and, in connection with any such sale, the Other special servicer is (or is expected to be) required to sell both the mortgage loan and related companion loan(s) in any such whole loan as a single whole loan.
	Pursuant to each mezzanine loan intercreditor agreement with respect to the mortgage loans with mezzanine indebtedness, the holder of the related mezzanine loan has the right to purchase the related mortgage loan as described in “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” in this free writing prospectus.  Additionally, in the case of mortgage loans that permit certain equity owners of the borrower to incur future mezzanine debt as described in “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” in this free writing prospectus, the related mezzanine lender may have the option to purchase the related mortgage loan after certain defaults.  See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.
Other Investment
Considerations
Potential Conflicts of Interest	The relationships between the parties to this transaction and/or the securitization of any related companion loan and the activities of those parties or their affiliates may give rise to certain conflicts of interest.  These conflicts of interests may arise from, among other things, the following relationships and activities:
	·	the ownership of any certificates by the depositor, sponsors, underwriters, master servicer, special servicer, operating advisor or any of their affiliates;
	·	the ownership of, or of interests in, any pari passu companion loans (or interests in a pari passu companion loan or securities backed by a pari passu companion loan), subordinate companion loans or mezzanine debt, if any, by the sponsors, underwriters, master servicer, special servicer, operating advisor or any of their affiliates;
	·	the relationships, including financial dealings, of the sponsors, master servicer, special servicer, operating advisor or any of their affiliates with any borrower, any non-recourse carveout guarantor or any of their respective affiliates;

61

·	the relationships, including financial dealings, of the sponsors, underwriters and their respective affiliates with each other;
·	the decision or obligation of the special servicer to take actions at the direction or recommendation of the controlling class representative or holder or at the direction or recommendation of a serviced companion loan holder;
·	fee-sharing arrangements between one or more certificate holders or their respective representative and the special servicer;
·	the broker-dealer activities of the underwriters and their affiliates, including taking long or short positions in the certificates or entering into credit derivative transactions with respect to the certificates;
·	the opportunity of the initial investor in the Class E, Class F and Class G certificates to request the removal or re-sizing of or other changes to the features of some or all of the mortgage loans or to receive price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool;
·	the activities of the master servicer, special servicer, operating advisor, sponsors and any of their affiliates in connection with any other transaction; and
·	the activities of each Other master servicer, Other special servicer, Other operating advisor, Other trustee, Other certificate administrator and any of their affiliates in connection with any other transaction, the ownership by any such party of companion loan-backed securities and relationships, including financial dealings, of any such party with any borrower or non-recourse carveout guarantor under a non-serviced whole loan or any affiliate thereof.
See “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests”, “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests”, “—Potential Conflicts of Interest of the Servicers”, “—Potential Conflicts of Interest of the Operating Advisor”, “—Potential Conflicts of Interest of the Controlling Class Representative and the Companion Loan Holders”, “—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans”, “—The Special Servicer May Be Directed To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this free writing prospectus.

62

Federal Income
Tax Consequences	Two (2) separate real estate mortgage investment conduit (commonly known as a REMIC) elections will be made with respect to certain assets of the issuing entity. The designations for each REMIC created under the pooling and servicing agreement (each, a “Trust REMIC”) are as follows:
	·	The lower-tier REMIC (the “Lower-Tier REMIC”) will hold the mortgage loans and certain other assets of the issuing entity and will issue certain classes of uncertificated regular interests to a second REMIC (the “Upper-Tier REMIC”).
	·	The Upper-Tier REMIC will hold the Lower-Tier REMIC regular interests and will issue the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class D, Class X-D, Class E, Class F and Class G certificates and the Class A-S, Class B and Class C trust components as classes of regular interests in the Upper-Tier REMIC.
	In addition, the portions of the issuing entity consisting of the Class A-S, Class B and Class C trust components and the related distribution account, beneficial ownership of which is represented by the Class A-S, Class B, Class PEZ and Class C certificates, will be treated as a grantor trust for federal income tax purposes, as further described under “Material Federal Income Tax Consequences” in this free writing prospectus.
	Pertinent federal income tax consequences of an investment in the offered certificates include:
	·	Each class of offered certificates (other than the exchangeable certificates) and the trust components will constitute REMIC “regular interests”.
	·	The offered certificates (other than the exchangeable certificates) and the trust components will be treated as newly originated debt instruments for federal income tax purposes.
	·	You will be required to report income on your offered certificates in accordance with the accrual method of accounting.
	It is anticipated, for federal income tax purposes, that the Class [   ] certificates and the Class [   ]trust components will be issued at a premium and the Class [   ] certificates will be issued with original issue discount.
Yield Considerations	You should carefully consider the matters described under “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Yield, Prepayment and Maturity Considerations” in this free writing prospectus, which may affect significantly the yields on your investment.
ERISA Considerations	Fiduciaries of employee benefit plans subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, commonly known as ERISA, or plans subject to Section 4975 of the Internal Revenue Code of

63

	1986, as amended (the “Code”), or governmental plans (as defined in Section 3(32) of ERISA) or other plans that are subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code should carefully review with their legal advisors whether the purchase or holding of the offered certificates could give rise to a transaction prohibited or not otherwise permissible under ERISA, the Code or similar law.
	The U.S. Department of Labor has granted an administrative exemption to Goldman, Sachs & Co., Prohibited Transaction Exemption (“PTE”) 89-88 (October 17, 1989), as amended by PTE 2013-08 (July 9, 2013), which may exempt from the application of certain of the prohibited transaction provisions of Section 406 of ERISA and the excise taxes imposed on such prohibited transactions by Code Sections 4975(a) and (b), transactions relating to the purchase, sale and holding of pass-through certificates underwritten by a selling group of which Goldman, Sachs & Co. serves as a manager or co-manager, and the servicing and operation of related mortgage pools, provided that certain conditions are met.  See “ERISA Considerations” in this free writing prospectus.
Ratings	It is a condition to the issuance of the offered certificates that each class of offered certificates be rated as follows by Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc.:

	Moody’s*	Fitch*	KBRA*
Class A-1	Aaa(sf)	AAAsf	AAA(sf)
Class A-2	Aaa(sf)	AAAsf	AAA(sf)
Class A-3	Aaa(sf)	AAAsf	AAA(sf)
Class A-AB	Aaa(sf)	AAAsf	AAA(sf)
Class X-A	Aa1(sf)	AAAsf	AAA(sf)
Class X-B	NR	AA-sf	AAA(sf)
Class A-S	Aa2(sf)	AAAsf	AAA(sf)
Class B	A1(sf)	AA-sf	AA-(sf)
Class PEZ	NR	A-sf	A-(sf)
Class C	NR	A-sf	A-(sf)
Class D	NR	BBB-sf	BBB-(sf)
Class X-D	NR	BBB-sf	BBB-(sf)

*

Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. have informed us that the “sf” designation in their ratings represents an identifier of structured finance product ratings.  For additional information about this identifier, prospective investors can go to the related rating agency’s website.  The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on those websites.  Credit ratings referenced throughout this free writing prospectus are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment.

A securities rating on mortgage pass-through certificates addresses credit risk and the likelihood of full and timely payment to the applicable certificateholders of all distributions of

64

interest at the applicable pass-through rate on the certificates or related trust component(s) in question on each distribution date and, except in the case of the interest only certificates, the ultimate payment in full of the certificate principal amount of each class of certificates in question on a date that is not later than the rated final distribution date with respect to such class of certificates.  Any security rating assigned to the certificates should be evaluated independently of any other security rating.  A securities rating on mortgage pass-through certificates does not address the tax attributes of the certificates in question or the receipt of any default interest or prepayment premium or constitute an assessment of the likelihood, timing or frequency of prepayments on the related mortgage loans.  A securities rating on mortgage pass-through certificates does not address the frequency of prepayments (whether voluntary or involuntary) on the related mortgage loans, the degree to which the prepayments might differ from those originally anticipated, the yield to maturity that purchasers may experience as a result of the rate of principal prepayments, the likelihood of collection of default interest, late payment charges, prepayment premiums or yield maintenance charges, or the tax treatment of the certificates in question.

A security rating is not a recommendation to buy, sell or hold securities, and the assigning rating agency may revise, downgrade, qualify or withdraw a rating at any time.

Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the certificates may nevertheless issue unsolicited credit ratings on one or more classes of certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise.  If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by a rating agency engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the certificates that are lower than ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.  As part of the process of obtaining ratings for the certificates, the depositor had initial discussions with and submitted certain materials to DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC.  Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. to rate certain classes of the certificates and not the other nationally recognized statistical rating organizations, due in part to their initial subordination levels for the various classes of the certificates. If the depositor selected such other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you that the ratings such other nationally recognized statistical rating organizations would have assigned to the certificates would not have been lower than the ratings assigned by Moody’s Investors Service, Inc., Fitch Ratings, Inc.

65

and Kroll Bond Rating Agency, Inc. to the classes of certificates they rated.  In the case of Moody’s Investors Service, Inc., the depositor has only requested ratings for certain classes of rated certificates, due in part to the final subordination levels provided by Moody’s Investors Service, Inc. for the classes of certificates. If the depositor had selected Moody’s Investors Service, Inc. to rate the remaining classes of rated certificates not rated by it, its ratings of such certificates may have been different, and potentially lower, than those ratings ultimately assigned to such certificates by the other nationally recognized statistical rating organizations engaged to rate such certificates.  Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.

Neither the depositor nor any other person or entity will have any duty to notify you if any nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after the date of this free writing prospectus.  In no event will rating agency confirmations from any nationally recognized statistical rating organization (other than the engaged rating agencies or, in the case of a whole loan, the rating agencies engaged by the applicable depositor under the pooling and servicing agreement of each related securitized pari passu companion loan) be a condition to any action, or the exercise of any right, power or privilege by any person or entity under the pooling and servicing agreement.

Furthermore, the Securities and Exchange Commission may determine that any or all of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. are no longer qualified to rate the certificates, and that determination also may have an adverse effect on the liquidity, market value and regulatory characteristics of the certificates.

A security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class X-A, Class X-B and/or Class X-D certificates might not fully recover their initial investment in the event of delinquencies or defaults, prepayments (both voluntary (to the extent permitted) and involuntary), or losses in respect of the mortgage loans.  As described in this free writing prospectus, the amounts payable with respect to the Class X-A, Class X-B and Class X-D certificates consist only of interest.

The Class X-A, Class X-B and Class X-D certificates will not be entitled to receive principal distributions and generally will only be entitled to interest distributions. If mortgage loans were to prepay in the initial month after the closing date, with the result that the holders of the Class X-A, Class X-B and Class X-D certificates receive only a single month’s interest, and therefore suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the respective ratings received on the Class X-A, Class X-B and Class X-D certificates. The notional

66

	amounts of the Class X-A, Class X-B and Class X-D certificates on which interest is calculated may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary. The ratings of the Class X-A, Class X-B and Class X-D certificates do not address the timing or magnitude of reductions of such notional amounts, but only the obligation to pay interest timely on the notional amounts as so reduced from time to time. Therefore, the ratings of the Class X-A, Class X-B and Class X-D certificates should be evaluated independently from similar ratings on other types of securities.
	See “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors”, “—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates, Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Yield, Prepayment and Maturity Considerations” in this free writing prospectus and “Description of the Certificates” and “Yield Considerations” in the prospectus.
Legal Investment	No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.  If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates.  You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the offered certificates.  See “Legal Investment” in this free writing prospectus and in the prospectus.
	The issuing entity will be relying upon an exclusion or exemption from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in this free writing prospectus).

67

[THIS PAGE INTENTIONALLY LEFT BLANK]

68

Risk Factors

You should carefully consider the following risks and the risks described in “Risk Factors” in the prospectus before making an investment decision. In particular, distributions on your certificates will depend on payments received on, and other recoveries with respect to the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected. We note that additional risks and uncertainties not presently known to us may also impair your investment.

This free writing prospectus also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this free writing prospectus.

The Offered Certificates May Not Be a Suitable Investment for You

The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the risk that the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of the offered certificates. The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the offered certificates.

The Offered Certificates Are Limited Obligations

The offered certificates, when issued, will represent beneficial interests in the issuing entity. The offered certificates will not represent an interest in, or obligation of, the sponsors, the depositor, the master servicer, the special servicer, the operating advisor, the certificate administrator, the trustee, the underwriters, or any of their respective affiliates, or any other person. The primary assets of the issuing entity will be the notes evidencing the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in this free writing prospectus. Payments on the offered certificates are expected to be derived from payments made by the borrowers on the mortgage loans. We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the holders of the offered certificates are entitled. See “Description of the Certificates—General” in the prospectus.

The Credit Crisis and Downturn in the Real Estate Market Adversely Affected and May Continue To Adversely Affect the Value of CMBS

The real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), as well as global financial markets and the economy generally, recently experienced significant dislocations, illiquidity and volatility. Declining real estate values, coupled with diminished availability of leverage and/or refinancings for commercial and multifamily real estate, resulted in increased delinquencies and defaults on commercial and multifamily mortgage loans. In addition, the downturn in the general economy affected the financial strength of many commercial and multifamily real estate tenants and resulted in increased vacancies, decreased rents and/or other declines in income from, or the value of, commercial and multifamily real estate. Although the real estate and securitization

69

markets have recovered somewhat, another economic downturn may lead to decreased occupancy, decreased rents or other declines in income from, or the value of, commercial and multifamily real estate, which would likely have an adverse effect on the value and/or liquidity of CMBS that are backed by loans secured by such commercial and multifamily real estate.

Additionally, decreases in the value of commercial properties and the tightening by commercial real estate lenders of underwriting standards have prevented many commercial mortgage borrowers from refinancing their mortgages. A very substantial amount of U.S. mortgage loans, with balloon payment obligations in excess of their respective current property values, are maturing over the coming three years. These circumstances have increased delinquency and default rates of securitized commercial mortgage loans, and may lead to widespread commercial mortgage defaults. In addition, the declines in commercial real estate values have resulted in reduced borrower equity, hindering such borrower’s ability to refinance in an environment of increasingly restrictive lending standards and giving them less incentive to cure delinquencies and avoid foreclosure. Higher loan-to-value ratios are likely to result in lower recoveries on foreclosure, and an increase in loss severities above those that would have been realized had commercial property values remained the same or continued to increase. Defaults, delinquencies and losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property values and further adverse effects on the perception of the value of CMBS. Even if the real estate market is not affected by these factors, the mortgaged properties and therefore, the certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the borrowers under the mortgage loans and may result in the inability of the borrowers to make principal and interest payments on the mortgage loans. In the event of default by a borrower under a mortgage loan, the certificateholders would likely suffer a loss on their investment.

As a result of all of these factors, we cannot assure you that a dislocation in the CMBS market will not re-occur or become more severe.

External Factors May Adversely Affect the Value and Liquidity of Your Investment

Due to factors not directly relating to the offered certificates or the underlying mortgage loans, the market value of the offered certificates can decline even if the offered certificates, the mortgage loans or the mortgaged properties are performing at or above your expectations.

Global, National and Local Economic Factors

The global financial markets have recently experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Much of this uncertainty has related to certain countries that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros, the common currency shared by members of that union. In addition, some economists, observers and market participants have expressed concerns regarding the sustainability of the monetary union and the common currency in their current form. Concerns regarding sovereign debt may spread to other countries at any time. Furthermore, many state and local governments in the United States are experiencing, and are expected to continue to experience, severe budgetary strain. One or more states could default on their debt, or one or more significant local governments could default on their debt or seek relief from their debt under Title 11 of the United States Code, as amended (the “Bankruptcy Code”) or by agreement with their creditors. Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time.

Risks to the Financial Markets Relating to Terrorist Attacks

Future terrorist activities may occur in the United States or abroad. It is impossible to predict whether, or the extent to which, future terrorist activities may occur in the United States or abroad and/or any consequent actions on the part of the United States Government and others, including military action, could have on general economic conditions, real estate markets, particular business segments (including

70

those that are important to the performance of commercial mortgage loans) and/or insurance costs and the availability of insurance coverage for terrorist acts. Among other things, reduced investor confidence could result in substantial volatility in securities markets and a decline in real estate-related investments. In addition, reduced consumer confidence, as well as a heightened concern for personal safety, could result in a material decline in personal spending and travel.

Other Events May Affect Your Investment

Moreover, other types of events, domestic or international, may affect general economic conditions and financial markets:

· Wars, revolts, insurrections, armed conflicts, energy supply or price disruptions, terrorism, political crises, natural disasters and man-made disasters may have an adverse effect on the mortgaged properties and/or your certificates;

· Trading activity associated with indices of CMBS may drive spreads on those indices wider than spreads on CMBS, thereby resulting in a decrease in value of such CMBS, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial and multifamily real estate markets and may be affected for reasons that are unknown and cannot be discerned; and

· The market value of your certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. A change in the market value of the certificates may be disproportionately impacted by upward or downward movements in the current interest rates.

Investors should consider that the foregoing factors may adversely affect the performance of the mortgage loans and accordingly the performance of the offered certificates.

The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline

As described above under “—The Credit Crisis and Downturn in the Real Estate Market Adversely Affected and May Continue To Adversely Affect the Value of CMBS”, the secondary market for mortgage-backed securities recently experienced extremely limited liquidity. The adverse conditions described above as well as other adverse conditions could continue to severely limit the liquidity for mortgage-backed securities and cause disruptions and volatility in the market for CMBS.

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While we have been advised by the underwriters that one or more of them, or one or more of their affiliates, currently intend to make a market in the certificates, none of the underwriters has any obligation to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop. Additionally, one or more purchasers may purchase substantial portions of one or more classes of offered certificates. Accordingly, you may not have an active or liquid secondary market for your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates.

The market value of the offered certificates will also be influenced by the supply of and demand for CMBS generally. The supply of CMBS will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in portfolios, that are available for securitization. A number of factors will affect investors’ demand for CMBS, including:

· the availability of alternative investments that offer higher yields or are perceived as being a better credit risk, having a less volatile market value or being more liquid;

71

· legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount or types of CMBS that it may acquire or require it to maintain increased capital or reserves as a result of its investment in CMBS;

· accounting standards that may affect an investor’s characterization or treatment of an investment in CMBS for financial reporting purposes;

· increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans;

· investors’ perceptions regarding the commercial and multifamily real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans;

· investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial real estate markets; and

· the impact on demand generally for CMBS as a result of the existence or cancellation of government-sponsored economic programs.

If you decide to sell any offered certificates, the ability to sell your offered certificates will depend on, among other things, whether and to what extent a secondary market then exists for these offered certificates, and you may have to sell at a discount from the price you paid for reasons unrelated to the performance of the offered certificates or the mortgage loans.

There Are Risks Relating to the Exchangeable Certificates

The characteristics of the Class PEZ certificates will reflect, in the aggregate, the characteristics of the Class A-S, Class B and Class C certificates. As a result, the Class PEZ certificates will be subject to the same risks as the Class A-S, Class B and Class C certificates described in this free writing prospectus. Investors are also encouraged to consider a number of factors that will limit a certificateholder’s ability to exchange exchangeable certificates:

· At the time of a proposed exchange, a certificateholder must own exchangeable certificates in the requisite exchangeable proportion to make the desired exchange (as described under “Description of the Offered Certificates—Exchanges of Exchangeable Certificates” in this free writing prospectus).

· A certificateholder that does not own exchangeable certificates in the requisite exchangeable proportion may be unable to obtain the necessary exchangeable certificates or may be able only to exchange the portion (if any) of its exchangeable certificates that represents an exchangeable proportion. Another certificateholder may refuse to sell its certificates at a reasonable (or any) price or may be unable to sell them, or certificates may have been purchased or placed into other financial structures and thus may be unavailable. Such circumstances may prevent you from obtaining exchangeable certificates in the proportions necessary to effect an exchange.

· Exchanges will no longer be permitted following the date when the then-current principal balance of the Class A-S trust component (and, correspondingly, to the extent evidencing an interest in the Class A-S trust component, the Class A-S certificates and the applicable component of the Class PEZ certificates) is reduced to zero as a result of the payment in full of all interest and principal on that trust component.

· Certificates may only be held in authorized denominations.

72

Subordination of Exchangeable Certificates

As described in this free writing prospectus, if you acquire Class A-S certificates, then your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates. If you acquire Class B certificates, then your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates and the Class A-S trust component (and correspondingly, the holders of the Class A-S certificates and the Class PEZ certificates, based on their respective percentage interests in the Class A-S trust component). If you acquire Class C certificates, then your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates, the Class A-S trust component (and correspondingly, the holders of the Class A-S certificates and the Class PEZ certificates, based on their respective percentage interests in the Class A-S trust component) and the Class B trust component (and correspondingly, the holders of the Class B certificates and the Class PEZ certificates, based on their respective percentage interests in the Class B trust component). If you acquire Class PEZ certificates, then to the extent the Class PEZ certificates represent an interest in the Class A-S, Class B or Class C trust components, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated in the same manner as the Class A-S, Class B or Class C certificates, as the case may be, as described above. See “Description of the Offered Certificates—Subordination” in this free writing prospectus.

Limited Information Causes Uncertainty

Historical Information

Some of the mortgage loans that we intend to include in the issuing entity were made to enable the related borrower to acquire the related mortgaged property, and in certain cases, the mortgaged properties were recently constructed. The underwritten net cash flows and underwritten net operating incomes for such mortgaged properties are derived principally from current rent rolls or tenant leases and the appraisers’ projected expense levels. However, we cannot assure you that actual cash flows from such mortgaged properties will meet such projected cash flows, income and expense levels or that those funds will be sufficient to meet the payment obligations of the related mortgage loans.

Accordingly, for certain of these mortgage loans, limited or no historical operating information is available with respect to the related mortgaged properties. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.

Ongoing Information

The primary source of ongoing information regarding the offered certificates, including information regarding the status of the related mortgage loans and any credit support for the offered certificates, will be the periodic reports delivered to you. See “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus. We cannot assure you that any additional ongoing information regarding the offered certificates will be available through any other source. The limited nature of the available information in respect of the offered certificates may adversely affect their liquidity, even if a secondary market for the offered certificates does develop.

We are not aware of any source through which pricing information regarding the offered certificates will be generally available on an ongoing basis or on any particular date.

73

Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates

We make no representations as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. We note that regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market. For example:

· Effective January 1, 2014, EU Regulation 575/2013 (the “CRR”) imposes on European Economic Area (“EEA”) credit institutions and investment firms investing in securitizations issued on or after January 1, 2011, or in securitizations issued prior to that date where new assets are added or substituted after December 31, 2014: (a) a requirement (the “Retention Requirement”) that the originator, sponsor or original lender of such securitization has explicitly disclosed that it will retain, on an ongoing basis, a material net economic interest which, in any event, may not be less than 5%; and (b) a requirement (the “Due Diligence Requirement”) that the investing credit institution or investment firm has undertaken certain due diligence in respect of the securitization and the underlying exposures and has established procedures for monitoring them on an ongoing basis.

National regulators in EEA member states impose penal risk weights on securitization investments in respect of which the Retention Requirement or the Due Diligence Requirement has not been satisfied in any material respect by reason of the negligence or omission of the investing credit institution or investment firm.

If the Retention Requirement or the Due Diligence Requirement is not satisfied in respect of a securitization investment held by a non-EEA subsidiary of an EEA credit institution or investment firm then an additional risk weight may be applied to such securitization investment when taken into account on a consolidated basis at the level of the EEA credit institution or investment firm.

Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU (the Alternative Investment Fund Managers Directive (the “AIFMD”)); (ii) apply to investments in securitizations by EEA insurance and reinsurance undertakings subject to the Solvency II Directive 2009/138/EC (“Solvency II”); and (iii) subject to the adoption of certain secondary legislation, will apply to investments in securitizations by EEA undertakings for collective investment in transferable securities. On September 30, 2015, the European Commission published a proposal for a new regulation which, if adopted, would recast the Retention Requirement, the Due Diligence Requirement and Similar Requirements and, additionally, would, apply such requirements to investments in securitizations by EU occupational pension schemes. The Similar Requirements under AIFMD and Solvency II are in some respects more extensive than the Due Diligence Requirement. The Similar Requirements not yet in effect may, when they become effective, apply to securitization instruments already issued, including the certificates.

None of the sponsors, the depositor or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with the Retention Requirement or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the Retention Requirement, the Due Diligence Requirement or Similar Requirements. Consequently, the offered certificates are not a suitable investment for EEA-credit institutions, investment firms or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. EEA-regulated investors are encouraged to

74

consult with their own investment and legal advisors regarding the suitability of the offered certificates for investment. 

· The Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in the United States requires that federal banking agencies amend their regulations to remove reference to or reliance on credit agency ratings, including, but not limited to, those found in the federal banking agencies’ risk-based capital regulations. New capital regulations were issued by the banking regulators in July 2013 and began phasing in on January 1, 2014; these regulations implement the increased capital requirements established under the Basel Accord. These new capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset-backed securities such as CMBS. As a result of these regulations, investments in commercial mortgage-backed securities like the certificates by institutions subject to the risk based capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of commercial mortgage-backed securities for their regulatory capital purposes.

· The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013. Conformance with the Volcker Rule and its implementing regulations is required by July 21, 2015 (or by July 21, 2016 in respect of investments in and relationships with covered funds that were in place prior to December 31, 2013, with the possibility of a further one-year extension). In the interim, banking entities must make good faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

· The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.

· For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered

75

certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements. See “Legal Investment” in this free writing prospectus and in the prospectus.

Your Yield May Be Affected by Defaults, Prepayments and Other Factors

General

The yield to maturity on each class of the offered certificates will depend in part on the following:

· the purchase price for the certificates;

· the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the respective classes of offered certificates with principal balances; and

· the allocation of shortfalls and losses on the mortgage loans to the respective classes of offered certificates.

Any changes in the weighted average lives of your certificates may adversely affect your yield. In general, if you buy a certificate at a premium, and principal distributions occur faster than expected, your actual yield to maturity will be lower than expected. If principal distributions are very high, holders of certificates purchased at a premium might not fully recover their initial investment. Conversely, if you buy a certificate at a discount and principal distributions occur more slowly than expected, your actual yield to maturity will be lower than expected.

Prepayments resulting in a shortening of weighted average lives of your certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.

In addition, the extent to which prepayments on the mortgage loans in the issuing entity ultimately affect the weighted average life of the certificates will depend on the terms of the certificates, more particularly:

· a class of certificates that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and

· a class of certificates that entitles the holders of the certificates to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.

76

The Timing of Prepayments and Repurchases May Change Your Anticipated Yield

We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experiences of commercial mortgage loans. For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from the application of loan reserves, property releases, casualty or condemnation, defaults and liquidations or repurchases upon breaches of representations and warranties or material document defects or purchases by a companion loan holder or mezzanine loan lender (if any) pursuant to a purchase option or sales of defaulted mortgage loans. The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

· the terms of the mortgage loans, including, the length of any prepayment lockout period and the applicable yield maintenance charges and prepayment premiums and the extent to which the related mortgage loan terms may be practically enforced;

· the level of prevailing interest rates;

· the availability of mortgage credit;

· the master servicer’s or special servicer’s ability to enforce yield maintenance charges and prepayment premiums;

· the failure to meet certain requirements for the release of escrows;

· the occurrence of casualties or natural disasters; and

· economic, demographic, tax, legal or other factors.

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Prepayment Protections and Certain Involuntary Prepayments” in this free writing prospectus for a description of certain prepayment protections and other factors that may influence the rate of prepayment of the mortgage loans. See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.

In addition, if a sponsor repurchases any mortgage loan from the issuing entity due to breaches of representations or warranties or document defects, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or other prepayment charge would be payable. Additionally, any mezzanine loan lender (if any) may have the option to purchase the related mortgage loan after certain defaults, and the purchase price may not include any yield maintenance payments or prepayment charges. As a result of such a repurchase or purchase, investors in the Class X-A, Class X-B and Class X-D certificates and any other certificates purchased at a premium might not fully recoup their initial investment. A repurchase, a prepayment or the exercise of a purchase option may adversely affect the yield to maturity on your certificates. In this respect, see “Description of the Mortgage Pool—Representations and Warranties” and “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans” in this free writing prospectus.

The Class X-A, Class X-B and Class X-D certificates will not be entitled to distributions of principal but instead will accrue interest on their respective notional amounts. Because the notional amount of the Class X-A certificates is based upon the outstanding certificate principal amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component, the yield to maturity on the Class X-A certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component. Because the notional amount of the Class X-B certificates is based upon the outstanding certificate principal amount of the Class B trust component, the yield to maturity on the Class X-B certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the Class B trust component. Because the notional amount of the Class X-D certificates is based upon the outstanding certificate principal amount of the Class D certificates, the yield to maturity on the Class X-D certificates will be extremely sensitive to the rate and timing of prepayments

77

of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the Class D certificates.

A rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X-A, Class X-B and/or Class X-D certificates. Investors in the Class X-A, Class X-B and Class X-D certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. The yield to maturity of the Class X-A, Class X-B and Class X-D certificates may be adversely affected by the prepayment of mortgage loans with higher net mortgage loan rates. See “Yield, Prepayment and Maturity Considerations—Yield on the Class X-A, Class X-B and Class X-D Certificates” in this free writing prospectus.

Losses and Shortfalls May Change Your Anticipated Yield

If losses on the mortgage loans exceed the aggregate certificate principal amount of the classes of certificates subordinated to a particular class, that class will suffer a loss equal to the full amount of the excess (up to the outstanding certificate principal amount of that class). Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates.

For example, certain shortfalls in interest as a result of involuntary prepayments may reduce the funds available to make payments on your certificates. In addition, if the master servicer or the trustee reimburses itself, or a master servicer, special servicer, trustee or other party to an Other PSA with respect to a non-serviced loan, out of general collections on the mortgage loans included in the issuing entity for any advance that it (or any such other party) has determined is not recoverable out of collections on the related mortgage loan, then to the extent that this reimbursement is made from collections of principal on the mortgage loans in the issuing entity, that reimbursement will reduce the amount of principal available to be distributed on the certificates and will result in a reduction of the certificate principal amount (or notional amount) of a class of certificates. See “Description of the Offered Certificates—Distributions” in this free writing prospectus. Likewise, if the master servicer or the trustee reimburses itself out of principal collections on the mortgage loans for any workout delayed reimbursement amounts, that reimbursement will reduce the amount of principal available to be distributed on the certificates on that distribution date. This reimbursement would have the effect of reducing current payments of principal on the offered certificates (other than the Class X-A, Class X-B and Class X-D certificates) and extending the weighted average lives of the offered certificates with principal balances. See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

In addition, to the extent losses are realized on the mortgage loans, first the Class G certificates, then the Class F certificates, then the Class E certificates, then the Class D certificates, then the Class C trust component (and correspondingly, the Class C certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component), then the Class B trust component (and correspondingly, the Class B certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component), then the Class A-S trust component (and correspondingly, the Class A-S certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component) and, then pro rata, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, based on their respective certificate principal amounts, will bear such losses up to an amount equal to the respective outstanding certificate principal amount thereof. A reduction in the certificate principal amount of the Class A-1, Class A-2, Class A-3 or Class A-AB certificates or the Class A-S trust component will result in a corresponding reduction in the notional amount of the Class X-A certificates. A reduction in the certificate principal amount of the Class B trust component will result in a corresponding reduction in the notional amount of the Class X-B certificates. A reduction in the certificate principal amount of the Class D certificates will result in a corresponding reduction in the notional amount of the Class X-D certificates. No representation is made as to the anticipated rate or timing of prepayments (voluntary or involuntary) or rate, timing or amount of liquidations or losses on the mortgage loans or as to the anticipated yield to maturity of any

78

such offered certificate. See “Yield, Prepayment and Maturity Considerations” in this free writing prospectus.

The exchangeable certificates will be subject to a realized loss or shortfall on the Class A-S, Class B or Class C trust component to the extent of their percentage interest in such trust component. See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded

Ratings assigned to the certificates by the nationally recognized statistical rating organizations engaged by the depositor:

· are based on, among other things, the economic characteristics of the mortgaged properties and other relevant structural features of the transaction;

· do not represent any assessment of the yield to maturity that a certificateholder may experience;

· reflect only the views of the respective rating agencies as of the date such ratings were issued;

· may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information;

· may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;

· may reflect assumptions by such rating agencies regarding performance of the mortgage loans that are not accurate, as evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued CMBS by the hired rating agencies and other nationally recognized statistical rating organizations during the recent credit crisis; and

· do not consider to what extent the certificates will be subject to prepayment or that the outstanding principal amount of any class of certificates will be prepaid.

In addition, the rating of any class of certificates below an investment grade rating by any nationally recognized statistical rating organization, whether upon initial issuance of such class of certificates or as a result of a ratings downgrade, could adversely affect the ability of an employee benefit plan or other investor to purchase or retain those certificates. See “ERISA Considerations” and “Legal Investment” in this free writing prospectus.

Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the certificates may nevertheless issue unsolicited credit ratings on one or more classes of certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by a rating agency engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the certificates that are lower than ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.

As part of the process of obtaining ratings for the certificates, the depositor had initial discussions with and submitted certain materials to DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. to rate certain classes of the certificates and not the other nationally recognized statistical rating organizations, due in

79

part to their initial subordination levels for the various classes of the certificates. If the depositor selected such other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you that the ratings such other nationally recognized statistical rating organizations would have assigned to the certificates would not have been lower than the ratings assigned by Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. to the classes of certificates they rated. In the case of Moody’s Investors Service, Inc., the depositor has only requested ratings for certain classes of rated certificates, due in part to the final subordination levels provided by Moody’s Investors Service, Inc. for the classes of certificates. If the depositor had selected Moody’s Investors Service, Inc. to rate the remaining classes of rated certificates not rated by it, its ratings of such certificates may have been different, and potentially lower, than those ratings ultimately assigned to such certificates by the other nationally recognized statistical rating organizations engaged to rate such certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.

Furthermore, the Securities and Exchange Commission may determine that any or all of the rating agencies engaged by the depositor to rate the certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the certificates, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the certificates. To the extent that the provisions of any mortgage loan or the pooling and servicing agreement condition any action, event or circumstance on the delivery of a rating agency confirmation, the pooling and servicing agreement will require delivery or deemed delivery of a rating agency confirmation only from the rating agencies engaged by the depositor to rate the certificates.

We are not obligated to maintain any particular rating with respect to the certificates, and the ratings initially assigned to the certificates by any or all of the rating agencies engaged by the depositor to rate the certificates could change adversely as a result of changes affecting, among other things, the underlying mortgage loans, the mortgaged properties, the sponsors, the certificate administrator, the trustee, the operating advisor, the master servicer or the special servicer, or as a result of changes to ratings criteria employed by any or all of the rating agencies engaged by the depositor to rate the certificates. Although these changes would not necessarily be or result from an event of default on any underlying mortgage loan, any adverse change to the ratings of the certificates would likely have an adverse effect on the market value, liquidity and/or regulatory characteristics of those certificates.

Further, certain actions provided for in loan agreements may require a rating agency confirmation be obtained from the rating agencies engaged by the depositor to rate the certificates as a precondition to taking such action. In certain circumstances, this condition may be deemed to have been met or waived without such a rating agency confirmation being obtained. In the event such an action is taken without a rating agency confirmation being obtained, we cannot assure you that the applicable rating agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—”Due-On-Sale” and “Due-On-Encumbrance” Provisions”, “The Pooling and Servicing Agreement—Rating Agency Confirmations” and “Ratings” in this free writing prospectus for additional considerations regarding the ratings, including a description of the process of obtaining confirmations of ratings for the certificates.

Commercial, Multifamily and Manufactured Housing Community Lending Is Dependent on Net Operating Income

The mortgage loans are secured by various income-producing commercial, multifamily and manufactured housing community properties. The repayment of a commercial, multifamily or manufactured housing community loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. Even the liquidation value of a commercial, multifamily or manufactured housing community property is determined, in substantial part, by the capitalization of the property’s ability to produce cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the commercial mortgage loan at any given time.

80

For certain historical financial information relating to the mortgaged properties, including net operating income for the most recent reporting period and prior three calendar years, to the extent available, prospective investors should review Annex A to this free writing prospectus. Certain mortgage loans are secured in whole or in part by mortgaged properties that have no prior operating history available or otherwise lack historical financial figures and information. A mortgaged property may lack prior operating history or historical financial information because it is newly constructed or renovated, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the sponsors’ access to or disclosure of such tenant’s financial information. The underwritten net cash flows and underwritten net operating income for mortgaged properties are derived principally from current rent rolls or tenant leases (or, in some cases, based on leases (or letters of intent) that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease (or letter of intent), or lease amendment expanding the leased space, but are not yet in occupancy and/or paying rent) and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. However, we cannot assure you that such tenants will execute leases (or letters of intent) or expand their space or, in any event, that actual cash flows from such mortgaged properties will meet such projected cash flows, income and expense levels or that those funds will be sufficient to meet the payment obligations of the related mortgage loans. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” in this free writing prospectus and “Risk Factors—Risks of Commercial and Multifamily Lending Generally” in the prospectus.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

· the length of tenant leases (including that in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenant, at a particular mortgaged property have leases that expire or permit the tenant(s) to terminate its or their lease(s) during the term of the related mortgage loan);

· the creditworthiness of tenants;

· tenant defaults;

· in the case of rental properties, the rate at which new rentals occur; and

· the property’s “operating leverage” which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with short-term revenue sources, such as short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults.

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of such assumptions or projections in whole or in part could cause the underwritten net operating income (calculated as described in “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” in this free writing prospectus) to vary substantially from the actual net operating income of a mortgaged property. See “—Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions” below.

Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions

As described under “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” in this free writing prospectus, underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the sponsors. No representation is made that the underwritten net cash flow set

81

forth in this free writing prospectus as of the cut-off date or any other date represents actual future net cash flows. For example, with respect to certain mortgage loans included in the trust, the occupancy of the related mortgaged property reflects tenants that may not have yet actually executed leases (or letters of intent) or that have signed leases but have not yet taken occupancy and/or are not paying full contractual rent or tenants that are seeking or may in the future seek to sublet all or a portion of their respective spaces, or tenants that are “dark” tenants but paying rent, or space that has been master leased to an affiliate of a borrower. Each investor should review these and other similar assumptions and make its own determination of the appropriate assumptions to be used in determining underwritten net cash flow. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent.

In the event of the inaccuracy of any assumptions or projections used in connection with the calculation of underwritten net cash flow, the actual net cash flow could be significantly different (and, in some cases, may be materially less) than the underwritten net cash flow presented in this free writing prospectus, and this would change other numerical information presented in this free writing prospectus based on or derived from the underwritten net cash flow, such as the debt service coverage ratios presented in this free writing prospectus.

In addition, the debt service coverage ratios set forth in this free writing prospectus for the mortgage loans and the mortgaged properties vary, and may vary substantially, from the debt service coverage ratios for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios as set forth in the related mortgage loan documents. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this free writing prospectus for additional information on certain of the mortgage loans in the issuing entity.

The Mortgage Loans Have Not Been Reunderwritten by Us; Some Mortgage Loans May Not Have Complied With Another Originator’s Underwriting Criteria

We have not reunderwritten the mortgage loans or the related whole loans. Instead, we have relied on the representations and warranties made by the related sponsor, and the remedies for breach of a representation and warranty as described under “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

If we had reunderwritten the mortgage loans or the related whole loans, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty or may have revealed inaccuracies in the representations and warranties. See “—Sponsors May Not Be Able To Make Required Repurchases or Substitutions of Defective Mortgage Loans” below, “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

In addition, we cannot assure you that all of the mortgage loans would have complied with the underwriting criteria of the other originators or, accordingly, that each originator would have made the same decision to originate every mortgage loan included in the issuing entity or, if they did decide to originate an unrelated mortgage loan, that they would have been underwritten on the same terms and conditions.

As a result of the foregoing, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this free writing prospectus and your own view of the mortgage pool.

Static Pool Data Would Not Be Indicative of the Performance of this Pool

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this free writing prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by any sponsor of assets of the type to be securitized (known as “static pool data”). In particular, static pool data showing a low level of

82

delinquencies and defaults would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors. While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Therefore, you should evaluate this offering on the basis of the information set forth in this free writing prospectus with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Appraisals May Not Reflect Current or Future Market Value of Each Property

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan (or whole loan, if applicable) or at or around the time of the acquisition of the mortgage loan (or whole loan, if applicable) by the related sponsor. See Annex A to this free writing prospectus for dates of the latest appraisals for the mortgaged properties.

In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different conclusion than that of a different appraiser with respect to the same property. The appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. The amount could be significantly higher than the amount obtained from the sale of a mortgaged property in a distress or liquidation sale. Information regarding the appraised values of the mortgaged properties (including loan-to-value ratios) presented in this free writing prospectus is not intended to be a representation as to the past, present or future market values of the mortgaged properties. For example, in some cases, a borrower or its affiliate may have acquired the related mortgaged property for a price or otherwise for consideration in an amount that is less than the related appraised value specified on Annex A to this free writing prospectus, including at a foreclosure sale or through acceptance of a deed-in-lieu of foreclosure. Historical operating results of the mortgaged properties used in these appraisals, as adjusted by various assumptions, estimates and subjective judgments on the part of the appraiser, may not be comparable to future operating results. In addition, other factors may impair the mortgaged properties’ value without affecting their current net operating income, including:

· changes in governmental regulations, zoning or tax laws;

· potential environmental or other legal liabilities;

· the availability of refinancing; and

· changes in interest rate levels.

In certain cases, appraisals may reflect both “as stabilized” and “as-is” values or other values. However, the appraised value reflected in this free writing prospectus with respect to each mortgaged property, except as described under “Description of the Mortgage Pool—Certain Calculations and Definitions”, reflects only the “as-is” value (or, in certain cases, may reflect the “as stabilized” or other values as a result of the satisfaction of the related conditions or assumptions unless otherwise specified), which may contain certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. See “Description of the Mortgage Pool—Appraised Value” in this free writing prospectus.

We cannot assure you that the information set forth in this free writing prospectus regarding appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties. Additionally, with respect to the appraisals setting forth assumptions, particularly those setting forth extraordinary assumptions, as to the “as-is”, “as stabilized” or other values, we cannot assure you that those assumptions are or will be accurate or that the “as-is”, “as stabilized” or other values will be the value of the related mortgaged property at the indicated stabilization date or at maturity. Any engineering report, site inspection or appraisal represents only the analysis of the individual

83

consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items. See “Transaction Parties—The Originators—The Goldman Originators—Origination and Underwriting Process” and “—Cantor Commercial Real Estate Lending, L.P.—Assessments of Property Condition” in this free writing prospectus for additional information regarding the appraisals.

Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases

General

Any tenant may, from time to time, experience a downturn in its business, which may weaken its financial condition and result in a reduction or failure to make rental payments when due. If tenants’ sales were to decline, percentage rents may decline and, further, tenants may be unable to pay their base rent or other occupancy costs. If a tenant defaults in its obligations to a property owner, that property owner may experience delays in enforcing its rights as lessor and may incur substantial costs and experience significant delays associated with protecting its investment, including costs incurred in renovating and reletting the property.

Additionally, the income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if:

· space in the mortgaged properties could not be leased or re-leased or substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;

· leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may be leased;

· a significant tenant were to become a debtor in a bankruptcy case;

· rental payments could not be collected for any other reason; or

· a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.

A Tenant Concentration May Result in Increased Losses

A deterioration in the financial condition of a tenant, the failure of a tenant to renew its lease or the exercise by a tenant of an early termination right can be particularly significant if a mortgaged property is owner-occupied, leased to a single tenant, or if any tenant makes up a significant portion of the rental income at the mortgaged property.

Concentrations of particular tenants among the mortgaged properties or within a particular business or industry at one or multiple mortgaged properties increase the possibility that financial problems with such tenants or such business or industry sectors could affect the mortgage loans. In addition, the mortgage loans may be adversely affected if a tenant at the mortgaged property is highly specialized, or dependent on a single industry or only a few customers for its revenue. See “—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” below, and “Description of the Mortgage Pool—Tenant Issues—Tenant Concentrations” in this free writing prospectus for information on tenant concentrations in the mortgage pool.

Mortgaged Properties Leased to Multiple Tenants Also Have Risks

If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for

84

payments on the related mortgage loan. Multi-tenant mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses. See Annex A to this free writing prospectus for tenant lease expiration dates for the five largest tenants at each mortgaged property.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, there may be conflicts. For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant. We cannot assure you that the conflicts arising where a borrower is affiliated with a tenant at a mortgaged property will not adversely impact the value of the related mortgage loan. See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases” in this free writing prospectus for information on properties leased in whole or in part to borrowers and their affiliates.

Tenant Bankruptcy Could Result in a Rejection of the Related Lease

The bankruptcy or insolvency of a major tenant or a number of smaller tenants, such as in retail properties, may have an adverse impact on the mortgaged properties affected and the income produced by such mortgaged properties. Under the Bankruptcy Code, a tenant has the option of assuming or rejecting or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim against the tenant and a lessor’s damages for lease rejection are generally subject to certain limitations. We cannot assure you that tenants of the mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants so file, that they will continue to make rental payments in a timely manner. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus. See “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in this free writing prospectus for information regarding bankruptcy issues with respect to certain mortgage loans.

Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure

In certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions that require the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement, the tenants may terminate their leases upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if such tenants were paying above-market rents or could not be replaced. If a lease is not subordinate to a mortgage, the issuing entity will not possess the right to dispossess the tenant upon foreclosure of the mortgaged property (unless otherwise agreed to with the tenant). Also, if the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage. Not all leases were reviewed to ascertain the existence of attornment or subordination provisions.

With respect to certain of the mortgage loans, the related borrower has given to certain tenants or others an option to purchase, a right of first refusal and/or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right is not subordinate to the related mortgage. This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property. See “Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First

85

Refusal” in this free writing prospectus for information regarding material purchase options and/or rights of first refusal, if any, with respect to mortgaged properties securing certain mortgage loans.

Early Lease Termination Options May Reduce Cash Flow

Any exercise of a termination right by a tenant at a mortgaged property could result in vacant space at the related mortgaged property, renegotiation of the lease with the related tenant or re-letting of the space. Any such vacated space may not be re-let. Furthermore, such foregoing termination and/or abatement rights may arise in the future or materially adversely affect the related borrower’s ability to meet its obligations under the related loan documents. See “Description of the Mortgage Pool—Tenant Issues—Lease Terminations and Expirations” in this free writing prospectus for information on material tenant lease expirations and early termination options.

Mortgaged Properties Leased to Not-for-Profit Tenants Also Have Risks

Certain mortgaged properties may have tenants that are charitable institutions that generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses. We cannot assure you that the rate, frequency and level of individual contributions or governmental grants and subsidies will continue with respect to any such institution. A reduction in contributions or grants may impact the ability of the related institution to pay rent, and we cannot assure you that the related borrower will be in a position to meet its obligations under the related mortgage loan documents if such tenant fails to pay its rent.

Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses

The effect of mortgage pool loan losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. As mortgage loans pay down or properties are released, the remaining mortgage loans may face a higher risk with respect to the diversity of property types and property characteristics and with respect to the number of borrowers.

See the tables entitled “Distribution of Remaining Terms to Maturity” in Annex C to this free writing prospectus for a stratification of the remaining terms to maturity of the mortgage loans. Because principal on the certificates and/or trust components is payable in sequential order of payment priority, and a class or trust component receives principal only after the preceding class(es) or trust component(s) have been paid in full, classes or trust components that have a lower sequential priority are more likely to face these types of risk of concentration than classes or trust components with a higher sequential priority.

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. Mortgaged property types representing more than 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (based on allocated loan amount) are retail, office, hospitality and multifamily properties. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Types” in this free writing prospectus for information on the types of mortgaged properties securing the mortgage loans in the mortgage pool. For a description of the risks relating to the specific property types, see “Risk Factors—Retail Properties Have Special Risks,” “—Office Properties Have Special Risks,” “—Hospitality Properties Have Special Risks” and
“—Multifamily Properties Have Special Risks” in the prospectus.

Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or specific to particular geographic areas or regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that conditions in the real estate market where the mortgaged property is located, or other adverse economic or other developments or natural disasters (e.g., earthquakes, floods, forest fires, tornadoes or hurricanes or changes in governmental rules or fiscal policies) affecting a particular region of the country, could increase the frequency and severity of losses on mortgage loans secured by those

86

mortgaged properties. Mortgaged properties securing more than 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (based on allocated loan amount) are located in California, New York, Texas, Massachusetts, Indiana, Florida and Ohio. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Geographic Concentrations” in this free writing prospectus.

Some of the mortgaged properties are located in areas that, based on low population density, poor economic demographics (such as higher than average unemployment rates, lower than average annual household income and/or overall loss of jobs) and/or negative trends in such regards, would be considered secondary or tertiary markets.

A concentration of mortgage loans with the same borrower or related borrowers also can pose increased risks:

· if a borrower that owns or controls several mortgaged properties (whether or not all of them secure mortgage loans in the mortgage pool) experiences financial difficulty at one mortgaged property, it could defer maintenance at another mortgaged property in order to satisfy current expenses with respect to the first mortgaged property;

· a borrower could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting debt service payments on the mortgage loans in the mortgage pool secured by that borrower’s mortgaged properties (subject to the master servicer’s and the trustee’s obligation to make advances for monthly payments) for an indefinite period; and

· mortgaged properties owned by the same borrower or related borrowers are likely to have common management, common general partners and/or common managing members increasing the risk that financial or other difficulties experienced by such related parties could have a greater impact on the pool of mortgage loans. See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” below.

See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus for information on the composition of the mortgage pool by property type and geographic distribution and loan concentration.

Risks Relating to Enforceability of Cross-Collateralization

Cross-collateralization arrangements may be terminated in certain circumstances under the terms of the related mortgage loan documents. Cross-collateralization arrangements whereby multiple borrowers grant their respective mortgaged properties as security for one or more mortgage loans could be challenged as fraudulent conveyances by the creditors or the bankruptcy estate of any of the related borrowers.

Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by that borrower from the respective mortgage loan proceeds, as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could subordinate all or part of the mortgage loan to other debt of that borrower, recover prior payments made on that mortgage loan, or take other actions such as invalidating the mortgage loan or the mortgages securing the cross-collateralization. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues—Avoidance Actions” in the prospectus.

In addition, when multiple real properties secure a mortgage loan, the amount of the mortgage encumbering any particular one of those properties may be less than the full amount of the related aggregate mortgage loan indebtedness, to minimize recording tax. This mortgage amount is generally established at 100% to 150% of the appraised value or allocated loan amount for the mortgaged property and will limit the extent to which proceeds from the property will be available to offset declines in value of the other properties securing the same mortgage loan.

87

See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus for a description of any mortgage loans that are cross-collateralized and cross-defaulted with each other or that are secured by multiple properties owned by multiple borrowers.

The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property

The operation and performance of a mortgage loan (or whole loan) will depend in part on the identity of the persons or entities who control the borrower and the mortgaged property. The performance of a mortgage loan (or whole loan) may be adversely affected if control of a borrower changes, which may occur, for example, by means of transfers of direct or indirect ownership interests in the borrower, or if the mortgage loan (or whole loan) is assigned to and assumed by another person or entity along with a transfer of the property to that person or entity.

Many of the mortgage loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, although there is already existing mezzanine/subordinate debt, and mezzanine/subordinate debt is permitted in the future, in the case of certain mortgage loans. We cannot assure you the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” and “—Certain Terms of the Mortgage Loans—”Due-On-Sale” and “Due-On-Encumbrance” Provisions”in this free writing prospectus.

The Borrower’s Form of Entity May Cause Special Risks

The borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail greater risks of loss than those associated with mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most entities generally, but not in all cases, do not have personal assets and creditworthiness at stake. The terms of certain of the mortgage loans require that the borrowers be single-purpose entities, however, we cannot assure you that such borrowers will comply with such requirements. Furthermore, in many cases such borrowers are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “special purpose entities”.

Although a borrower may currently be a single purpose entity, in certain cases the borrowers may not have been originally formed as single purpose entities, but at origination of the related mortgage loan (or whole loan, as applicable) their organizational documents were amended. That borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single purpose entity” and thus may have liabilities arising from events prior to becoming a single purpose entity. Furthermore, the bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage.

Certain of the mortgage loans have been made to special purpose limited partnerships that have a general partner or general partners that are not themselves special purpose entities. Such loans are subject to additional bankruptcy risk. The organizational documents of the general partner do not limit it to acting as the general partner of the partnership. Accordingly there is a greater risk that the general partner may become insolvent for reasons unrelated to the mortgaged property. The bankruptcy of a general partner may dissolve the partnership under applicable state law. In addition, even if the partnership itself is not insolvent, actions by the partnership and/or a bankrupt general partner that are outside the ordinary course of their business, such as refinancing the related mortgage loan, may require prior approval of the bankruptcy court in the general partner’s bankruptcy case. The proceedings required to resolve these issues may be costly and time-consuming.

However, any borrower, even an entity structured as a special purpose entity, as an owner of real estate, will be subject to certain potential liabilities and risks as an owner of real estate. We cannot

88

assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.

In addition, borrowers may own a mortgaged property as a Delaware statutory trust or as tenants in common. Delaware statutory trusts are restricted in their ability to actively operate a property, and in the case of a mortgaged property that is owned by a Delaware statutory trust or by tenants-in-common, there is a risk that obtaining the consent of the holders of the beneficial interests in the Delaware statutory trust or the consent of the tenants-in-common will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property. In a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property. Absent other arrangements, a tenancy-in-common entails the risk that a bankruptcy, dissolution or action for partition by one or more of the tenants-in-common will result in significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), a material impairment in property management, a substantial decrease in the amount recoverable upon the related mortgage asset and/or early repayment of the related mortgage asset. Although the conditions to a conversion to a tenancy-in-common include arrangements intended to lessen these risks, such as waivers of the right to partition, we cannot assure you that such arrangements are in all cases implemented or, if challenged, would be enforced. See “Risk Factors—Tenancies in Common May Hinder Recovery” in the prospectus.

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Single Purpose Entity Covenants” in this free writing prospectus and “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans

Numerous statutory provisions, including the Bankruptcy Code and state laws affording relief to debtors, may interfere with and delay the ability of a secured mortgage lender to obtain payment of a loan, to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of a bankruptcy petition, and, often, no interest or principal payments are made during the course of the bankruptcy proceeding. Also, under federal bankruptcy law, the filing of a petition in bankruptcy by or on behalf of a junior lien holder may stay the senior lender from taking action to foreclose out such junior lien. Certain of the mortgage loans have sponsors that have previously filed bankruptcy and we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related mortgage loan documents. As a result, the issuing entity’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. See “—Other Financings or Ability To Incur Other Financings Entails Risk” below, “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in this free writing prospectus and “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

Additionally, the courts of any state may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the action unconscionable. See “Certain Legal Aspects of the Mortgage Loans—Foreclosure” in the prospectus.

89

Additionally, in February 2012, a bill was passed by the Georgia Senate and introduced in the Georgia State House of Representatives that would limit rights of holders that acquired loans for less than par, by limiting the amount that a purchaser of debt (including the issuing entity) could collect from a guarantor of a commercial mortgage loan to the lesser of the purchase price paid for the debt or the maximum amount of the guarantee. The bill would apply both retroactively and prospectively to all types of loans made to all types of borrowers and presumably to the mortgage loans. If enacted, legislation of this type would appear to interfere with established contractual rights, and as such may be unconstitutional insofar as it would be applied to debt sold or transferred prior to the legislation’s enactment date. This type of measure could undermine the value of the mortgage loans and the special servicer’s workout efforts including, without limitation, the ability to collect on a guaranty or to use the threat of the same as a mechanism to compel a borrower to engage in a workout or provide a deed-in-lieu of foreclosure. The legislative session of the Georgia State House of Representatives ended without a vote on the bill. As a result, the bill died; however, we cannot assure you that a similar bill will not be re-introduced and passed in Georgia or in any other state in future legislative sessions.

See also “—Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” above.

Mortgage Loans Are Non-recourse and Are Not Insured or Guaranteed

The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.

Investors should treat each mortgage loan as a non-recourse loan. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the loan. Consequently, payment prior to maturity is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity is primarily dependent upon the market value of the mortgaged property or the borrower’s ability to refinance the mortgaged property.

Although the mortgage loans generally are non-recourse in nature, certain mortgage loans contain non-recourse carveouts for liabilities such as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters. Certain mortgage loans set forth under “Description of the Mortgage Pool—Non-recourse Carveout Limitations” in this free writing prospectus either do not contain non-recourse carveouts or contain material limitations to non-recourse carveouts. Often these obligations are guaranteed by an affiliate of the related borrower, although liability under any such guaranty may be capped or otherwise limited in amount or scope. Furthermore, the guarantor’s net worth and liquidity may be less (and in some cases, materially less) than amounts due under the related mortgage loan or the guarantor’s sole asset may be its interest in the related borrower. Certain mortgage loans may have the benefit of a general payment guaranty of a portion of the indebtedness under the mortgage loan. In addition, certain non-recourse carveout guarantors may not be United States citizens. We cannot assure you that the lender will be able to collect on a guaranty from non-US citizens as such individuals or entities may be beyond the jurisdiction of United States courts. In all cases, however, the mortgage loans should be considered to be non-recourse obligations because neither the depositor nor the sponsors make any representation or warranty as to the obligation or ability of any borrower or guarantor to pay any deficiencies between any foreclosure proceeds and the mortgage loan indebtedness. No mortgage loan will be insured or guaranteed by any government, governmental instrumentality, private insurer or (except as described above) other person or entity.

Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses

The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates. Environmental reports were prepared for the mortgaged properties as described in “Description of the Mortgage Pool—Environmental Considerations” in this free writing prospectus, however, it is possible that the environmental reports and/or supplemental “Phase II” sampling did not reveal all environmental liabilities, or that there are material environmental liabilities of which we are not aware. Also, the environmental condition of the mortgaged properties in the future could be affected by the activities of tenants and occupants or by third parties unrelated to the borrowers. For a more detailed

90

description of environmental matters that may affect the mortgaged properties, see “Risk Factors—Environmental Law Considerations” and “Certain Legal Aspects of the Mortgage Loans—Environmental Risks” in the prospectus.

Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties

Certain of the mortgaged properties are properties which are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation. To the extent applicable, we cannot assure you that any escrow or reserve collected will be sufficient to complete the current renovation or be otherwise sufficient to satisfy any tenant improvement expenses at a mortgaged property. Failure to complete those planned improvements may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.

Certain of the hospitality properties securing the mortgage loans are currently undergoing or are scheduled to undergo renovations or property improvement plans (“PIPs”). In some circumstances, these renovations or PIPs may necessitate taking a portion of the available guest rooms temporarily offline, temporarily decreasing the number of available rooms and the revenue generating capacity of the related hotel. In other cases, these renovations may involve renovations of common spaces or external features of the related hotel, which may cause disruptions or otherwise decrease the attractiveness of the related hotel to potential guests. These PIPs may be required under the related franchise or management agreement and a failure to timely complete them may result in a termination or expiration of a franchise or management agreement and may be an event of default under the related mortgage loan.

Certain of the retail properties securing the mortgage loans are currently undergoing or are scheduled to undergo renovations or property expansions. Such renovations or expansions may be required under tenant leases and a failure to timely complete such renovations or expansions may result in a termination of such lease and may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.

We cannot assure you that current or planned redevelopment, expansion or renovation will be completed, that such redevelopment, expansion or renovation will be completed in the time frame contemplated, or that, when and if redevelopment, expansion or renovation is completed, such redevelopment, expansion or renovation will improve the operations at, or increase the value of, the related mortgaged property. Failure of any of the foregoing to occur could have a material negative impact on the related mortgaged property, which could affect the ability of the related borrower to repay the related mortgage loan.

In the event the related borrower fails to pay the costs for work completed or material delivered in connection with such ongoing redevelopment, expansion or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan.

The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income. See “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion” in this free writing prospectus for information regarding mortgaged properties which are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property, for example, zoning laws and the Americans With Disabilities Act of 1990, as amended, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities. See “Certain Legal Aspects of the Mortgage Loans—Americans With Disabilities Act” in the prospectus. The expenditure of these costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s

91

noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.

Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

There may be (and there may exist from time to time) pending or threatened legal proceedings against, or disputes with, the borrowers, the property sponsors and the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. We have not undertaken a search for all legal proceedings that relate to the borrowers, property sponsors or managers for the mortgaged properties and their respective affiliates. Potential investors are advised and encouraged to perform their own searches related to such matters to the extent relevant to their investment decision. Any such litigation or dispute may materially impair distributions to certificateholders if borrowers must use property income to pay judgments, legal fees or litigation costs. We cannot assure you that any litigation or dispute or any settlement of any litigation or dispute will not have a material adverse effect on your investment.

In addition, in the event the owner of a borrower experiences financial problems, we cannot assure you that such owner would not attempt to take actions with respect to the mortgaged property that may adversely affect the borrower’s ability to fulfill its obligations under the related mortgage loan. See “Description of the Mortgage Pool—Litigation and Other Considerations” in this free writing prospectus for information regarding litigation matters with respect to certain mortgage loans.

Other Financings or Ability To Incur Other Financings Entails Risk

When a borrower (or its constituent members) also has one or more other outstanding loans (even if they are pari passu, subordinated, mezzanine or unsecured loans or another type of equity pledge), the issuing entity is subjected to additional risk such as:

· the borrower (or its constituent members) may have difficulty servicing and repaying multiple loans;

· the existence of another loan will generally also make it more difficult for the borrower to obtain refinancing of the related mortgage loan (or whole loan, if applicable) or sell the related mortgaged property and may thereby jeopardize repayment of the mortgage loan (or whole loan, if applicable);

· the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and the value of the mortgaged property may decline as a result;

· if a borrower (or its constituent members) defaults on its mortgage loan and/or any other loan, actions taken by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the issuing entity, including the mortgaged property, or stay the issuing entity’s ability to foreclose during the course of the bankruptcy case;

· the bankruptcy of another lender also may operate to stay foreclosure by the issuing entity; and

· the issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.

Although the companion loans related to a serviced whole loan and the non-serviced loans are not assets of the issuing entity, each related borrower is still obligated to make interest and principal payments on such loans. As a result, the issuing entity is subject to additional risks, including:

92

· the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may fall as a result; and

· the risk that it may be more difficult for the borrower to refinance these loans or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of such loans and the related additional debt at maturity.

With respect to mezzanine financing (if any), while a mezzanine lender has no security interest in the related mortgaged properties, a default under a mezzanine loan could cause a change in control of the related borrower. With respect to mortgage loans that permit mezzanine financing, the relative rights of the mortgagee and the related mezzanine lender will generally be set forth in an intercreditor agreement, which agreements typically provide that the rights of the mezzanine lender (including the right to payment) against the borrower and mortgaged property are subordinate to the rights of the mortgage lender and that the mezzanine lender may not take any enforcement action against the mortgage borrower and mortgaged property.

In addition, the mortgage loan documents related to certain mortgage loans have “preferred equity” structures, and additional mortgage loans may allow the related borrower to employ such structures, where one or more special limited partners or members receive a preferred return in exchange for an infusion of capital or other type of equity pledge that may require payments of excess cash flow. Such arrangements can present risks that resemble mezzanine debt, including dilution of the sponsor’s equity in the mortgaged property, stress on the cash flow in the form of a preferred return or excess cash payments, and/or potential changes in the management of the related mortgaged property in the event the preferred return is not satisfied.

For additional information, see “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” and “The Pooling and Servicing Agreement—Servicing of the Whole Loans” in this free writing prospectus.

Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date; Longer Amortization Schedules and Interest-Only Provisions Increase Risk

Mortgage loans with substantial remaining principal balances at their stated maturity date involve greater risk than fully-amortizing mortgage loans. This is because the borrower may be unable to repay the loan at that time. In addition, fully amortizing mortgage loans which may pay interest on an “actual/360” basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity.

All the mortgage loans have amortization schedules that are significantly longer than their respective terms to maturity and many of the mortgage loans require only payments of interest for part or all of their respective terms. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Due Dates; Mortgage Loan Rates; Calculations of Interest” in this free writing prospectus. A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date of the mortgage loan, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all. That higher principal amount outstanding could both (i) make it more difficult for the related borrower to make the required balloon payment at maturity and (ii) lead to increased losses for the issuing entity either during the loan term or at maturity if the mortgage loan becomes a defaulted mortgage loan.

93

A borrower’s ability to repay a mortgage loan (or whole loan) on its stated maturity date typically will depend upon its ability either to refinance the mortgage loan (or whole loan) or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

· the availability of, and competition for, credit for commercial, multifamily or manufactured housing community real estate projects, which fluctuate over time;

· the prevailing interest rates;

· the net operating income generated by the mortgaged property;

· the fair market value of the related mortgaged property;

· the borrower’s equity in the related mortgaged property;

· significant tenant rollover at the related mortgaged properties (see “Risk Factors—Retail Properties Have Special Risks” and “—Office Properties Have Special Risks” in the prospectus);

· the borrower’s financial condition;

· the operating history and occupancy level of the mortgaged property;

· reductions in applicable government assistance/rent subsidy programs;

· the tax laws; and

· prevailing general and regional economic conditions.

With respect to any whole loan, the risks relating to balloon payment obligations are enhanced by the existence of the related companion loans.

None of the sponsors, any party to the pooling and servicing agreement or any other person will be under any obligation to refinance any mortgage loan. However, in order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer (and each Other PSA governing the servicing of a non-serviced loan may permit the related Other special servicer) to extend and modify mortgage loans in a manner consistent with the applicable servicing standard, subject to the limitations (or, in the case of a non-serviced loan, limitations of the type) described under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Modifications, Waivers and Amendments” in this free writing prospectus.

Neither the master servicer nor the special servicer will have the ability to extend or modify any non-serviced loan because such mortgage loan is being serviced by a master servicer or special servicer pursuant to the applicable Other PSA. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

We cannot assure you, however, that any extension or modification will increase the present value of recoveries in a given case. Whether or not losses are ultimately sustained, any delay in collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan, will likely extend the weighted average life of your certificates.

The credit crisis and economic downturn resulted in tightened lending standards and a reduction in capital available to refinance commercial mortgage loans at maturity. These factors increased the risk that refinancing may not be available for commercial mortgage loans. We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date.

94

See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus.

Risks Relating to Interest on Advances and Special Servicing Compensation

To the extent described in this free writing prospectus, the master servicer, the special servicer and the trustee will each be entitled to receive interest on unreimbursed advances made by it at the “Prime Rate” as published in The Wall Street Journal. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred to the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, a mortgage loan will be specially serviced and the special servicer will be entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the special servicer may lead to shortfalls in amounts otherwise distributable on your certificates.

Increases in Real Estate Taxes May Reduce Available Funds

Certain of the mortgaged properties securing the mortgage loans have or may in the future have the benefit of reduced real estate taxes in connection with a local government “payment in lieu of taxes” (or “PILOT”) program or other tax abatement arrangements. Upon expiration of such program or if such programs were otherwise terminated, the related borrower would be required to pay higher, and in some cases substantially higher, real estate taxes. Prior to expiration of such program, the tax benefit to the mortgaged property may decrease throughout the term of the expiration date until the expiration of such program. An increase in real estate taxes may impact the ability of the borrower to pay debt service on the mortgage loan.

See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in this free writing prospectus for descriptions of real estate tax matters relating to certain mortgaged properties.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties securing the mortgage loans included in the issuing entity may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason. For example, a mortgaged property may not be readily convertible due to restrictive covenants related to such mortgaged property, including in the case of mortgaged properties that are subject to a condominium regime or subject to a ground lease, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. Additionally, any vacancy with respect to self storage facilities, hospitality properties, restaurants, theater space, dental or medical offices, health clubs, data centers, parking garages, specialized industrial spaces and warehouses would not be easily converted to other uses due to their unique construction requirements. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such properties.

Condominium interests in buildings and/or other improvements in some cases constitute less than a majority of such voting rights and result in the related borrower not having control of the related condominium or owners association. The board of managers or directors of the related condominium generally has discretion to make decisions affecting the condominium, and we cannot assure you that the related borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers or directors. Thus, decisions made by that board of managers or directors, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have a significant impact on the related mortgage loans in the trust fund that are secured by mortgaged properties consisting of such condominium interests. We cannot assure you that

95

the related board of managers or directors will always act in the best interests of the related borrower under the related mortgage loans. In addition, with respect to each such mortgage loan, there are certain circumstances when insurance proceeds must be used to repair and restore the related mortgaged property in accordance with the terms of the governing documents for the related condominium.

In addition, due to the nature of condominiums, a default on the part of the borrower with respect to such mortgaged properties will not allow the special servicer the same flexibility in realizing on the collateral as is generally available with respect to commercial properties that are not condominium units. The rights of other unit or property owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. In addition, in the event of a casualty with respect to a condominium, due to the possible existence of multiple loss payees on any insurance policy covering such property, there could be a delay in the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon the collateral described above could subject the certificateholders to a greater delay, expense and risk than with respect to a mortgage loan secured by a commercial property that is not a condominium unit.

Furthermore, certain properties may be subject to certain low-income housing restrictions in order to remain eligible for low-income housing tax credits or governmental subsidized rental payments that could prevent the conversion of the mortgaged property to alternative uses. The liquidation value of any mortgaged property, subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if the property were readily adaptable to other uses. See “Risk Factors—Multifamily Properties Have Special Risks” in the prospectus.

Zoning or other restrictions also may prevent alternative uses. See “—Risks Related to Zoning Non-Compliance and Use Restrictions” below.

Risks Related to Zoning Non-Compliance and Use Restrictions

Certain of the mortgaged properties may not comply with current zoning laws, including density, use, parking, height, landscaping, open space and set back requirements, due to changes in zoning requirements after such mortgaged properties were constructed. These properties, as well as those for which variances or special permits were issued or for which non-conformity with current zoning laws is otherwise permitted, are considered to be a “legal non-conforming use” and/or the improvements are considered to be “legal non-conforming structures”. This means that the borrower is not required to alter its structure to comply with the existing or new law; however, the borrower may not be able to rebuild the premises “as is” in the event of a substantial casualty loss. This may adversely affect the cash flow of the property following the loss. If a substantial casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full. In addition, if a non-conforming use were to be discontinued and/or the property were repaired or restored in conformity with the current law, the value of the property or the revenue-producing potential of the property may not be equal to that before the casualty.

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures”. The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non-conformities. In some cases, the related borrower has obtained law and ordinance insurance to cover additional costs that result from rebuilding the mortgaged property in accordance with current zoning requirements. However, if as a result of the applicable zoning laws the rebuilt improvements are smaller or less attractive to tenants than the original improvements, the resulting loss in income will generally not be covered by law and ordinance insurance.

In addition, certain of the mortgaged properties may be subject to certain use restrictions, building restrictions and/or operational requirements imposed pursuant to development agreements, ground leases, restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations or, in the case of those mortgaged properties that are condominiums,

96

condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building. Such restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius. These limitations impose upon the borrower stricter requirements with respect to repairs and alterations, including following a casualty loss. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan. See “Description of the Mortgage Pool—Use Restrictions” in this free writing prospectus for examples of mortgaged properties that are subject to restrictions relating to the use of the mortgaged properties.

Risks Relating to Inspections of Properties

Licensed engineers or consultants inspected the mortgaged properties at or about the time of the origination of the mortgage loans to assess items such as structural integrity of the buildings and other improvements on the mortgaged property, including exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, we cannot assure you that all conditions requiring repair or replacement were identified. No additional property inspections were conducted in connection with the closing of the offered certificates.

Insurance May Not Be Available or Adequate

Although the mortgaged properties are required to be insured, or self-insured by a sole tenant of a related building or group of buildings, against certain risks, there is a possibility of casualty loss with respect to the mortgaged properties for which insurance proceeds may not be adequate or which may result from risks not covered by insurance.

In addition, certain types of mortgaged properties, such as manufactured housing and recreational vehicle communities, have few or no insurable buildings or improvements and thus do not have casualty insurance or low limits of casualty insurance in comparison with the related mortgage loan balances.

In addition, hazard insurance policies will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage, generally 80% to 90%, of the full replacement value of the improvements on the related mortgaged property in order to recover the full amount of any partial loss. As a result, even if insurance coverage is maintained, if the insured’s coverage falls below this specified percentage, those clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of (1) the replacement cost of the improvements less physical depreciation and (2) that proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of those improvements.

Eight (8) of the mortgaged properties, representing approximately 18.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, by allocated loan amount, are located in areas that are considered a high earthquake risk (seismic zones 3 or 4). Seismic reports were prepared with respect to these mortgaged properties, and based on those reports, no mortgaged property has a seismic expected loss greater than 14%.

Furthermore, with respect to certain mortgage loans, the insurable value of the related mortgaged property as of the origination date of the related mortgage loan was lower than the principal balance of the related mortgage loan. In the event of a casualty when a borrower is not required to rebuild or cannot rebuild, we cannot assure you that the insurance required with respect to the related mortgaged property will be sufficient to pay the related mortgage loan in full and there is no “gap” insurance required under such mortgage loan to cover any difference. In those circumstances, a casualty that occurs near the maturity date may result in an extension of the maturity date of the mortgage loan if the master servicer, in accordance with the servicing standard, determines that such extension was in the best interest of certificateholders.

97

The mortgage loans do not all require flood insurance on the related mortgaged properties unless they are in a flood zone and flood insurance is available and, in certain instances, even where the related mortgaged property was in a flood zone and flood insurance was available, flood insurance was not required.

We cannot assure you that the borrowers will in the future be able to comply with requirements to maintain adequate insurance with respect to the mortgaged properties, and any uninsured loss could have a material adverse impact on the amount available to make payments on the related mortgage loan, and consequently, the offered certificates. As with all real estate, if reconstruction (for example, following fire or other casualty) or any major repair or improvement is required to the damaged property, changes in laws and governmental regulations may be applicable and may materially affect the cost to, or ability of, the borrowers to effect such reconstruction, major repair or improvement. As a result, the amount realized with respect to the mortgaged properties, and the amount available to make payments on the related mortgage loan, and consequently, the offered certificates, could be reduced. In addition, we cannot assure you that the amount of insurance required or provided would be sufficient to cover damages caused by any casualty, or that such insurance will be available in the future at commercially reasonable rates.

Terrorism Insurance May  Be Unavailable or Insufficient

The occurrence or the possibility of terrorist attacks could (1) lead to damage to one or more of the mortgaged properties if any terrorist attacks occur or (2) result in higher costs for security and insurance premiums or diminish the availability of insurance coverage for losses related to terrorist attacks, particularly for large properties, which could adversely affect the cash flow at those mortgaged properties.

Following the September 11, 2001 terrorist attacks in the New York City area and Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) eliminated coverage for acts of terrorism from their reinsurance policies. Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage. In order to offset this risk, Congress created the Terrorism Insurance Program pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2007 which was reauthorized and amended on January 12, 2015 until December 31, 2020 under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (as amended, “TRIPRA”). See “Certain Legal Aspects of the Mortgage Loans—Terrorism Insurance Program” in the prospectus.

Even if terrorism insurance is required by the mortgage loan documents for a mortgage loan, that requirement may be subject to a cap on the cost of the premium for terrorism insurance that a borrower is required to pay or a commercially reasonable standard on the availability or cost of the insurance. See ”Structural and Collateral Term Sheet” in Annex B to this free writing prospectus for a description of any requirements for terrorism insurance for the largest 10 mortgage loans by aggregate principal balance of the pool of mortgage loans as of the cut-off date.

Other mortgaged properties securing mortgage loans may also be insured under a blanket policy or self-insured or insured by a sole tenant. See “—Risks Associated with Blanket Insurance Policies or Self-Insurance” below.

We cannot assure you that the Terrorism Insurance Program will create any long term changes in the availability and cost of insuring terrorism risks. In addition, we cannot assure you that terrorism insurance or the Terrorism Insurance Program will be available or provide sufficient protection against risks of loss on the mortgaged properties resulting from acts of terrorism.

As a result of any of the foregoing, the amount available to make distributions on your certificates could be reduced.

98

Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties of the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties). In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover each mortgaged property’s insurable risks. In addition, with respect to some of the mortgaged properties, a sole or significant tenant is allowed to provide self-insurance against risks.

Additionally, if the mortgage loans that allow coverage under blanket insurance policies are part of a group of mortgage loans with related borrowers, then all of the related mortgaged properties may be covered under the same blanket policy, which may also cover other properties owned by affiliates of such borrowers.

Certain mortgaged properties may also be insured or self-insured by a sole or significant tenant, as further described under “Description of the Mortgage Pool—Insurance Considerations” in this free writing prospectus.

State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds

Many jurisdictions impose recording taxes on mortgages which, if not paid at the time of the recording of the mortgage, may impair the ability of the lender to foreclose the mortgage. Such taxes, interest, and penalties could be significant in amount and would, if imposed, reduce the net proceeds realized by the issuing entity in liquidating the real property securing the related mortgage loan.

Risks Relating to a Bankruptcy of an Originator, a Sponsor or the Depositor, or a Receivership or Conservatorship of Goldman Sachs Bank USA

In the event of the bankruptcy or insolvency of an originator, a sponsor or the depositor, or a receivership or conservatorship of Goldman Sachs Bank USA (“GS Bank”), the parent of Goldman Sachs Mortgage Company, it is possible that the issuing entity’s right to payment from or ownership of certain of the mortgage loans could be challenged. If such challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.

Goldman Sachs Mortgage Company, a sponsor and an originator, is an indirect, wholly-owned subsidiary of GS Bank, a New York State chartered bank, the deposits of which are insured by the Federal Deposit Insurance Corporation (the “FDIC”). If GS Bank were to become subject to receivership, the proceeding would be administered by the FDIC under the Federal Deposit Insurance Act (the “FDIA”); likewise, if GS Bank were to become subject to conservatorship, the agency appointed as conservator would likely be the FDIC as well. The FDIA gives the FDIC the power to disaffirm or repudiate contracts to which a bank is party at the time of receivership or conservatorship and the performance of which the FDIC determines to be burdensome, in which case the counterparty to the contract has a claim for payment by the receivership or conservatorship estate of “actual direct compensatory damages” as of the date of receivership or conservatorship.

The FDIC has adopted a rule, substantially revised and effective January 1, 2011, establishing a safe harbor (the “FDIC Safe Harbor”) from its repudiation powers for securitizations meeting the requirements of the rule (12 C.F.R. § 360.6). The transfer of the applicable mortgage loans by Goldman Sachs Mortgage Company to the depositor, will not qualify for the FDIC Safe Harbor. However, this transfer is not a transfer by a bank, and in any event, even if the FDIC Safe Harbor were applicable to this transfer, the FDIC Safe Harbor is non-exclusive. Additionally, an opinion of counsel will be rendered on the Closing Date to the effect that the transfer of the applicable mortgage loans by Goldman Sachs Mortgage Company to the depositor, would generally be respected as a sale in the event of a bankruptcy or insolvency of Goldman Sachs Mortgage Company.

99

Likewise, an opinion of counsel will be rendered on the closing date to the effect that the transfer of the applicable mortgage loans by each other sponsor to the depositor would generally be respected as a sale in the event of a bankruptcy proceeding involving that sponsor.

A legal opinion is not a guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues are competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In this regard, legal opinions on bankruptcy law matters unavoidably have inherent limitations primarily because of the pervasive equity powers of bankruptcy courts, the overriding goal of reorganization to which other legal rights and policies may be subordinated, the potential relevance to the exercise of judicial discretion of future arising facts and circumstances, and the nature of the bankruptcy process. As a result, the FDIC, a creditor, bankruptcy trustee or another interested party, including an entity transferring a mortgage loan, as debtor-in-possession, could still attempt to assert that the transfer of a mortgage loan by any of the sponsors was not a sale. If such party’s challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful payments on the offered certificates would be delayed while a court resolves the claim.

Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act provides for an orderly liquidation authority (“OLA”) under which the FDIC can be appointed as receiver of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases. We make no representation as to whether this would apply to any of the sponsors. In January 2011, the former acting general counsel of the FDIC issued a letter (the “Acting General Counsel’s Opinion”) in which he expressed his view that, under then-existing regulations, the FDIC, as receiver under the OLA, would not, in the exercise of its OLA repudiation powers, recover as property of a financial company assets transferred by the financial company, provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the Bankruptcy Code. The letter further noted that, while the FDIC staff may be considering recommending further regulations under OLA, the former acting general counsel would recommend that such regulations incorporate a 90-day transition period for any provisions affecting the FDIC’s statutory power to disaffirm or repudiate contracts. If, however, the FDIC were to adopt a different approach than that described in the Acting General Counsel’s Opinion, delays or reductions in payments on the offered certificates would occur.

Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as the offering of the offered certificates. The sponsors will sell the mortgage loans to the depositor (an affiliate of Goldman Sachs Mortgage Company, one of the sponsors and originators and of GS Commercial Real Estate LP, one of the originators, and of Goldman, Sachs & Co., one of the underwriters) on the closing date in exchange for cash, derived from the sale of the offered certificates to investors and/or in exchange for offered certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of offered certificates. In addition, certain mortgaged properties may have tenants that are affiliated with the related originator. See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases” in this free writing prospectus. This offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates.

The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities, in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans. The sponsors and their affiliates will effectively receive compensation, and may record a profit, in an amount based on, among other things, the amount of proceeds (net of transaction expenses) received from the

100

sale of the offered certificates to investors relative to their investment in the mortgage loans. The benefits to the originators, the sponsors and their affiliates arising from the decision to securitize the mortgage loans may be greater than they would have been had other assets been selected.

Furthermore, the sponsors and/or their affiliates may benefit from a completed offering of the offered certificates because the offering would establish a market precedent and a valuation data point for securities similar to the offered certificates, thus enhancing the ability of the sponsors and their affiliates to conduct similar offerings in the future and permitting them to adjust the fair value of the mortgage loans or other similar assets or securities held on their balance sheet, including increasing the carrying value or avoiding decreasing the carrying value of some or all of such similar positions.

The originators, the sponsors and/or their respective affiliates may retain existing mezzanine loans and/or companion loans or originate future permitted mezzanine indebtedness with respect to the mortgage loans. These transactions may cause the originators, the sponsors and their respective affiliates or their clients or counterparties who purchase the mezzanine loans and/or companion loans, as applicable, to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the offered certificates. In addition, these transactions or actions taken to maintain, adjust or unwind any positions in the future, may, individually or in the aggregate, have a material effect on the market for the offered certificates (if any), including adversely affecting the value of the offered certificates, particularly in illiquid markets. The originators, the sponsors and their affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to such companion loans or any existing or future mezzanine loans, based on the potential effect on an investor in the offered certificates, and may receive substantial returns from these transactions.

In the case of the 8 mortgage loans secured by the mortgaged properties or portfolios of mortgaged properties identified on Annex A to this free writing prospectus as 590 Madison Avenue, South Plains Mall, Westin Boston Waterfront, Element LA, Glenbrook Square, Hammons Hotel Portfolio, GSA Portfolio and DoubleTree Hotel Universal, collectively representing approximately 56.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, Goldman Sachs Mortgage Company is the holder of a related companion loan for each such mortgage loan, although Goldman Sachs Mortgage Company expects to contribute such companion loans to one or more future securitization trusts. In its capacity as the holder of any of the foregoing companion loans, Goldman Sachs Mortgage Company (or its companion loan holder representative) will generally be entitled to consult with the special servicer or the related Other special servicer and make recommendations with respect to certain material servicing decisions involving the related whole loan, however, such special servicer or related Other special servicer is not required to follow the advice or recommendations of the companion loan holder or its representative. In the case of the Element LA mortgage loan, Cantor Commercial Real Estate Lending, L.P. is also the holder of a related companion loan. In its capacity as the holder of the Element LA Note A-1 Companion Loan, Cantor Commercial Real Estate Lending, L.P. (or its companion loan holder representative) will be the directing holder of the Element LA whole loan and will be entitled to (i) approve or direct material servicing decisions involving the Element LA whole loan and (ii) replace the special servicer, with respect to the Element LA whole loan with or without cause.

In addition, the originators, the sponsors or any of their respective affiliates may benefit from certain relationships, including financial dealings, with any borrower, any non-recourse carveout guarantor or any of their respective affiliates, aside from the origination of mortgage loans or contribution of mortgage loans into this securitization.

Further, various originators, sponsors and their respective affiliates are acting in multiple capacities in or with respect to this transaction, which may include, without limitation, acting as one or more transaction parties or a subcontractor or vendor of such party, participating in or contracting for interim servicing and/or custodial services with certain transaction parties, providing warehouse financing to, or receiving warehouse financing from, certain other originators or sponsors prior to transfer of the related mortgage loans to the issuing entity, and/or conducting due diligence on behalf of an investor with respect to the underlying mortgage loans prior to their transfer to the issuing entity. For a description of certain of the

101

foregoing relationships and arrangements, see “Transaction Parties—Affiliates and Certain Relationships” in this free writing prospectus.

These roles and other potential relationships may give rise to conflicts of interest as described above and under “Risk Factors—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests,” “—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this free writing prospectus. Each of the foregoing relationships and related interests should be considered carefully by you before you invest in any offered certificates.

Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests

The activities and interests of the underwriters and their respective affiliates (collectively, the “Underwriter Entities”) will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are each part of separate global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers. These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products. The Underwriter Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the offered certificates and other securities and instruments. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. Any short positions taken by the Underwriter Entities and/or their clients through marketing or otherwise will increase in value if the related securities or other instruments decrease in value, while positions taken by the Underwriter Entities and/or their clients in credit derivative or other derivative transactions with other parties, pursuant to which the Underwriter Entities and/or their clients sell or buy credit protection with respect to one or more classes of the offered certificates, may increase in value if the offered certificates default, are expected to default, or decrease in value. The Underwriter Entities and their clients acting through them may execute such transactions, modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith, without regard to whether any such action might have an adverse effect on the offered certificates or the certificateholders. Additionally, none of the Underwriter Entities will have any obligation to disclose any of these securities or derivatives transactions to you in your capacity as a certificateholder. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.

As a result of the Underwriter Entities’ various financial market activities, including acting as a research provider, investment advisor, market maker or principal investor, you should expect that personnel in various businesses throughout the Underwriter Entities will have and express research or investment views and make recommendations that are inconsistent with, or adverse to, the objectives of investors in the offered certificates.

If an Underwriter Entity becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that it takes in its capacity as a certificateholder, including voting, providing consents or otherwise will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates. To the extent an Underwriter Entity makes a market in the certificates (which it is under no obligation to do), it would expect to receive income from the spreads between its bid and offer prices for the certificates. The price at which an Underwriter Entity may be willing to purchase certificates, if it makes a market, will depend on market conditions and other relevant factors and may be

102

significantly lower than the issue price for the certificates and significantly lower than the price at which it may be willing to sell certificates.

In addition, none of the Underwriter Entities will have any obligation to monitor the performance of the certificates or the actions of the master servicer, the special servicer, the certificate administrator, the operating advisor or the trustee and will have no authority to advise the master servicer, the special servicer, the certificate administrator, the operating advisor or the trustee or to direct their actions.

Furthermore, each Underwriter Entity expects that a completed offering will enhance its ability to assist clients and counterparties in the transaction or in related transactions (including assisting clients in additional purchases and sales of the certificates and hedging transactions). The Underwriter Entities expect to derive fees and other revenues from these transactions. In addition, participating in a successful offering and providing related services to clients may enhance the Underwriter Entities’ relationships with various parties, facilitate additional business development, and enable them to obtain additional business and generate additional revenue.

The Underwriter Entities are playing several roles in this transaction. Goldman, Sachs & Co., one of the underwriters, is an affiliate of GS Mortgage Securities Corporation II, the depositor, GS Commercial Real Estate LP, an originator, and Goldman Sachs Mortgage Company, a sponsor, an originator, and the current holder of one 590 Madison Avenue companion loan, two South Plains Mall companion loans, two Westin Boston Waterfront companion loans, one Element LA companion loan, the Glenbrook Square companion loan, one Hammons Hotel Portfolio companion loan, the GSA Portfolio companion loan and one DoubleTree Hotel Universal companion loan, and GS Bank, which acts, from time to time, as a warehouse lender to affiliates of Cantor Commercial Real Estate Lending, L.P. In addition, Cantor Fitzgerald & Co., one of the underwriters, is an affiliate of Berkeley Point Capital LLC, a primary servicer, and Cantor Commercial Real Estate Lending, L.P., a sponsor, an originator, and the current holder of the Element LA Note A-1 Companion Loan.

See “Summary of Free Writing Prospectus—Transaction Parties and Significant Dates, Events and Periods—Significant Affiliations and Relationships” and “Plan of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement for a description of certain affiliations and relationships between the underwriters and other participants in this offering. Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Potential Conflicts of Interest of the Servicers

The pooling and servicing agreement provides that the mortgage loans serviced thereunder are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the special servicer or any of their respective affiliates. See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans” in this free writing prospectus. Each Other PSA provides that the related non-serviced whole loan is required to be administered in accordance with a servicing standard that is generally similar to the servicing standard set forth in the pooling and servicing agreement. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Notwithstanding the foregoing, the master servicer, a sub-servicer, the special servicer or any of their respective affiliates and, as it relates to servicing and administration of a non-serviced loan, each applicable Other master servicer, sub-servicer, Other special servicer or any of their respective affiliates under each Other PSA, may have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates, especially if the master servicer, a sub-servicer, the special servicer or any of their respective affiliates holds certificates or securities relating to any of the applicable companion loans, or has financial interests in or financial dealings with a borrower or a sponsor. Each of these relationships may create a conflict of interest. For instance, if the special servicer or its affiliate holds a subordinate class of certificates, the special servicer might seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In addition, no servicer is required to act in a manner more

103

favorable to the offered certificates or any particular class of certificates than to the Series 2015-GS1 non-offered certificates, any serviced companion loan holder or the holder of any serviced companion loan securities.

Each of the master servicer and the special servicer services and is expected to continue to service, in the ordinary course of its business, existing and new mortgage loans for third parties, including portfolios of mortgage loans similar to the mortgage loans. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans. Consequently, personnel of the master servicer or the special servicer, as applicable, may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts for the master servicer or the special servicer.

The special servicer may enter into one or more arrangements with the controlling class representative, a controlling class certificateholder, a serviced companion loan holder or other certificateholders (or an affiliate or a third party representative of one or more of the preceding) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the special servicer’s appointment (or continuance) as special servicer under the pooling and servicing agreement and/or the related intercreditor agreement and limitations on the right of such person to replace the special servicer. See “—Other Potential Conflicts of Interest May Affect Your Investment” below.

Pursuant to a primary servicing agreement to be entered into between Berkeley Point Capital LLC, an affiliate of Cantor Commercial Real Estate Lending, L.P., on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Berkeley Point Capital LLC will have full cashiering subservicing duties with respect to the Element LA mortgage loan to be contributed to this securitization by Goldman Sachs Mortgage Company, representing approximately 8.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and will receive a fee calculated at a rate calculated at 0.0025% per annum for such mortgage loan. In addition, pursuant to a limited subservicing agreement, Berkeley Point Capital LLC will have certain limited subservicing duties consisting of performing inspections and collecting financial statements, with respect to 13 mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 15.1% of the outstanding pool balance as of the cut-off date, and will receive a fee calculated at a rate calculated at 0.0200% per annum for each such mortgage loan. In addition, Berkeley Point Capital LLC is also acting as the interim servicer with respect to the Element LA mortgage loan.

Pursuant to an interim servicing agreement between Goldman Sachs Mortgage Company and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain of the mortgage loans contributed to this securitization by Goldman Sachs Mortgage Company.

Wells Fargo Bank, National Association, which is the special servicer and the certificate administrator, is also acting as the interim custodian of the loan files for all of the mortgage loans to be contributed to this securitization by Goldman Sachs Mortgage Company and for certain of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P.

Pursuant to an interim servicing agreement between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to one of the mortgage loans contributed to this securitization by Cantor Commercial Real Estate Lending, L.P.

104

Eightfold Real Estate Capital Fund IV, L.P. or one of its affiliates, is expected to serve as the initial Controlling Class Representative, and has engaged Wells Fargo Bank, National Association, as an independent contractor to conduct due diligence with respect to certain Mortgage Loans.

In addition, Midland Loan Services, a Division of PNC Bank, National Association, which is the master servicer, is also acting as the special servicer for GSMS 2015-GC34 securitization.

In addition, Wells Fargo Bank, National Association, which is the special servicer and the certificate administrator, is also acting as the master servicer for the CGCMT 2015-GC33 and GSMS 2015-GC34 securitizations and is expected to be the master servicer and certificate administrator for the GSMS 2015-590M securitization. Wells Fargo Bank, National Association is also acting as the interim servicer with respect to one of the Mortgage Loans to be contributed to this securitization by Goldman Sachs Mortgage Company and certain of the Mortgage Loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Potential Conflicts of Interest of the Operating Advisor

Situs Holdings, LLC, a Delaware limited liability company, has been appointed as the initial operating advisor with respect to all of the mortgage loans other than the Element LA mortgage loan and the non-serviced loans. See “Transaction Parties—The Operating Advisor” in this free writing prospectus. After the occurrence and during the continuance of a Control Termination Event, the special servicer will be required to consult on a non-binding basis with the operating advisor with respect to certain actions of the special servicer (other than with respect to the Element LA whole loan and the non-serviced loans). Additionally, after the occurrence and during the continuance of a Control Termination Event, the master servicer or the special servicer, as applicable, will be required to use commercially reasonable efforts consistent with the servicing standard to collect an operating advisor consulting fee from the related borrower in connection with a major decision, to the extent not prohibited by the related loan documents. In acting as operating advisor, the operating advisor is required to act solely on behalf of the issuing entity, in the best interest of, and for the benefit of, the certificateholders (as a collective whole as if such certificateholders constituted a single lender). See “The Pooling and Servicing Agreement—Operating Advisor” in this free writing prospectus.

In the normal course of conducting its business, Situs Holdings, LLC and its affiliates have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicer, the special servicer, a directing holder, a companion loan holder, the controlling class representative and/or collateral property owners or affiliates of any of those parties. These relationships may continue in the future. Each of these relationships, to the extent they exist, may involve a conflict of interest with respect to Situs Holdings, LLC’s duties as operating advisor. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which Situs Holdings, LLC performs its duties under the pooling and servicing agreement. Situs Holdings, LLC assisted Goldman Sachs Mortgage Company and Cantor Commercial Real Estate Lending, L.P. with the preparation of certain summary materials regarding certain mortgage loans contributed by each such sponsor to the mortgage pool.

In addition, Situs Holdings, LLC or its affiliates (or a successor operating advisor or its affiliates) may have duties with respect to existing and new commercial and multifamily mortgage loans for itself, its affiliates or third parties, including portfolios of mortgage loans similar to the mortgage loans included in the issuing entity. These other mortgage loans and the related mortgaged properties may be in the same markets as, or have owners, obligors or property managers in common with, one or more of the mortgage loans in the issuing entity and the related mortgaged properties. As a result of the investments and activities described above, the interests of Situs Holdings, LLC, its affiliates, any such successor operating advisor or its affiliates and their clients may differ from, and conflict with the interests of the

105

issuing entity. Consequently, personnel of Situs Holdings, LLC or any successor operating advisor may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. Although Situs Holdings, LLC or a successor operating advisor will be required to consider the servicing standard in connection with its activities under the pooling and servicing agreement, the successor operating advisor will not itself be bound by the servicing standard.

In addition, the operating advisor and its affiliates may have interests that are in conflict with those of certificateholders if the operating advisor or any of its affiliates holds certificates, or has financial interests in or financial dealings with a borrower or a parent of a borrower. Each of these relationships may also create a conflict of interest.

Potential Conflicts of Interest of the Controlling Class Representative and the Companion Loan Holders

It is expected that Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, will be the initial controlling class representative. The special servicer or the related Other special servicer may, at the direction of the controlling class representative (for so long as a Control Termination Event does not exist) or the holder of the Element LA companion loan (while the Element LA whole loan is serviced under the pooling and servicing agreement for this securitization), or the controlling class representative (or equivalent entity) or other directing holder under an Other PSA, take actions with respect to the specially serviced loans administered under the pooling and servicing agreement for this securitization or an Other PSA that could adversely affect the holders of some or all of the classes of certificates. In connection with a non-serviced whole loan, the applicable directing holder under the related Other PSA does not have any duties to the holders of any class of certificates. In addition, in connection with the Element LA whole loan, the holder of the Element LA companion loan (including, after the securitization of the Element LA companion loan, the directing holder under the related Other PSA) does not have any duties to the holders of any class of certificates. The controlling class representative will be controlled by the controlling class certificateholders, which also is expected to initially be Eightfold Real Estate Capital Fund IV, L.P., or its affiliate.

The controlling class certificateholders and the holders of the companion loans or securities backed by such companion loans and their respective representatives may have interests in conflict with those of the other certificateholders. As a result, it is possible that the controlling class representative on behalf of the controlling class certificateholders (for so long as a Control Termination Event does not exist) or the controlling class representative (or equivalent entity) or other directing holder under an Other PSA may direct the special servicer or applicable Other special servicer, as the case may be, to take actions that conflict with the interests of holders of certain classes of the certificates. It is anticipated that there will also be a controlling class representative under the GSMS 2015-590M TSA, the Element LA future PSA, the CGCMT 2015-GC33 PSA and the GSMS 2015-GC34 PSA, and each such controlling class representative may be, or may be an affiliate of, the entity that will be the controlling class representative for this securitization.

106

Set forth below is the identity of the initial controlling class representative/directing holder for each whole loan, the expected trust holding the controlling note in such whole loan, if any, and the pooling and servicing agreement under which it is serviced.

Whole Loan	Pooling and Servicing Agreement	Controlling Noteholder	Initial Controlling Class Representative/ Directing Holder
590 Madison Avenue	GSMS 2015-590M	GSMS 2015-590M	Prima Capital Advisors LLC(1)
South Plains Mall	GSMS 2015-GS1	GSMS 2015-GS1	Eightfold Real Estate Capital Fund IV, L.P. (2)
Westin Boston Waterfront	GSMS 2015-GS1	GSMS 2015-GS1	Eightfold Real Estate Capital Fund IV, L.P. (2)
Element LA	GSMS 2015-GS1(3)	(4)	(4)
Glenbrook Square	GSMS 2015-GS1	GSMS 2015-GS1	Eightfold Real Estate Capital Fund IV, L.P. (2)
Hammons Hotel Portfolio	CGCMT 2015-GC33	CGCMT 2015-GC33	LNR Partners, LLC(5)
GSA Portfolio	GSMS 2015-GS1	GSMS 2015-GS1	Eightfold Real Estate Capital Fund IV, L.P. (2)
DoubleTree Hotel Universal	GSMS 2015-GC34	GSMS 2015-GC34	KKR Real Estate Finance Holdings L.P. (6)

(1) Or one or more separate accounts advised by Prima Capital Advisors LLC.

(2) Or an affiliate of Eightfold Real Estate Capital Fund IV, L.P.

(3) The servicing of the Element LA whole loan will be transferred after the securitization of the Element LA Note A-1 Companion Loan.

(4) The controlling noteholder for the Element LA whole loan is the holder of the Element LA Note A-1 Companion Loan (or its representative). The initial directing holder of the Element LA whole loan is Cantor Commercial Real Estate Lending, L.P., as holder of the Element LA Note A-1 Companion Loan. After the securitization of the Element LA Note A-1 Companion Loan, the directing holder of the Element LA whole loan is expected to be the controlling class representative (or equivalent entity) or other directing holder under the Element LA future PSA.

(5) Or an affiliate of LNR Partners, LLC.

(6) Or an affiliate of KKR Real Estate Finance Holdings L.P.

However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents. In addition, except as limited by certain conditions described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus, prior to the occurrence and continuance of a Control Termination Event, the special servicer may be replaced by the controlling class representative with or without cause at any time (other than with respect to the Element LA whole loan). Solely with respect to the Element LA whole loan, prior to the securitization of the Element LA companion loan, the special servicer may be replaced by the holder of the Element LA companion loan, or its designee, with or without cause. See “The Pooling and Servicing Agreement—Controlling Class Representative” and “—Termination of the Special Servicer” in this free writing prospectus. In order to minimize the effect of the conflict of interest, for so long as any borrower party is the controlling class representative, the controlling class representative will not have consent or consultation rights with respect to the related excluded loan (however, the controlling class representative will be provided certain notices and certain information relating to such excluded loan as described in the pooling and servicing agreement). In addition, for so long as any borrower party is the controlling class representative or a controlling class certificateholder (each, as applicable, an “excluded controlling class holder”), the controlling class representative or such controlling class certificateholder will not be given access to certain excluded information related to the excluded controlling class loan. Further, if the special servicer obtains knowledge that it is a borrower party with respect to a mortgage loan, the special servicer is required to resign from such capacity for that mortgage loan only and is prohibited from accessing certain information with respect to such excluded special servicer loan. Notwithstanding those restrictions, there can be no assurance that the controlling class representative will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded controlling class loan or otherwise seek to exert its influence over the special servicer in the event an excluded controlling class loan becomes subject to a workout or liquidation. Furthermore, we cannot assure you that any controlling class certificateholder that is not an excluded controlling class holder will not share with an excluded controlling class holder such related excluded information in a manner that adversely impacts your certificates. See “Description of the Offered Certificates—Certificateholder Communication” in this free writing prospectus.

Similarly, with respect to the 590 Madison Avenue whole loan, the Hammons Hotel Portfolio whole loan and the DoubleTree Hotel Universal whole loan, the applicable controlling class representative (or an equivalent entity) or another directing holder related to the securitization trust indicated in the chart above

107

as the controlling noteholder (1) subject to certain limitations in the Other PSA, may replace the applicable Other special servicer with or without cause at any time, (2) has certain consent and/or consultation rights with respect to the related non-serviced loan under each Other PSA and (3) has similar conflicts of interest with the holders of the certificates and the holders of the GSMS 2015-590M certificates, the CGCMT 2015-GC33 certificates and the GSMS 2015-GC34 certificates, respectively. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

With respect to the Element LA whole loan, the directing holder will be the holder of the Element LA Note A-1 Companion Loan (or its representative), and will be entitled to (i) approve or direct material servicing decisions involving the Element LA whole loan and (ii) replace the special servicer or related Other special servicer, as applicable, with respect to the Element LA whole loan with or without cause. The Element LA whole loan will be serviced under the pooling and servicing agreement by the master servicer and the special servicer (subject to replacement as described above) until the Element LA Note A-1 Companion Loan is included in a securitization. None of the Element LA companion loan holders or the Element LA companion loan holders’ representatives will be a party to the pooling and servicing agreement, but one or more of such parties will be a third party beneficiary thereof and their rights may affect the servicing of the related whole loan. After the securitization of the Element LA Note A-1 Companion Loan, the applicable controlling class representative (or an equivalent entity) related to such securitization trust is expected to have certain consent and/or consultation rights with respect to the Element LA whole loan under the related Other PSA and have similar conflicts of interest with the holders of the certificates and the holders of the certificates issued in such securitization. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

With respect to the 590 Madison Avenue whole loan, the Hammons Hotel Portfolio whole loan and the DoubleTree Hotel Universal whole loan, the controlling class representative prior to a Consultation Termination Event will have limited consultation rights with the related Other special servicer, as provided for in the related co-lender agreement and as described under “Description of the Mortgage Pool—The Whole Loans—The 590 Madison Avenue Whole Loan”, “—The Hammons Hotel Portfolio Whole Loan”, “—The DoubleTree Hotel Whole Loan” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

With respect to the Element LA whole loan, the controlling class representative prior to a Consultation Termination Event will have limited consultation rights with the special servicer (prior to the securitization of the Element LA Note A-1 Companion Loan) or the related Other special servicer (after the securitization of the Element LA Note A-1 Companion Loan), as applicable, as provided for in the related co-lender agreement and as described under “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

The controlling class representative and its affiliates (and the controlling class representative or directing holder (or equivalent entity) under each Other PSA and their respective affiliates and any companion loan holder (or its representative)) may have interests that are in conflict with those of certain certificateholders, especially if the applicable controlling class representative, directing holder (or equivalent entity) or any of its affiliates or any such companion loan holder (or its representative) holds certificates or companion loan securities, or has financial interests in or other financial dealings (as lender or otherwise) with a borrower or a parent of a borrower. Each of these relationships may create a conflict of interest.

The special servicer, in connection with obtaining the consent of, or upon consultation with, the controlling class representative or a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus. In connection with a serviced whole loan, the serviced companion loan holder does not have any duties to the holders of any class of certificates, and it may have interests in conflict with those of the certificateholders. As a result, it is possible that the serviced

108

companion loan holder may advise the special servicer to take actions with respect to the related serviced whole loan that conflict with the interests of holders of certain classes of the certificates.

As of the Closing Date, Goldman Sachs Mortgage Company is expected to be the holder of (i) a pari passu companion loan related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as 590 Madison Avenue with an outstanding principal balance as of the cut-off date of $100,000,000, (ii) two pari passu companion loans related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as South Plains Mall with an aggregate outstanding principal balance as of the cut-off date of $130,000,000, (iii) two pari passu companion loans related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Westin Boston Waterfront with an aggregate outstanding principal balance as of the cut-off date of $135,000,000, (iv) a pari passu companion loan related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Element LA with an outstanding principal balance as of the cut-off date of $14,000,000, (v) a pari passu companion loan related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Glenbrook Square with an outstanding principal balance as of the cut-off date of $102,000,000, (vi) a pari passu companion loan related to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio with an outstanding principal balance as of the cut-off date of $32,974,269, (vii) a pari passu companion loan related to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A to this free writing prospectus as GSA Portfolio with an outstanding principal balance as of the cut-off date of $27,384,375, and (viii) a pari passu companion loan related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as DoubleTree Hotel Universal with an outstanding principal balance as of the cut-off date of $12,985,858, representing approximately 12.2%, 8.5%, 8.5%, 8.5%, 7.3%, 5.5%, 3.3% and 2.4%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and it intends (but will not be required) to securitize the related companion loans.

As of the Closing Date, Cantor Commercial Real Estate Lending, L.P. is expected to be the holder of a pari passu companion loan related to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Element LA with an outstanding principal balance as of the cut-off date of $84,000,000.

Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans

The anticipated initial investor (the “B-Piece Buyer”) in the Class E, Class F and Class G certificates (and possibly certain other classes of certificates) was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in other features of some or all of the mortgage loans. In addition, the B-Piece Buyer received or may receive price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool.

We cannot assure you that you or another investor would have made the same requests to modify the original pool as the B-Piece Buyer or that the final pool as influenced by the B-Piece Buyer’s feedback will not adversely affect the performance of your certificates and benefit the performance of the B-Piece Buyer’s certificates. Because of the differing subordination levels, the B-Piece Buyer has interests that may, in some circumstances, differ from those of purchasers of other classes of certificates, and may desire a portfolio composition that benefits the B-Piece Buyer but that does not benefit other investors. In addition, the B-Piece Buyer may enter into hedging or other transactions or otherwise have business objectives that also could cause its interests with respect to the mortgage pool to diverge from those of other purchasers of the certificates. The B-Piece Buyer performed due diligence solely for its own benefit and has no liability to any person or entity for conducting its due diligence. The B-Piece Buyer is not required to take into account the interests of any other investor in the certificates in exercising remedies or voting or other rights in its capacity as owner of the Class E, Class F and Class G certificates or in making requests or recommendations to the sponsors as to the selection of the mortgage loans and the establishment of other transaction terms. Investors are not entitled to rely on in any way the B-Piece

109

Buyer’s acceptance of a mortgage loan. The B-Piece Buyer’s acceptance of a mortgage loan does not constitute, and may not be construed as, an endorsement of such mortgage loan, the underwriting for such mortgage loan or the originator of such mortgage loan.

The B-Piece Buyer will have no liability to any certificateholder for any actions taken by it as described in the preceding two paragraphs.

The B-Piece Buyer, Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, will constitute the initial controlling class representative. The controlling class representative will have certain rights to direct and consult with the special servicer. In addition, the controlling class representative will generally have certain consultation rights with regard to the related non-serviced loans under each Other PSA and each co-lender agreement. See “The Pooling and Servicing Agreement—Controlling Class Representative”, “Description of the Mortgage Pool—The Whole Loans—The South Plains Mall Whole Loan”—Consultation and Control”, “Description of the Mortgage Pool—The Whole Loans—The Westin Boston Waterfront Whole Loan”—Consultation and Control”, “Description of the Mortgage Pool—The Whole Loans—The Glenbrook Square Whole Loan”—Consultation and Control” and “Description of the Mortgage Pool—The Whole Loans—The GSA Portfolio Whole Loan”—Consultation and Control” in this free writing prospectus.

Because the incentives and actions of the B-Piece Buyer may, in some circumstances, differ from or be adverse to those of purchasers of the offered certificates, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this free writing prospectus and your own view of the mortgage pool.

Conflicts of Interest May Occur as a Result of the Rights of the Applicable Controlling Class Representative To Terminate the Special Servicer of the Applicable Whole Loans

With respect to each whole loan, the controlling class representative or other directing holder exercising control rights over that whole loan, will be entitled, under certain circumstances, to remove the special servicer or related Other special servicer under the applicable pooling and servicing agreement governing the servicing of such whole loan and, in such circumstances, appoint a successor special servicer or related Other special servicer for such whole loan (or have certain consent rights with respect to such removal or replacement). The party with this appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, that party does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the controlling class representative under the pooling and servicing agreement for this securitization or the controlling class representative (or equivalent entity) or other directing holder under any of the Other PSAs or the holder of any companion loan, or against any other parties for having acted solely in their respective interests. See “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus for a description of these rights to terminate a special servicer.

Other Potential Conflicts of Interest May Affect Your Investment

The special servicer (whether the special servicer or a successor (or a special servicer under an Other PSA)) may enter into one or more arrangements with the controlling class representative, a controlling class certificateholder, a companion loan holder, a holder of a companion loan security or other certificateholders (or an affiliate or a third party representative of one or more of the preceding) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the appointment (or continuance) of the special servicer under the pooling and servicing agreement and the co-lender agreements and limitations on the right of such person to replace the special servicer.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

110

The managers of the mortgaged properties and the borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties because:

· a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;

· these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and

· affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.

None of the borrowers, property managers or any of their affiliates or any employees of the foregoing has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to or near the mortgaged properties.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

The Special Servicer May Be Directed To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders

For so long as a Control Termination Event does not exist, the special servicer may, at the direction of the controlling class representative or directing holder, take actions with respect to the mortgage loans (other than any non-serviced loan and any excluded loan) that could adversely affect the holders of some or all of the classes of offered certificates and the holder of the controlling class will have no duty or liability to any other certificateholder. See “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus. Similarly, prior to the securitization of the Element LA Note A-1 Companion Loan, the special servicer may, at the direction of the holder of the Element LA Note A-1 Companion Loan, take actions with respect to the Element LA whole loan that could adversely affect the holders of some or all of the classes of offered certificates to the extent described under “Description of the Mortgage Pool—The Whole Loans.” The controlling class representative will be controlled by the controlling class certificateholders. Each of the controlling class certificateholders, the controlling class representative, and/or the holder of the Element LA Note A-1 Companion Loan may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, it is possible that (a) the controlling class representative on behalf of the controlling class certificateholders (for so long as a Control Termination Event does not exist) may direct the special servicer to take actions that conflict with the interests of holders of certain classes of the certificates and (b) prior to the securitization of the Element LA Note A-1 Companion Loan, the holder of the Element LA Note A-1 Companion Loan (or its representative) may direct the special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. Similarly, with respect to the non-serviced loans, a special servicer under an Other PSA may, at the direction or upon the advice of the controlling class representative (or equivalent entity) or other directing holder of the applicable trust holding the controlling note for the related whole loan, take actions with respect to such non-serviced loan that could adversely affect the related non-serviced loan, and therefore, the holders of some or all of the classes of certificates. However, the Other special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard under the applicable Other PSA or the terms of the mortgage loan documents.

The Servicing of the Element LA Whole Loan Will Shift to Others

It is expected that the servicing of the Element LA whole loan will be governed by the pooling and servicing agreement for this transaction only temporarily until such time as the Element LA Note A-1 Companion Loan is securitized in a separate securitization. At that time, it is expected that servicing responsibilities for the Element LA whole loan will shift to the related Other master servicer and Other special servicer under such securitization and will be governed exclusively by the related pooling and servicing agreement related to such securitization and the Element LA whole loan co-lender agreement.

111

Neither the closing date of such securitization nor the identity of such Other master servicer or Other special servicer have been determined. In addition, the provisions of the other pooling and servicing agreement have not been determined, although they will be required pursuant to the Element LA whole loan co-lender agreement to satisfy the requirements described under “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan” in this free writing prospectus. Prospective investors should be aware that they will not have any control over the identity of the Other master servicer or Other special servicer, nor will they have any assurance as to the terms of the pooling and servicing agreement related to such securitization except to the extent of compliance with the requirements referred to in the previous sentence. See “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan” in this free writing prospectus.

If the Element LA mortgage loan becomes specially serviced prior to the securitization of the Element LA Note A-1 Companion Loan, the special servicer will be required to service and administer the Element LA whole loan and any related REO property in the same manner as any other specially serviced loan or serviced REO property and will be entitled to all rights and compensation earned with respect to such whole loan as set forth under the pooling and servicing agreement. Prior to the securitization of the Element LA Note A-1 Companion Loan, no Other special servicer will be entitled to any such compensation or have such rights and obligations. If the Element LA whole loan is being specially serviced when the Element LA Note A-1 Companion Loan is securitized, the special servicer will be entitled to compensation for the period during which it acted as special servicer with respect to such whole loan, as well as all surviving indemnity and other rights in respect of such special servicing role.

Your Lack of Control Over the Issuing Entity and Servicing of the Mortgage Loans Can Create Risks

Except as described in this free writing prospectus, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity. See “The Pooling and Servicing Agreement—General” in this free writing prospectus.

Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the special servicer, the trustee or the certificate administrator, as applicable. Any decision made by one of those parties in respect of the issuing entity, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.

Except as limited by certain conditions described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus, prior to the occurrence and continuance of a Control Termination Event, the special servicer (other than with respect to the non-serviced loans, any excluded loan and the Element LA mortgage loan) may be replaced by the controlling class representative with or without cause at any time. Solely with respect to the Element LA whole loan, for so long as such whole loan is serviced under the pooling and servicing agreement for this securitization, the special servicer may be replaced by the holder of the Element LA Note A-1 Companion Loan (or its representative), with or without cause. See “The Pooling and Servicing Agreement—Controlling Class Representative” and “—Termination of the Special Servicer” in this free writing prospectus.

With respect to each non-serviced loan, it is expected that the applicable controlling class representative (or equivalent entity) or other directing holder has, or will have, the right to remove the related Other special servicer with or without cause at any time prior to the occurrence of a control termination event or other similar event under the applicable Other PSA. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

After the occurrence and during continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the certificates (other than the Class R certificates) may request a vote to replace the special servicer (other than with respect to the non-serviced loans and the Element LA whole loan). The subsequent vote may result in the termination and replacement of the special servicer if (within 180 days of the initial request for that vote) the holders of (a) at least 75% of the voting rights of

112

the certificates (other than the Class R certificates) or (b) more than 50% of the voting rights of each class of certificates other than the Class X and Class R certificates (but only those classes of certificates that have, in each such case, an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, equal to or greater than 25% of the initial certificate principal amounts of such class of certificates, as reduced by payments of principal on such class, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose), vote affirmatively to so terminate and replace. With respect to the non-serviced loans, it is expected that after the occurrence and during continuance of a control termination event or equivalent event under the related Other PSA the certificateholders relating to each Other PSA will have similar rights to remove the related Other special servicer as described above. In addition, after the occurrence and during the continuance of a Consultation Termination Event, the operating advisor may recommend the replacement of the special servicer (other than with respect to the Element LA whole loan). That recommendation may result in the termination and replacement of the special servicer if (within 180 days of the initial request for a vote) the holders of more than 50% of the voting rights of each class of certificates other than the Class X and Class R certificates (but only those classes of certificates that have, in each such case, an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocable to such class, equal to or greater than 25% of the initial certificate principal amounts of such class of certificates, as reduced by payments of principal on such class, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose), vote affirmatively to so terminate and replace. However, with respect to the non-serviced loans, the operating advisor in this transaction will generally not have the right to recommend the removal of any special servicer responsible for the special servicing of the related whole loans under the related Other PSA, as such authority is granted to the applicable operating advisor, if any, under the related Other PSA. See “The Pooling and Servicing Agreement—Termination of the Special Servicer” and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

In addition, the controlling class representative will have certain consent and consultation rights under the pooling and servicing agreement under certain circumstances, as described in this free writing prospectus; provided, however, that such rights may be lost upon the occurrence of certain events. See “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus.

In addition, if any mortgage loan becomes an “excluded controlling class loan” (i.e., a mortgage loan or serviced whole loan with respect to which the controlling class representative or any controlling class certificateholder is a borrower party), the controlling class representative or any controlling class certificateholder that is a borrower party (each, as applicable, an “excluded controlling class holder”) will not be entitled to have access to any related “excluded information”, including any asset status reports, final asset status reports or any summaries related thereto (and any other information identified in the pooling and servicing agreement), with respect to such excluded controlling class loan. However, we cannot assure you that such excluded controlling class holders will not access, obtain, review and/or use, or the controlling class representative or any controlling class certificateholder that is not an excluded controlling class holder will not share with such excluded controlling class holder, such related excluded information in a manner that adversely impacts your certificates.

Similarly, with respect to the 590 Madison Avenue whole loan, the Hammons Hotel Portfolio whole loan and the DoubleTree Hotel Universal whole loan, the applicable controlling class representative (or an equivalent entity) or another directing holder related to the securitization trust has certain consent and/or consultation rights with respect to the related non-serviced loan under each Other PSA. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

With respect to the Element LA whole loan, the directing holder will be the holder of the Element LA Note A-1 Companion Loan (or its representative), and will be entitled to (i) approve or direct material servicing decisions involving the Element LA whole loan and (ii) replace the special servicer or related Other special servicer, as applicable, with respect to the Element LA whole loan with or without cause.

113

The Element LA whole loan will be serviced under the pooling and servicing agreement by the master servicer and the special servicer (subject to replacement as described above) until the Element LA Note A-1 Companion Loan is included in a securitization, after which such whole loan will be serviced under the related Other PSA. None of the Element LA companion loan holders or the Element LA companion loan holders’ representatives will be a party to the pooling and servicing agreement, but one or more of such parties will be a third party beneficiary thereof and their rights may affect the servicing of the related whole loan.

In addition, while there is an operating advisor with certain obligations in respect of reviewing the compliance of the special servicer with certain of its obligations under the pooling and servicing agreement, the operating advisor has no control rights over actions by the special servicer at any time, the operating advisor has no ability to communicate with or directly influence the activities of the borrowers at any time, the operating advisor has no consultation rights over actions by the special servicer prior to the occurrence and continuance of a Control Termination Event or, in the case of a non-serviced whole loan or the Element LA mortgage loan, no consultation rights whatsoever, and the special servicer is under no obligation at any time to act upon any of the operating advisor’s recommendations. In addition, the operating advisor only has the limited obligations and duties set forth in the pooling and servicing agreement, and has no fiduciary duty, has no other duty except with respect to its specific obligations under the pooling and servicing agreement and has no duty or liability to any particular class of certificates or any certificateholder. It is not intended that the operating advisor act as a surrogate for the certificateholders. Investors should not rely on the operating advisor to affect the special servicer’s actions under the pooling and servicing agreement or to monitor the actions of the controlling class representative or special servicer, other than to the limited extent specifically required in respect of certain actions of the special servicer at certain prescribed times under the pooling and servicing agreement.

In certain limited circumstances, certificateholders have the right to vote on matters affecting the issuing entity. In some cases these votes are by certificateholders taken as a whole and in others the vote is by class. Your interests as an owner of certificates of a particular class may not be aligned with the interests of owners of one or more other classes of certificates in connection with any such vote. In all cases voting is based on the outstanding certificate principal amount, which is reduced by realized losses. In certain cases with respect to the termination of the special servicer and the operating advisor, certain voting rights will also be reduced by appraisal reductions. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. You have no rights to vote on any servicing matters related to the non-serviced loans. See “Description of the Offered Certificates—Voting Rights” in this free writing prospectus.

Rights of the Controlling Class Representatives Under Each Other PSA Could Adversely Affect Your Investment

The controlling class representative (or equivalent entity) or other directing holder under each Other PSA may have interests in conflict with those of the holders of some or all of the classes of certificates.

With respect to the non-serviced loans, although the applicable Other special servicer is not permitted to take actions which are prohibited by law or violate the servicing standard under the related Other PSA or the terms of the related loan documents, it is possible that the controlling class representative (or equivalent entity) or other directing holder under such Other PSA may direct or advise, as applicable, the related special servicer to take actions with respect to such non-serviced loan that conflict with the interests of the holders of certain classes of the certificates.

You will be acknowledging and agreeing, by your purchase of offered certificates, that, with respect to the non-serviced loans, the controlling class representative (or equivalent entity) under the applicable Other PSA:

· may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

114

· may act solely in its own interests, without regard to your interests;

· does not have any duties to any other person, including the holders of any class of certificates;

· may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and

· will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the directing holder or any director, officer, employee, agent or principal of the directing holder for having so acted.

You Will Not Have any Control Over the Servicing of the Non-Serviced Loans

The 590 Madison Avenue mortgage loan, the Element LA mortgage loan (after the securitization of the Element LA Note A-1 Companion Loan), the Hammons Hotel Portfolio mortgage loan, and the DoubleTree Hotel Universal mortgage loan are secured by mortgaged properties that also secure companion loans that are not assets of the trust and are each serviced (or, in the case of the Element LA mortgage loan, is expected to be serviced) under the applicable Other PSA, which is separate from the pooling and servicing agreement under which your certificates are issued, by the related Other master servicer and Other special servicer, and according to the servicing standard provided for in the applicable Other PSA. As a result, you will have less control over the servicing of these non-serviced loans than you would if these non-serviced loans were being serviced by the master servicer and the special server under the pooling and servicing agreement for your certificates.

See “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

The Requirement of the Special Servicer to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity

Each appraisal obtained pursuant to the pooling and servicing agreement is required to contain a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), as in effect on the date such appraisal was obtained. Any such appraisal is likely to be more expensive than an appraisal that is not FIRREA compliant. Such increased cost could result in losses to the issuing entity. Additionally, FIRREA compliant appraisals are required to assume a value determined by a typically motivated buyer and seller, and could result in a higher appraised value than one not prepared assuming a forced liquidation or other distress situation. In addition, because a FIRREA compliant appraisal may result in a higher valuation than a non-FIRREA compliant appraisal, there may be a delay in calculating and applying appraisal reductions, which could result in the holders of a given class of certificates continuing to hold the full non-notionally reduced amount of such certificates for a longer period of time than would be the case if a non-FIRREA compliant appraisal were obtained.

Rights of the Operating Advisor and the Controlling Class Representative Could Adversely Affect Your Investment

In connection with the taking of certain actions that would be a major decision in connection with the servicing of a mortgage loan or serviced whole loan, if applicable, for so long as a Control Termination Event does not exist, the special servicer generally will be required to obtain the consent of the controlling class representative (or, in the case of the Element LA mortgage loan, the holder of the Element LA Note A-1 Companion Loan (or its representative)). After the occurrence and during the continuance of a Control Termination Event the special servicer generally will be required to consult with the controlling class representative (except after the occurrence and during the continuance of a Consultation Termination Event) and the operating advisor (other than with respect to the non-serviced loans and the Element LA mortgage loan). These actions and decisions include, among others, certain modifications to the mortgage loans or serviced whole loan, including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of mortgage loans or REO

115

properties for less than the outstanding principal amount plus accrued interest, fees and expenses. See “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus for a list of actions and decisions requiring consultation with the operating advisor and/or consultation with, or consent of, the controlling class representative (or, in the case of the Element LA mortgage loan, the holder of the Element LA Note A-1 Companion Loan (or its representative)). As a result of these obligations, the special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of offered certificates.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the controlling class representative: (i) may have special relationships and interests that conflict with those of holders of one or more classes of certificates; (ii) may act solely in the interests of the holders of the controlling class; (iii) does not have any duties to the holders of any class of certificates other than the controlling class; (iv) may take actions that favor the interests of the holders of the controlling class over the interests of the holders of one or more other classes of certificates; and (v) will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in (i) – (iv) above, and that no certificateholder may take any action whatsoever against the controlling class representative or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal of the controlling class representative for having so acted.

The Serviced Whole Loans Pose Special Risks

Realization on the Mortgage Loans That Are Part of a Serviced Whole Loan May Be Adversely Affected by the Rights of the Holder of the Related Serviced Companion Loan

If a serviced whole loan were to become defaulted, the related co-lender agreement requires the special servicer, in the event it determines to sell the related mortgage loan in accordance with the terms of the pooling and servicing agreement, to sell the related serviced companion loan(s) together with such defaulted mortgage loan. We cannot assure you that such a required sale of a defaulted serviced whole loan would not adversely affect the ability of the special servicer to sell such mortgage loan, or the price realized for such mortgage loan, following a default on the related serviced whole loan. Further, given that, pursuant to the co-lender agreements for the serviced whole loans, the related serviced companion loan holders will not be the related whole loan controlling noteholder, and the trust as holder of the related mortgage loan will be the controlling noteholder (with the right to consent to material servicing decisions and replace the special servicer, as described in this free writing prospectus), with respect to each serviced whole loan, the related serviced companion loan(s) may not be as marketable as the related mortgage loan held by the issuing entity. Accordingly, if any such sale does occur with respect to a defaulted mortgage loan and the related serviced companion loan, then the net proceeds realized by the certificateholders in connection with such sale may be less than would be the case if only the related mortgage loan were subject to such sale.

Rights of the Companion Loan Holders Could Adversely Affect Your Investment

In connection with the servicing of a serviced whole loan (other than with respect to the Element LA whole loan), the related serviced companion loan holder(s) or their representatives will be entitled to consult with the special servicer regarding material servicing actions, including making recommendations as to alternative actions to be taken by the special servicer with respect to such serviced whole loan. Notwithstanding the foregoing, any such consultation with a serviced companion loan holder or their respective representatives is non-binding, and in no event is the special servicer obligated at any time to follow or take any alternative actions recommended by any such serviced companion loan holder (or its representative). In addition, in connection with the servicing of the Element LA whole loan, the holder of the Element LA Note A-1 Companion Loan (or its representative) will be entitled to advise, grant or withhold approvals or direct the master servicer and the special servicer with respect to material servicing actions, including the actions taken by the special servicer with respect to the related whole loan. In each case, such recommended or directed servicing actions could adversely affect the holders of some or all of the classes of certificates. Each companion loan holder and its representative may have interests in conflict with those of the holders of some or all of the classes of certificates, and it is possible that a

116

serviced companion loan holder or its representative may advise the special servicer to take actions that conflict with the interests of the holders of certain classes of the certificates.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the serviced companion loan holders:

· may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

· may act solely in its own interests, without regard to your interests;

· do not have any duties to any other person, including the holders of any class of certificates;

· may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and

· will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the companion loan holder or its representative or any director, officer, employee, agent or principal of the companion loan holder or its representative for having so acted.

See “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

Sponsors May Not Be Able To Make Required Repurchases or Substitutions of Defective Mortgage Loans

Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor to us. Neither we nor any of our affiliates (except Goldman Sachs Mortgage Company in its capacity as a sponsor) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any sponsor’s representations and warranties or any document defects, if such sponsor defaults on its obligation to do so. If any sponsor fails to fulfill such obligation, you could experience cash flow disruptions or losses on your certificates. We cannot assure you that the sponsors will effect such repurchases or substitutions. In addition, the sponsors may have various legal defenses available to them in connection with a repurchase or substitution obligation. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause designated portions of the issuing entity to fail to qualify as one or more REMICs or cause the issuing entity to incur a tax. See “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus for a summary of certain representations and warranties.

Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record

Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name. As a result, you will not be recognized as a certificateholder, or holder of record of your certificates. See “Description of the Offered Certificates—Delivery, Form, Transfer and Denomination—Book-Entry Registration” in this free writing prospectus and “Risk Factors—Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates” in the prospectus for a discussion of important considerations relating to not being a certificateholder of record.

Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment

Tax Considerations Relating to Foreclosure

If the issuing entity acquires a mortgaged property (or, in the case of a non-serviced loan, a beneficial interest in a mortgaged property) subsequent to a default on the related mortgage loan pursuant to a

117

foreclosure or deed in lieu of foreclosure, the special servicer (or the Other special servicer in the case of the non-serviced loans) would be required to retain an independent contractor to operate and manage such mortgaged property. Among other items, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless the construction was more than 10% completed when defaulted or the default of the mortgage loan becomes imminent. Any (i) net income from such operation (other than qualifying “rents from real property”) (ii) rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of property involved and (iii) rental income attributable to personal property leased in connection with a lease of real property, if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year, will subject the Lower-Tier REMIC to federal tax (and possibly state or local tax) on such income at the highest marginal corporate tax rate. No determination has been made whether any portion of the income from the mortgaged properties constitutes “rent from real property”. Any such imposition of tax will reduce the net proceeds available for distribution to certificateholders. The special servicer (or the Other special servicer in the case of the non-serviced loans) may permit the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to holders of certificates and any related companion loan holders, as a collective whole, could reasonably be expected to be greater than under another method of operating or leasing the mortgaged property. See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Standards for Conduct Generally in Effecting Foreclosure or the Sale of Defaulted Loans” in this free writing prospectus. In addition, if the issuing entity were to acquire one or more mortgaged properties (or, in the case of a non-serviced loan, a beneficial interest in a mortgaged property) pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties (or, in the case of a non-serviced loan, a beneficial interest in a mortgaged property), the issuing entity may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

Certain Federal Tax Considerations Regarding Original Issue Discount

Certain classes of certificates may be issued with “original issue discount” for federal income tax purposes, which generally will result in recognition of taxable income in advance of the receipt of cash attributable to that income. Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes with respect to original issue discount that may exceed distributions on the certificates in any given taxable year. See “Material Federal Income Tax Consequences” in this free writing prospectus and “Material Federal Income Tax Consequences—Federal Income Tax Consequences For REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates

The Internal Revenue Service (the “IRS”) has issued Revenue Procedure 2009-45 easing the tax requirements for a servicer to modify a commercial or multifamily mortgage loan held in a REMIC by interpreting the circumstances when default is “reasonably foreseeable” to include those where the related servicer reasonably believes that there is a “significant risk of default” with respect to the mortgage loan upon maturity of the mortgage loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. Accordingly, if the master servicer or the special servicer (or the Other master servicer or the Other special servicer, in the case of the non-serviced loans) determined that the mortgage loan was at significant risk of default and permitted one or more modifications otherwise consistent with the terms of the pooling and servicing agreement (or the Other PSA, as applicable), any such modification may impact the timing of payments and ultimate recovery on that mortgage loan, and likewise on one or more classes of certificates.

In addition, final regulations and other guidance issued under the REMIC provisions of the Internal Revenue Code of 1986, as amended (the “Code”) modify the tax restrictions imposed on a servicer’s ability to modify the terms of mortgage loans held by a REMIC relating to changes in the collateral, credit enhancement and recourse features to permit those modifications so long as the mortgage loan remains

118

“principally secured by real property” (within the meaning of the final regulations and such guidance). The IRS has issued Revenue Procedure 2010-30, describing circumstances in which it will not challenge the treatment of mortgage loans as “qualified mortgages” on the grounds that the mortgage loan is not principally secured by real property, that is, has a real property loan-to-value ratio greater than 125% following a release of liens on some or all of the real property securing such mortgage loan. The general rule is that a mortgage loan must continue to be principally secured by real property following any such lien release, unless the lien release is pursuant to a defeasance permitted under the original loan documents that occurs more than two years after the startup day of the REMIC, all in accordance with the REMIC provisions of the Code. Revenue Procedure 2010-30 also allows lien releases in certain “grandfathered transactions” and transactions in which the release is part of a “qualified pay-down transaction” even if the mortgage loan after the transaction might not otherwise be treated as principally secured by a lien on real property. If the value of the real property securing a mortgage loan were to decline, the need to comply with the rules of Revenue Procedure 2010-30 could restrict the servicers’ actions in negotiating the terms of a workout or in allowing minor lien releases in circumstances in which, after giving effect to the release, the mortgage loan would not have a real property loan-to-value ratio of 125% or less. These regulations and other guidance could impact the timing of payments and ultimate recovery on the mortgage loans, and likewise on one or more classes of certificates.

If a mortgaged property becomes the subject of a partial condemnation and, after giving effect to the partial taking the mortgaged property has a loan-to-value ratio in excess of 125%, the related mortgage loan may be subject to being paid down by a “qualified amount” (within the meaning of Revenue Procedure 2010-30) notwithstanding the existence of a prepayment lockout period.

You should consider the possible impact on your investment of any existing REMIC restrictions as well as any potential changes to the REMIC rules.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the REMIC provisions of the Code during any taxable year, the Code provides that such entity will not be treated as a REMIC for such year and any year thereafter. In such event, the issuing entity, including the Upper-Tier REMIC and the Lower-Tier REMIC, would likely be treated as one or more separate associations taxable as a corporation under Treasury regulations, and the offered certificates may be treated as stock interests in those associations and not as debt instruments. The Code authorizes the granting of relief from disqualification if failure to meet one or more of the requirements for REMIC status occurs inadvertently and steps are taken to correct the conditions that caused disqualification within a reasonable time after the discovery of the disqualifying event. The relief may be granted by either allowing continuation as a REMIC or by ignoring the cessation entirely. However, any such relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC’s income for the period of time during which the requirements for REMIC status are not satisfied. While the United States Department of the Treasury is authorized to issue regulations regarding the granting of relief from disqualification if the failure to meet one or more of the requirements of REMIC status occurs inadvertently and in good faith, no such regulations have been issued.

State and Local Tax Considerations

In addition to the federal income tax consequences described under the heading “Material Federal Income Tax Consequences” in the prospectus, potential purchasers should consider the state and local, and any other, tax consequences of the acquisition, ownership and disposition of the offered certificates. State and local income tax laws may differ substantially from the corresponding federal law, and this free writing prospectus does not purport to describe any aspects of the tax laws of the states or localities, or any other jurisdiction, in which the mortgaged properties are located or of any other applicable state or locality or other jurisdiction.

It is possible that one or more jurisdictions may attempt to tax nonresident holders of offered certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the certificate

119

administrator, the sponsors, a related borrower or a mortgaged property or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of offered certificates. We cannot assure you that holders of offered certificates will not be subject to tax in any particular state, local or other taxing jurisdiction.

If any tax or penalty is successfully asserted by any state, local or other taxing jurisdiction, none of the depositor, the sponsors, the related borrower, the trustee, the certificate administrator, the operating advisor, the master servicer or the special servicer will be obligated to indemnify or otherwise to reimburse the holders of certificates for such tax or penalty.

You should consult with your own tax advisor with respect to the various state and local, and any other, tax consequences of an investment in the offered certificates.

Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss

Although the various risks discussed in this free writing prospectus are generally described separately, you should consider the potential effects of the interplay of multiple risk factors.  Where more than one significant risk factor is present, the risk of loss to an investor in the certificates may be significantly increased.

120

Description of the Mortgage Pool

General

The issuing entity with respect to the Certificates will be GS Mortgage Securities Trust 2015-GS1 (the “Issuing Entity”). The assets of the Issuing Entity will consist of a pool of 39 fixed rate mortgage loans (collectively (including, without limitation, any REO Mortgage Loan), the “Mortgage Loans” or the “Mortgage Pool”) with an aggregate principal balance as of the due date in November 2015 for each such Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in December 2015, the date that would have been its due date in November 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month) (collectively, the “Cut-off Date”), after deducting payments of principal due on such respective dates, of approximately $820,603,933 (with respect to each Mortgage Loan, the “Cut-off Date Balance” and, in the aggregate, the “Initial Pool Balance”). Each Mortgage Loan is evidenced by one or more promissory notes or similar evidence of indebtedness (each a “Mortgage Note”) and in each case secured by (or, in the case of an indemnity deed of trust, backed by a guaranty that is secured by) a mortgage, deed of trust or other similar security instrument (a “Mortgage”) creating a first lien on a fee simple and/or leasehold interest in a retail, office, hospitality, multifamily, self storage, manufactured housing or industrial property (each, a “Mortgaged Property”). The Mortgage Loans are generally non-recourse loans. In the event of a borrower default on a non-recourse Mortgage Loan, recourse may be had only against the specific Mortgaged Property and the other limited assets securing the Mortgage Loan, and not against the borrower’s other assets.

Of the Mortgage Loans to be included in the Issuing Entity:

· Twenty-three (23) Mortgage Loans (together with the GS CRE Mortgage Loan and the GSMC/CCRE Mortgage Loan, the “GSMC Mortgage Loans”), representing approximately 71.6% of the Initial Pool Balance, were originated by Goldman Sachs Mortgage Company, a New York limited partnership (“GSMC”) provided, however, that the Element LA Whole Loan, which includes a Mortgage Loan representing approximately 8.5% of the Initial Pool Balance, was co-originated by GSMC and CCRE Lending (the “GSMC/CCRE Mortgage Loan”);

· Fourteen (14) Mortgage Loans (the “CCRE Mortgage Loans”), representing approximately 16.0% of the Initial Pool Balance, were originated by Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership (“CCRE Lending”); and

· One (1) Mortgage Loan (the “GS CRE Mortgage Loan”), representing approximately 3.8% of the Initial Pool Balance, was originated by GS Commercial Real Estate LP, a Delaware limited partnership (“GS CRE”).

GSMC, GS CRE and CCRE Lending are referred to in this free writing prospectus as the “Originators”. The GS CRE Mortgage Loan was originated for sale to GSMC. GSMC has acquired or will acquire the GS CRE Mortgage Loan on or prior to the Closing Date. GS Mortgage Securities Corporation II (the “Depositor”) will acquire the Mortgage Loans from GSMC and CCRE Lending (collectively, the “Sponsors”) on or about December 1, 2015 (the “Closing Date”). The Depositor will cause the Mortgage Loans in the Mortgage Pool to be assigned to the Trustee pursuant to the 2015-GS1 pooling and servicing agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”) among the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee.

121

Certain Calculations and Definitions

This free writing prospectus sets forth certain information with respect to the Mortgage Loans and the Mortgaged Properties. The sum in any column of the tables presented in Annex A, Annex B and Annex C may not equal the indicated total due to rounding. The information in Annex A, Annex B and Annex C to this free writing prospectus with respect to the Mortgage Loans (or Whole Loans, if applicable) and the Mortgaged Properties is based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made and (ii) there will be no principal prepayments on or before the Closing Date. When information presented in this free writing prospectus with respect to the Mortgaged Properties is expressed as a percentage of the Initial Pool Balance, the percentages are, in the case of multiple Mortgaged Properties securing the same Mortgage Loan, based on an allocated loan amount that has been assigned to the related Mortgaged Properties based upon one or more of the related appraised values, the related underwritten net cash flow or prior allocations reflected in the related loan documents as set forth on Annex A to this free writing prospectus. The statistics in Annex A, Annex B and Annex C to this free writing prospectus were primarily derived from information provided to the Depositor by each Sponsor, which information may have been obtained from the borrowers.

All information presented in this free writing prospectus with respect to each Mortgage Loan with one or more pari passu Companion Loans is calculated in a manner that reflects the aggregate indebtedness evidenced by that Mortgage Loan and the related pari passu Companion Loan(s), unless otherwise indicated. All information presented in this free writing prospectus with respect to the 590 Madison Avenue Mortgage Loan is calculated without regard to the related Subordinate Companion Loan, unless otherwise indicated.

With respect to each Mortgaged Property, any appraisal of such Mortgaged Property, Phase I environmental report, Phase II environmental report or seismic or property condition report obtained in connection with origination (each a “Third Party Report”) was prepared prior to the date of this free writing prospectus. The information included in the Third Party Reports may not reflect the current economic, competitive, market and other conditions with respect to the Mortgaged Properties. The Third Party Reports may be based on assumptions regarding market conditions and other matters as reflected in those Third Party Reports. The opinions of value rendered by the appraisers in the appraisals are subject to the assumptions and conditions set forth in those appraisals.

“ADR” means, for any hospitality property, average daily rate.

“Allocated Cut-off Date Loan Amount” means, in the case of Mortgage Loans secured by multiple Mortgaged Properties, the allocated Cut-off Date Balance for each Mortgaged Property based on an allocated loan amount that has been assigned to the related Mortgaged Properties based upon one or more of the related appraised values, the related underwritten net cash flow or prior allocations reflected in the related Mortgage Loan documents; provided that with respect to any Whole Loan secured by a portfolio of Mortgaged Properties, the Allocated Cut-off Date Loan Amount represents only the pro rata portion of the related Mortgage Loan principal balance amount relative to the related Whole Loan principal balance. Information presented in this free writing prospectus (including Annex A and Annex B) with respect to the Mortgaged Properties expressed as a percentage of the Initial Pool Balance reflects the Allocated Cut-off Date Loan Amount allocated to such Mortgaged Property as of the Cut-off Date.

“Annual Debt Service” means, for any Mortgage Loan or Companion Loan, the current annualized debt service payable on such Mortgage Loan or Companion Loan as of November 2015 (or, in the case of any Mortgage Loan or Companion Loan that has its first due date in December 2015, the anticipated annualized debt service payable on such Mortgage Loan or Companion Loan as of December 2015); provided that with respect to each Mortgage Loan with a partial interest only period, the Annual Debt Service is calculated based on the debt service due under such Mortgage Loan or Companion Loan during the amortization period.

122

“Appraised Value” means, for each of the Mortgaged Properties and any date of determination, the most current appraised value of such Mortgaged Property as determined by an appraisal of the Mortgaged Property and in accordance with MAI standards. With respect to each Mortgaged Property, the Appraised Value set forth in this free writing prospectus and on Annex A to this free writing prospectus or Annex B to this free writing prospectus is the “as-is” appraised value unless otherwise specified under “Description of the Mortgage Pool—Appraised Value” in this free writing prospectus, and is in each case as determined by an appraisal made not more than 5 months prior to the origination date of the related Mortgage Loan as described under “Appraisal Date” on Annex A to this free writing prospectus. The appraisals for certain of the Mortgaged Properties may state an “as stabilized,” “as complete,” “as repaired,” “hypothetical,” “prospective as-is”, “value upon completion”, “as renovated” or similar value as well as an “as-is” value for such Mortgaged Properties that assume that certain events will occur with respect to the re-tenanting, renovation or other repositioning of the Mortgaged Property, and such “as stabilized” or other similar values may, to the extent indicated, be reflected elsewhere in this free writing prospectus, on Annex A to this free writing prospectus, and on Annex B to this free writing prospectus. For such Appraised Values and other values on a property-by-property basis, see, Annex A of this free writing prospectus and the related footnotes. In addition, for certain Mortgage Loans, the LTV Ratio at Maturity was calculated based on the “as stabilized” appraised value for the related Mortgaged Property, as described under the definition of “LTV Ratio at Maturity”.

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, the Appraised Value represents the aggregate “as-is” appraised value of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at three Mortgaged Properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs.

“Balloon Balance” means, with respect to any Mortgage Loan or Companion Loan, the principal balance scheduled to be due on such Mortgage Loan or Companion Loan at maturity assuming that all monthly debt service payments are timely received and there are no prepayments or defaults.

“Crossed Group” identifies each group of Mortgage Loans in the Mortgage Pool that are cross-collateralized and cross-defaulted with each other. Each Crossed Group is identified by a separate letter on Annex A to this free writing prospectus.

“Cut-off Date LTV Ratio” or “Cut-off Date Loan-to-Value Ratio” generally means, with respect to any Mortgage Loan, the ratio, expressed as a percentage of (1) the Cut-off Date Balance of that Mortgage Loan set forth on Annex A to this free writing prospectus divided by (2) the Appraised Value of the related Mortgaged Property or Mortgaged Properties set forth on Annex A to this free writing prospectus, except as set forth below:

· with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of Cut-off Date LTV Ratio is based on the aggregate principal balance of such Mortgage Loan and the related pari passu Companion Loan(s), but not any related Subordinate Companion Loan unless expressly stated otherwise;

· with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio, expressed as a percentage, of the aggregate Cut-off Date Balance of the applicable Crossed Group, divided by the aggregate Appraised Values of the related Mortgaged Properties;

· with respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, unless otherwise indicated, the Cut-off Date LTV Ratio was calculated based on an Appraised Value (which is also described under the definition of “Appraised Value” above) that represents the aggregate “as-is” appraised value of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at three Mortgaged Properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs. The Cut-off Date LTV Ratio for such Mortgage

123

Loan calculated on the basis of the aggregate “as-is” appraised value without taking into account such capital deduction is 68.8%;

· with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as DoubleTree Hotel Universal, representing approximately 2.4% of the Initial Pool Balance, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value of $76,000,000 plus a PIP reserve of $13,457,731 relating to a capital deduction for which the appraiser concluded $15,800,000 of additional value. The Cut-off Date LTV Ratio calculated based on the “as-is” appraised value is 67.0%; and

· with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Lake Forest Place, representing approximately 2.3% of the Initial Pool Balance, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” value of $23,000,000 plus a reserve of $1,819,300 related to deferred maintenance projects. The Cut-off Date LTV Ratio calculated based on the “as-is” appraised value is 80.9%.

“Debt Yield on Underwritten Net Cash Flow” or “Debt Yield on Underwritten NCF” means, with respect to any Mortgage Loan, the related Underwritten Net Cash Flow divided by the Cut-off Date Balance of that Mortgage Loan, except as set forth below:

· with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of Debt Yield on Underwritten Net Cash Flow is based on the aggregate principal balance of such Mortgage Loan and the related pari passu Companion Loan(s), but not any related Subordinate Companion Loan unless expressly stated otherwise; and

· with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio of the aggregate Underwritten Net Cash Flow produced by the related Mortgaged Properties, divided by the aggregate Cut-off Date Balance of the applicable Crossed Group.

“Debt Yield on Underwritten Net Operating Income” or “Debt Yield on Underwritten NOI” means, with respect to any Mortgage Loan, the related Underwritten Net Operating Income divided by the Cut-off Date Balance of that Mortgage Loan, except as set forth below:

· with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of Debt Yield on Underwritten Net Operating Income is based on the aggregate principal balance of such Mortgage Loan and the related pari passu Companion Loan(s), but not any related Subordinate Companion Loan unless expressly stated otherwise; and

· with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio of the aggregate Underwritten Net Operating Income produced by the related Mortgaged Properties, divided by the aggregate Cut-off Date Balance of the applicable Crossed Group.

“DSCR”, “Debt Service Coverage Ratio”, “Cut-off Date DSCR” or “Underwritten NCF DSCR” generally means, for any Mortgage Loan, the ratio of Underwritten Net Cash Flow produced by the related Mortgaged Property or Mortgaged Properties to the aggregate amount of the Annual Debt Service, except as set forth below:

· with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of the DSCR is based on the aggregate Annual Debt Service that is due in connection with such Mortgage Loan and the related pari passu Companion Loan(s), but not any related Subordinate Companion Loan unless expressly stated otherwise; and

· with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio of the aggregate Underwritten Net Cash Flow produced by the related Mortgaged Properties divided by the aggregate Annual Debt Service that is due in connection with the applicable Crossed Group.

124

“Hard Lockbox” means that the borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender. Hospitality, multifamily and manufactured housing community properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related Mortgaged Property into the lockbox account controlled by the lender. With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Westin Boston Waterfront, representing approximately 8.5% of the Initial Pool Balance, the related property manager established an operating account (and the borrower has pledged its rights in such account to the lender) pursuant to the management agreement into which all of the foregoing amounts are deposited, following which the property manager is only required to transfer to the lender’s cash management account (which is subject to an account control agreement and pledged to the lender) amounts from that operating account that would otherwise be payable to the borrower under the related management agreement, after payment of operating expenses, management fees and any reserves required under the management agreement, and the manager will otherwise have unrestricted access to funds in the operating account to the extent and for the purposes set forth in the management agreement until the management agreement has been terminated. However, the Mortgage Loan documents prohibit the borrower or operating lessee from withdrawing or transferring money from such operating account.

“In-Place Cash Management” means, for funds directed into a lockbox, such funds are generally not made immediately available to the related borrower, but instead are forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related loan documents with any excess remitted to the related borrower (unless an event of default under the Mortgage Loan documents or one or more specified trigger events have occurred and are outstanding) generally on a daily basis. With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Westin Boston Waterfront, representing approximately 8.5% of the Initial Pool Balance, see the description of the related lockbox account under the definition of “Hard Lockbox” above.

“Largest Tenant” means, with respect to any Mortgaged Property, the tenant occupying the largest amount of net rentable square feet.

“Largest Tenant Lease Expiration” means the date at which the applicable Largest Tenant’s lease is scheduled to expire.

“Loan Per Unit” means the principal balance per unit of measure as of the Cut-off Date.

“LTV Ratio at Maturity”, “Maturity Date Loan-to-Value Ratio” or “Maturity Date LTV Ratio” with respect to any Mortgage Loan, the ratio, expressed as a percentage of (1) the Balloon Balance of such Mortgage Loan as adjusted to give effect to the amortization of the applicable Mortgage Loan as of its maturity date, assuming no prepayments or defaults, divided by (2) the Appraised Value of the related Mortgaged Property or Mortgaged Properties shown on Annex A to this free writing prospectus, except as set forth below:

· with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of the LTV Ratio at Maturity is based on the aggregate Balloon Balance at maturity of such Mortgage Loan and the related pari passu Companion Loan(s), but not any related Subordinate Companion Loan unless expressly stated otherwise;

· with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio, expressed as a percentage, of the aggregate Balloon Balance of the applicable Crossed Group divided by the aggregate Appraised Value of the related Mortgaged Properties;

· with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Lake Forest Place, representing approximately 2.3% of the Initial Pool Balance, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value of

125

$23,000,000 plus a reserve of $1,819,300 related to deferred maintenance projects. The Maturity Date LTV Ratio calculated based on the “as-is” appraised value is 70.8%; and

· with respect to the Mortgaged Properties that secure the Mortgage Loans or Crossed Group listed in the following table, the respective LTV Ratio at Maturity was calculated using the related “as stabilized” Appraised Value, as opposed to the “as-is” Appraised Values, each as set forth in the following table:

Mortgage Loan Name	% of Initial Pool Balance		Maturity Date LTV Ratio (“As Stabilized”)		“As Stabilized” Appraised Value	Maturity Date LTV Ratio (“As-Is”)		“As-Is” Appraised Value
South Plains Mall	8.5	%	50.1	%	$399,000,000	54.3	%	$368,000,000
Westin Boston Waterfront	8.5	%	44.8	%	$368,000,000	47.8	%	$345,000,000
Glenbrook Square	7.3	%	48.1	%	$286,000,000	49.3	%	$279,000,000
Hammons Hotel Portfolio(1)	5.5	%	55.5	%	$371,300,000	56.1	%	$367,320,502
Pine Creek Shopping Center	3.2	%	63.8	%	$40,600,000	66.4	%	$39,000,000
DoubleTree Hotel Universal	2.4	%	41.4	%	$101,000,000	55.0	%	$76,000,000
East Viking Plaza	2.1	%	55.8	%	$26,000,000	57.8	%	$25,100,000
Homewood Suites Charlotte	1.5	%	41.6	%	$21,200,000	44.3	%	$19,900,000
Shops at Eagle Point	0.7	%	50.8	%	$8,620,000	52.2	%	$8,380,000

(1) The Maturity Date LTV Ratio is calculated using the “as stabilized” Appraised Value for the Mortgaged Properties identified on Annex A to this free writing prospectus as Courtyard by Marriott Dallas/Allen, TX, Renaissance by Marriott Phoenix/Glendale, AZ and Residence Inn by Marriott Kansas City, MO.

We cannot assure you that the value of any particular Mortgaged Property will not have declined from the Appraised Value shown on Annex A to this free writing prospectus. No representation is made that any Appraised Value presented in this free writing prospectus would approximate either the value that would be determined in a current appraisal of the Mortgaged Property or the amount that would be realized upon a sale of the Mortgaged Property.

“Most Recent NOI” and “Trailing 12 NOI” (which is for the period ending as of the date specified in Annex A to this free writing prospectus) is the net operating income for a Mortgaged Property as established by information provided by the borrowers, except that in certain cases such net operating income has been adjusted by removing certain non-recurring expenses and revenue or by certain other normalizations. Most Recent NOI and Trailing 12 NOI do not necessarily reflect accrual of certain costs such as taxes and capital expenditures and do not reflect non-cash items such a depreciation or amortization. In some cases, capital expenditures may have been treated by a borrower as an expense or expenses treated as capital expenditures. Most Recent NOI and Trailing 12 NOI were not necessarily determined in accordance with generally accepted accounting principles. Moreover, Most Recent NOI and Trailing 12 NOI are not a substitute for net income determined in accordance with generally accepted accounting principles as a measure of the results of a property’s operations or a substitute for cash flows from operating activities determined in accordance with generally accepted accounting principles as a measure of liquidity and in certain cases may reflect partial year annualizations.

“Occupancy” means, unless the context clearly indicates otherwise, (i) in the case of multifamily, rental and manufactured housing community (to the extent the related Mortgaged Property includes multifamily space) properties, the percentage of rental Units, Beds or Pads, as applicable, that are rented as of the Occupancy Date; (ii) in the case of office, retail, industrial (to the extent the related Mortgaged Property includes retail or office space) and self storage properties, the percentage of the net rentable square footage rented as of the Occupancy Date (subject to, in the case of certain Mortgage Loans, one or more of the additional leasing assumptions); and (iii) in the case of hospitality properties, the percentage of available Rooms occupied for the trailing 12-month period ending on Occupancy Date. In some cases, occupancy was calculated based on assumptions regarding occupancy, such as the assumption that a certain tenant at the Mortgaged Property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within twelve months of the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the related Mortgaged Property; in some cases, assumptions regarding leases under negotiation being executed; in some cases, assumptions

126

regarding tenants taking additional space in the future if currently committed to do so or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions. See footnotes to Annex A to this free writing prospectus for additional occupancy assumptions. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual occupancy.
See “—Tenant Issues” below.

“Occupancy Date” means the date of determination of the Occupancy of a Mortgaged Property.

“Original Balance” means the principal balance of the Mortgage Loan as of the date of origination.

“Prepayment Penalty Description” or “Prepayment Provision” means the number of payments from the first due date through and including the maturity date for which a Mortgage Loan is, as applicable, (i) locked out from prepayment, (ii) provides for payment of a prepayment premium or yield maintenance charge in connection with a prepayment, (iii) permits defeasance and/or (iv) permits prepayment without a payment of a prepayment premium or a yield maintenance charge.

“Related Group” identifies each group of Mortgage Loans in the Mortgage Pool with sponsors affiliated with other sponsors in the Mortgage Pool. Each Related Group is identified by a separate number on Annex A to this free writing prospectus.

“RevPAR” means, with respect to any hospitality property, revenues per available room.

“Soft Lockbox” means that the related borrower is required to deposit or cause the property manager to deposit all rents collected into a lockbox account. Hospitality, multifamily and manufactured housing community properties are considered to have a soft lockbox if credit card receivables, cash, checks or “over the counter” receipts are deposited into the lockbox account by the borrower or property manager.

“Soft Springing Lockbox” means that the related borrower is required to deposit, or cause the property manager to deposit, all rents collected into a lockbox account until the occurrence of an event of default under the loan documents or one or more specified trigger events, at which time the lockbox account converts to a Hard Lockbox.

“Springing Cash Management” means, until the occurrence of an event of default under the Mortgage Loan documents or one or more specified trigger events, revenue from the lockbox is forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower. Upon the occurrence of an event of default or such a trigger event, the Mortgage Loan documents require the related revenue to be forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related loan documents.

“Springing Lockbox” means a lockbox that is not currently in place, but the related loan documents require the imposition of a lockbox account upon the occurrence of an event of default under the loan documents or one or more specified trigger events.

“Underwritten Expenses” with respect to any Mortgage Loan or Mortgaged Property, means an estimate of operating expenses, as determined by the related Originator and generally derived from historical expenses at the Mortgaged Property, the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market-rate management fee. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual performance.

“Underwritten Net Cash Flow”, “Net Cash Flow” or “Underwritten NCF” with respect to any Mortgage Loan or Mortgaged Property, means cash flow available for debt service, generally equal to the Underwritten NOI decreased by an amount that the related Originator has determined for tenant improvement and leasing commissions and / or replacement reserves for capital items. Underwritten NCF does not reflect debt service or non-cash items such as depreciation or amortization.

127

The Underwritten Net Cash Flow for each Mortgaged Property is calculated based on the basis of numerous assumptions and subjective judgments (including, but not limited to, with respect to future occupancy and rental rates), which, if ultimately proved erroneous, could cause the actual net cash flow for the Mortgaged Property to differ materially from the Underwritten Net Cash Flow set forth in this free writing prospectus. In some cases, historical net cash flow for a particular Mortgaged Property, and/or the net cash flow assumed by the applicable appraiser in determining the Appraised Value of the Mortgaged Property, may be less (and, perhaps, materially less) than the Underwritten Net Cash Flow shown in this free writing prospectus for such Mortgaged Property. No representation is made as to the future cash flows of the Mortgaged Properties, nor is the Underwritten Net Cash Flows set forth in this free writing prospectus intended to represent such future cash flows. See “Risk Factors—Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions” in this free writing prospectus.

“Underwritten Net Operating Income” or “Underwritten NOI” with respect to any Mortgage Loan or Mortgaged Property, means Underwritten Revenues less Underwritten Expenses, as both are determined by the related Originator, based in part upon borrower supplied information (including but not limited to a rent roll, leases, operating statements and budget) for a recent period which is generally the 12 months prior to the origination date or acquisition date of the Mortgage Loan (or Whole Loan, if applicable), adjusted for specific property, tenant and market considerations. Historical operating statements may not be available for newly constructed Mortgaged Properties, Mortgaged Properties with triple net leases, Mortgaged Properties that have recently undergone substantial renovations and/or newly acquired Mortgaged Properties.

The Underwritten NOI for each Mortgaged Property is calculated based on the basis of numerous assumptions and subjective judgments (including, but not limited to, with respect to future occupancy and rental rates), which, if ultimately proved erroneous, could cause the actual net operating income for the Mortgaged Property to differ materially from the Underwritten NOI set forth in this free writing prospectus. In some cases, historical net operating income for a particular Mortgaged Property, and/or the net operating income assumed by the applicable appraiser in determining the Appraised Value of the Mortgaged Property, may be less (and, perhaps, materially less) than the Underwritten NOI shown in this free writing prospectus for such Mortgaged Property. No representation is made as to the future cash flows of the Mortgaged Properties, nor is the Underwritten NOI set forth in this free writing prospectus intended to represent such future cash flows.

“Underwritten Revenues” or “Underwritten EGI” with respect to any Mortgage Loan or Mortgaged Property, means an estimate of operating revenues, as determined by the related Originator and generally derived from the rental revenue based on leases in place, leases that have been executed but the tenant is not yet paying rent, leases that are being negotiated and expected to be signed, additional space that a tenant has committed to take and in certain cases contractual rent steps generally within 14 months past the Cut-off Date, in certain cases an appraiser’s estimates of rental income, and in some cases adjusted downward to market rates, with vacancy rates equal to the Mortgaged Property’s historical rate, current rate, market rate or an assumed vacancy as determined by the related Originator; plus any additional recurring revenue fees. Additionally, in determining rental revenue for multifamily rental, manufactured housing community and self storage properties, the related Originator either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one- to 12-month periods or in some cases may have relied on information provided in the appraisal for market rental rates and vacancy. In some cases the related Originator included revenue otherwise payable by a tenant but for the existence of an initial “free rent” period or a permitted rent abatement while the leased space is built out. See “—Tenant Issues” below.

“Units”, “Rooms” or “Pads” means (a) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment, (b) in the case of a Mortgaged Property operated as a hospitality property, the number of guest rooms or (c)  in the case of a Mortgaged Property operated as a manufactured housing community property, the number of pads for manufactured homes.

“Weighted Average Mortgage Loan Rate” means the weighted average of the Mortgage Loan Rates as of the Cut-off Date. 

128

Statistical Characteristics of the Mortgage Loans

Overview

General Mortgage Loan Characteristics
(As of the Cut-off Date, unless otherwise indicated)

	All Mortgage Loans
Initial Pool Balance(1)	$820,603,933
Number of Mortgage Loans	39
Number of Mortgaged Properties	69
Average Cut-off Date Mortgage Loan Balance	$21,041,126
Weighted Average Mortgage Loan Rate(2)	4.4410%
Range of Mortgage Loan Rates(2)	3.8150% - 5.0445%
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)	59.1%
Weighted Average Maturity Date Loan-to-Value Ratio(2)(4)	51.8%
Weighted Average Cut-off Date Remaining Term to Maturity (months)	119
Weighted Average Cut-off Date DSCR(2)	1.99x
Full-Term Amortizing Balloon Mortgage Loans	28.6%
Partial Interest-Only Balloon Mortgage Loans	33.1%
Interest-Only Balloon Mortgage Loans	38.4%

(1) Subject to a permitted variance of plus or minus 5%.

(2) With respect to each Mortgage Loan that is part of a Whole Loan, the related pari passu Companion Loan(s) (but not any related Subordinate Companion Loan) are included for the purposes of calculating the Mortgage Loan Rate, Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio and Cut-off Date DSCR unless otherwise expressly stated. Other than as specifically noted, the Mortgage Loan Rate, Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio and Cut-off Date DSCR information for each Mortgage Loan is presented in this free writing prospectus without regard to any other indebtedness (whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related Mortgage Loan without combination with the other indebtedness.

(3) Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to three Mortgage Loans (one of which is secured by a portfolio of Mortgaged Properties), representing approximately 10.1% of the Initial Pool Balance, the respective Cut-off Date LTV Ratio was calculated using (i) an “as-is” appraised value plus a capital deduction, (ii) an “as-is” appraised value plus related property improvement plan costs or (iii) an “as-is” appraised value plus a reserve for deferred maintenance. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making such adjustments is 59.6%.

(4) With respect to 9 Mortgage Loans, representing approximately 39.6% of the Initial Pool Balance, the respective Maturity Date Loan-to-Value Ratios were calculated using an “as stabilized” Appraised Value instead of the related “as-is” Appraised Value. With respect to one Mortgage Loan, representing approximately 2.3% of the Initial Pool Balance, the respective Maturity Date Loan-to-Value Ratio was calculated using the “as-is” Appraised Value plus a reserve for deferred maintenance. The weighted average Maturity Date Loan-to-Value Ratio for the mortgage pool without making such adjustments is 53.2%.

See “—Certain Calculations and Definitions” above for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios.

All of the Mortgage Loans (and the Whole Loans) are expected to have substantial remaining principal balances as of their respective stated maturity dates. This includes 16 Mortgage Loans, representing approximately 28.6% of the Initial Pool Balance which pay principal and interest for their entire terms, 14 Mortgage Loans, representing approximately 33.1% of the Initial Pool Balance, that pay interest only for a portion of their respective terms 9 Mortgage Loans, representing approximately 38.4% of the Initial Pool Balance, that pay interest only for their entire term through maturity.

The Issuing Entity will include 6 Mortgage Loans, representing approximately 19.3% of the Initial Pool Balance, that represent the obligations of multiple borrowers that are liable on a joint and several basis for the repayment of the entire indebtedness evidenced by the related Mortgage Loan and/or represent separate obligations of each borrower that are cross-collateralized and cross-defaulted with each other.

129

Property Types

Retail Properties

Nineteen (19) retail properties, representing approximately 37.2% of the Initial Pool Balance, by allocated loan amount, secure 19 of the Mortgage Loans.

The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important because anchors play a key role in generating customer traffic and making a center desirable for other tenants.

Fifteen (15) of the retail Mortgaged Properties, representing approximately 34.3% of the Initial Pool Balance, by allocated loan amount, consist of a super regional mall, shopping center, community center and other retail properties that are considered by the applicable Sponsor to have at least one “anchor tenant”. Three (3) of the retail Mortgaged Properties, representing approximately 2.3% of the Initial Pool Balance, by allocated loan amount, are retail properties that are considered by the applicable Sponsor to be “unanchored”. One (1) of the retail Mortgaged Properties, representing approximately 0.7% of the Initial Pool Balance, by allocated loan amount, are retail properties that are considered by the applicable Sponsor to be “shadow anchored”.

Certain of the retail Mortgaged Properties may have specialty use tenants, such as medical and dental offices, urgent care facilities, bank branches, movie theaters, schools, fitness centers, health clubs, parking garages and/or restaurants, as part of the Mortgaged Property. These mortgaged properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason. See “—Specialty Use Concentrations” below and “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus. In addition, gas stations, automotive sales and service centers and dry cleaners also pose unique environmental risks because of the nature of their businesses and types of products used or sold in those businesses. See “Risk Factors—Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses” in this free writing prospectus.

A large number of factors may adversely affect the operation and value of retail properties; see “Risk Factors—Retail Properties Have Special Risks” in the prospectus.

Office Properties

Thirty (30) office properties, representing approximately 31.8% of the Initial Pool Balance, by allocated loan amount, secure, in whole or in part, 7 of the Mortgage Loans. A large number of factors may adversely affect the operation and value of office properties; see “Risk Factors—Office Properties Have Special Risks” in the prospectus.

Certain of the office Mortgaged Properties may have specialty use tenants, such as medical offices, banks, restaurants, call centers, parking garages and/or physical therapy facilities, as part of the Mortgaged Property. These Mortgaged Properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason. See “—Specialty Use Concentrations” and “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.

Hospitality Properties

Eleven (11) hospitality properties, representing approximately 19.2% of the Initial Pool Balance, by allocated loan amount, secure, in whole or in part, 5 of the Mortgage Loans. All of the hospitality Mortgaged Properties are flagged hotel properties that are affiliated with a franchise or hotel management company through a franchise or management agreement.

A hospitality property subject to a franchise or management agreement is typically required by the hotel chain to satisfy certain criteria or risk termination of its affiliation. We cannot assure you that the franchise agreement or management agreement will remain in place or that the hotel will continue to be operated under a franchised brand or under its current name. See “Risk Factors—Risks Relating to

130

Affiliation with a Franchise or Hotel Management Company” and “—Hospitality Properties Have Special Risks” in the prospectus.

The following table shows each Mortgaged Property or portfolio of Mortgaged Properties associated with a hotel brand through a license, franchise agreement, operating agreement or management agreement. If terminated, securing a new franchise license may require significant capital investment for renovations and upgrades necessary to satisfy a franchisor’s requirements.

Mortgaged Property Name	Mortgage Loan Cut-off Date Balance	Percentage (%) of the Initial Pool Balance	Expiration/Termin ation of Related License/ Franchise Agreement	Maturity Date
Westin Boston Waterfront	$70,000,000	8.5%	December 2024	November 2025
DoubleTree Hotel Universal	$19,478,787	2.4%	September 2025	October 2025
Homewood Suites Charlotte	$11,958,350	1.5%	November 2034	September 2025
Embassy Suites Concord, NC	$11,252,377	1.4%	August 2020	September 2025
TownePlace Suites Redding	$10,920,000	1.3%	April 2033	November 2025
Embassy Suites Murfreesboro, TN	$9,135,468	1.1%	November 2028	September 2025
Embassy Suites Norman, OK	$7,076,523	0.9%	July 2029	September 2025
Courtyard by Marriott Dallas/Allen, TX	$5,617,711	0.7%	January 2030	September 2025
Renaissance by Marriott Phoenix/Glendale, AZ	$5,406,260	0.7%	October 2027	September 2025
Embassy Suites Huntsville, AL	$4,561,434	0.6%	October 2026	September 2025
Residence Inn by Marriott Kansas City, MO	$2,096,541	0.3%	November 2027	September 2025

In each case described above, we cannot assure you the related franchise or management agreement will be renewed or will not be terminated.

In addition, renovations, replacements and other work is ongoing at certain of the hospitality properties in connection with, among other things, franchise agreement and franchisor program requirements. See “—Redevelopment, Renovation and Expansion” below.

Certain of the hospitality Mortgaged Properties may have a parking garage as part of the collateral or include restaurants (either as part of the hotel or as tenants). These Mortgaged Properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason. See “—Specialty Use Concentrations” below and “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.

A large number of factors may adversely affect the operation and value of hospitality properties; see “Risk Factors—Hospitality Properties Have Special Risks” and “—Risks Relating to Affiliation with a Franchise or Hotel Management Company” in the prospectus.

Multifamily Properties

Three (3) multifamily properties, representing approximately 8.2% of the Initial Pool Balance, by allocated loan amount, secure 3 of the Mortgage Loans.

Certain of the multifamily properties may have specific tenant mixes or other considerations, such as:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Edgewater Crossing Apartments, representing approximately 3.8% of the Initial Pool Balance, has a concentration of tenants employed at a local military base representing a portion of the tenants at the related Mortgaged Property.

These and a large number of other factors may adversely affect the operation and value of multifamily properties; see “Risk Factors—Multifamily Properties Have Special Risks” in the prospectus.

131

Self Storage Properties

Three (3) self storage properties, representing approximately 2.9% of the Initial Pool Balance, secure 3 of the Mortgage Loans. A large number of factors may adversely affect the operation and value of self storage properties; see “Risk Factors—Self Storage Properties Have Special Risks” in the prospectus.

Certain of the self storage Mortgaged Properties also derive a portion of the Underwritten Revenue from one or more of (a) rent derived from truck rentals located at the related Mortgaged Property, (b) rent derived from cell tower leases, (c) the leasing of certain parking spaces located at the related Mortgaged Properties for purposes of recreational vehicle and boat storage and/or (d) rent derived from commercial/retail/office tenants operating at the related Mortgaged Property.

Manufactured Housing Community Properties

Two (2) manufactured housing community properties, representing approximately 0.5% of the Initial Pool Balance, by allocated loan amount, secure 1 of the Mortgage Loans. A large number of factors may adversely affect the operation and value of manufactured housing community properties; see “Risk Factors—Manufactured Housing Community Properties Have Special Risks” in the prospectus.

Certain of the manufactured housing community Mortgaged Properties may not be connected in their entirety to public water and/or sewer systems. In such cases, the borrower could incur a substantial expense if it were required to connect the property to such systems in the future. In addition, the use of well water enhances the likelihood that the property could be adversely affected by a recognized environmental condition that impacts soil and groundwater.

Certain of the manufactured housing community properties may have specific tenant mixes or other considerations, such as:

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Farrell-Roeh MHC Portfolio, representing approximately 0.5% of the Initial Pool Balance, certain mobile homes at the individual Mortgaged Properties are owned by an affiliate of the related borrowers (the “Affiliated Owner”). Pursuant to a Master Rental Agreement between the borrowers and the Affiliated Owner, the borrowers lease all of the mobile homes on the Mortgage Property from the Affiliated Owner. Pursuant to such Master Rental Agreement, the borrowers will forward to the Affiliated Owner all rents received from the occupants of such mobile homes pursuant to the schedule set forth therein, and have the right but not the obligation, to continue paying rent on such mobile homes, even if the occupant does not deliver rent due. The Master Rental Agreement does not prohibit the Affiliated Owner from selling the mobile homes to individual occupants, provided however, no such mobile homes may be removed from the property without the consent of the lender. The Master Rental Agreement is fully subordinate to the Mortgage Loan.

Industrial Properties

One (1) industrial property, representing approximately 0.2% of the Initial Pool Balance, by allocated loan amount, secures 1 of the Mortgage Loans. A large number of factors may adversely affect the operation and value of industrial properties; see “Risk Factors—Industrial Properties Have Special Risks” in the prospectus.

Certain of the industrial Mortgaged Properties may have specialty use spaces, such as manufacturing facilities and clean rooms, as part of the Mortgaged Property. These mortgaged properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason. See “—Specialty Use Concentrations” below and “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus. Certain industrial Mortgaged

132

Properties also derive a portion of the Underwritten Revenues from revenue from (a) rent derived from the leasing of office space at the Mortgaged Property and (b) rent derived from cell tower leases.

Specialty Use Concentrations

As indicated on Annex A to this free writing prospectus, certain of the Mortgaged Properties have a restaurant as one or more of the five largest tenants (based on net rentable area) or as a single tenant operating at the related Mortgaged Property. Restaurants are subject to certain unique risks including that the restaurant space is not easily convertible to other types of retail or office space and that the restaurant receipts are not only affected by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers.

Certain of the Mortgaged Properties, including the Mortgaged Properties identified on Annex A to this free writing prospectus as Firewheel Plaza Shopping Center, Carthay Circle Garden Plaza, 1300 West Belmont, Shops at Eagle Point, Fiesta Plaza and Covington which secure approximately 4.7% of the Initial Pool Balance, by allocated loan amount, have tenants or sub-tenants operating medical, dental, physical therapy or veterinary offices or clinics, outpatient facilities, research or diagnostic laboratories or health management services and/or health professional schools as one of the 5 largest tenants at the related Mortgaged Property.

Certain of the Mortgaged Properties, including the Mortgaged Property identified on Annex A to this free writing prospectus as South Plains Mall, representing approximately 8.5% of the Initial Pool Balance, have a theater as part of the respective Mortgaged Property.

Certain of the Mortgaged Properties, including the Mortgaged Properties identified on Annex A to this free writing prospectus as Pine Creek Shopping Center, Bernal Plaza, Country Creek Commons, City Plaza I, II & III, Berryland Shopping Center and Fiesta Plaza, representing approximately 9.8% of the Initial Pool Balance, have a gym, fitness center or a health club as one of the 5 largest tenants at the related Mortgaged Property.

Certain of the Mortgaged Properties, including the Mortgaged Property identified on Annex A to this free writing prospectus as Fiesta Plaza, representing approximately 0.5% of the Initial Pool Balance, have tenants operating as a daycare facility at the related Mortgaged Property.

With respect to the Mortgage Property identified on Annex A to this free writing prospectus as Bernal Plaza, representing approximately 2.9% the Initial Pool Balance, has a gas station as one or more of the 5 largest tenants at the related Mortgaged Property.

Certain of the Mortgaged Properties have one or more parking garages as part of the collateral. Taking into account Mortgaged Properties as to which parking garages account for at least 5.0% of the Underwritten Revenues at the related Mortgaged Property, the Mortgaged Property identified on Annex A to this free writing prospectus as Element LA which secures approximately 8.5% of the Initial Pool Balance by allocated loan amount, has one or more parking garages as part of the collateral and such parking garages account for approximately 14.4% of Underwritten Revenues at the Mortgaged Property.

These Mortgaged Properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason. See “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.

133

Mortgage Loan Concentrations

The table below presents information regarding Mortgage Loans and related Mortgage Loan concentrations:

Pool of Mortgage Loans

	Aggregate Cut-off Date Balance	% of Initial Pool Balance
Top Mortgage Loan	$100,000,000	12.2%
Top 5 Mortgage Loans	$370,000,000	45.1%
Top 10 Mortgage Loans	$537,180,689	65.5%
Largest Related Borrower Concentration(1)	$50,560,000	6.2%
Next Largest Related Borrower Concentration(1)	$27,000,000	3.3%

(1) Excluding single-borrower Mortgage Loans.

Other than with respect to the largest 10 Mortgage Loans, each of the other Mortgage Loans represents no more than approximately 3.2% of the Initial Pool Balance. See “Structural and Collateral Term Sheet” in Annex B to this free writing prospectus for more information on the largest 15 Mortgage Loans.

The following table shows each group of Mortgage Loans that have borrowers that are related to each other, with such groups collectively representing approximately 11.0% of the Initial Pool Balance. No group of Mortgage Loans having related borrowers represents more than approximately 6.2% of the Initial Pool Balance.

Related Borrower Loans

Loan Name	Cut-off Date Principal Balance	% of Initial Pool Balance
Deerfield Crossing	$31,950,000	3.9	%
Lake Forest Place	18,610,000	2.3
	$50,560,000	6.2	%
Firewheel Plaza Shopping Center	$14,500,000	1.8	%
All Storage Paloma Creek	7,000,000	0.9
Shops at Eagle Point	5,500,000	0.7
	$27,000,000	3.3	%
Fort Howard Square	$7,100,000	0.9	%
Conyers Crossing	5,960,000	0.7
	$13,060,000	1.6	%
	$90,620,000	11.0	%

Mortgage Loans with related borrowers are identified under “Related Group” on Annex A to this free writing prospectus.

134

Geographic Concentrations

This table shows the states that have concentrations of Mortgaged Properties that secure 5.0% or more of the Initial Pool Balance:

Geographic Distribution⁽¹⁾

State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
California	5	$138,070,000	16.8%
New York	2	$115,400,000	14.1%
Texas	5	$102,617,711	12.5%
Massachusetts	2	$74,900,000	9.1%
Indiana	4	$72,450,000	8.8%
Florida	5	$59,410,037	7.2%
Ohio	2	$50,560,000	6.2%

(1) Because this table presents information relating to Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that is one of multiple Mortgaged Properties securing a particular Mortgage Loan is based on an allocated loan amount as stated in Annex A to this free writing prospectus.

Repayments by borrowers and the market value of the related Mortgaged Properties could be affected by economic conditions generally or specific to particular geographic areas or the regions of the United States, and concentrations of Mortgaged Properties in particular geographic areas may increase the risk that conditions in the real estate market where the Mortgaged Property is located, or other adverse economic or other developments or natural disasters (e.g., earthquakes, floods, forest fires or hurricanes or changes in governmental rules or fiscal policies) affecting a particular region of the country, could increase the frequency and severity of losses on Mortgage Loans secured by those Mortgaged Properties. For example:

· Mortgaged Properties located in California, Nevada, Oklahoma and Tennessee are more susceptible to certain hazards (such as earthquakes, wildfires and tornadoes) than properties in other parts of the country.

· Mortgaged Properties located in coastal states, which includes Mortgaged Properties located in, for example, Alabama, California, Florida, Georgia, Louisiana, Maryland, Mississippi, New Hampshire, New York, North Carolina and Texas, among others, also may be more generally susceptible to floods or hurricanes than properties in other parts of the country. Recent hurricanes in the Northeast and Mid-Atlantic States, Gulf Coast region and in Florida have resulted in severe property damage as a result of the winds and the associated flooding. On October 29, 2012, Hurricane Sandy made landfall approximately five miles southwest of Atlantic City, New Jersey, causing extensive damage to coastal and inland areas in the eastern United States, including New York City, where certain of the Mortgaged Properties are located. The damage to the affected areas includes, among other things, flooding, wind and water damage, forced evacuation, and fire damage. The cost of the hurricane’s impact, due to the physical damage it caused, as well as the related economic impact, is expected to be significant for some period of time, particularly in the areas most directly damaged by the storm. The Mortgage Loans do not all require flood insurance on the related Mortgaged Properties unless they are in a flood zone and flood insurance is available. We cannot assure you that any hurricane damage would be covered by insurance.

· Mortgaged Properties, representing approximately 22.0% of the Initial Pool Balance, by allocated loan amount, are located in, among other places, Alabama, Florida, Louisiana, Mississippi or Texas, which may be adversely affected by events such as the oil platform explosion and subsequent oil spill that occurred in the Gulf of Mexico in April 2010. These events and similar events could lead to a regional economic downturn for the gulf coast region of the United States.

135

· In addition, certain of the Mortgaged Properties are located in cities or states that are currently facing or may face a depressed real estate market, which is not due to any natural disaster but which may cause an overall decline in property values.

Mortgaged Properties With Limited Prior Operating History

Three (3) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Edgewater Crossing Apartments, Homewood Suites Charlotte and CVS Homosassa, representing approximately 5.6% of the Initial Pool Balance, by allocated loan amount, have limited operating history (e.g. less than 2 full years of historical financials) due to an acquisition, new construction, substantial renovation and/or repositioning of the respective Mortgaged Property.

Three (3) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Element LA, East Viking Plaza and Newell Apartments securing approximately 11.2% of the Initial Pool Balance, by allocated loan amount, have no operating history because they were acquired, constructed, substantially renovated or in a lease-up period within the 12-month period preceding the origination date of the respective Mortgage Loan.

Tenancies-in-Common and Delaware Statutory Trusts

In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as CVS Homosassa, representing approximately 0.4% of the Initial Pool Balance, three borrowers own the related Mortgaged Property as tenants-in-common. The related tenants-in-common have waived their respective rights to partition.

See “Risk Factors—The Borrower’s Form of Entity May Cause Special Risks” in this free writing prospectus and “Risk Factors—Tenancies in Common May Hinder Recovery” in the prospectus.

Condominium Interests

One (1) of the Mortgage Loans, secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Country Creek Commons, representing approximately 1.6% of the Initial Pool Balance, is secured in whole or in part by the related borrower’s interest in one or more units in a condominium. With respect to this property:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Country Creek Commons, representing approximately 1.6% of the Initial Pool Balance, the Mortgaged Property is secured in part by a condominium in which the borrower owns 2 of the 3 condominium units. The borrower has an approximately 82% aggregate percentage of value interest in the common elements of the condominium. The borrower and one other entity are the only members of the Board of the Association.

Even if the borrower or its designated board members, either through control of the appointment and voting of sufficient members of the condominium board or by virtue of other provisions in the condominium documents, has consent rights over actions by the condominium associations or owners, we cannot assure you that the condominium board will not take actions that would materially adversely affect the borrower’s unit. See “Risk Factors—Condominium Ownership May Limit Use and Improvements” in the prospectus.

Leasehold Interests

The Mortgaged Properties identified on Annex A to this free writing prospectus as Westin Boston Waterfront and Embassy Suites Huntsville, AL, representing approximately 9.1% of the Initial Pool Balance, by allocated loan amount, consist solely of a leasehold interest under a ground lease. In addition, the Mortgaged Properties identified on Annex A to this free writing prospectus, Latham Crossing & Crossroads Plaza, Embassy Suites Concord, NC and Renaissance by Marriott Phoenix/Glendale, AZ, securing approximately 3.9%, of the Initial Pool Balance, by allocated loan amount, consist of (i) a

136

leasehold interest in a portion of the Mortgaged Property and (ii) a fee interest in the remainder of the Mortgaged Property. For purposes of this free writing prospectus, an encumbered interest will be characterized as a “fee interest” and not a leasehold interest if (i) the borrower has a fee interest in all or substantially all of the Mortgaged Property (provided that if the borrower has a leasehold interest in any portion of the Mortgaged Property, such portion is not, individually or in the aggregate, material to the use or operation of the Mortgaged Property unless otherwise covered by clause (ii) below), or (ii) the Mortgage Loan is secured by the borrower’s leasehold interest in the Mortgaged Property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related Mortgaged Property.

In general, unless the related fee interest is also encumbered by the related Mortgage, or as otherwise described above, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the Mortgage Loan (taking into account all freely exercisable extension options) and contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

See Sponsor Representations and Warranties No. 34 (Ground Leases) on Annex E-1 to this free writing prospectus and any related exceptions on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to free writing prospectus).

Additional Indebtedness

The Mortgage Loans generally prohibit borrowers from incurring any additional debt secured by their Mortgaged Property without the consent of the lender. However:

· substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;

· the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;

· any borrower that is not required pursuant to the terms of the applicable Mortgage Loan documents to meet single purpose entity criteria may not be restricted from incurring unsecured debt or mezzanine debt;

· the terms of certain Mortgage Loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the Mortgage Loans, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee;

· although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of the limited partnership or non-managing membership equity interests in a borrower or less than a controlling interest of any other equity interests in a borrower; and

· certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests.

137

The table below provides certain information with respect to each Mortgage Loan that has one or more corresponding pari passu and/or subordinate Companion Loans:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Number of Companion Loans	Pari Passu Companion Loan Cut-off Date Balance	Subordinate Companion Loan Cut-off Date Balance	Whole Loan Cut-off Date Balance	Whole Loan Interest Rate	Cut-off Date Whole Loan LTV	Cut-off Date Whole Loan Underwritten NCF DSCR
590 Madison Avenue(1)	$100,000,000	3	$269,366,000	$280,634,000	$650,000,000	3.81500%	43.3%	2.14x
South Plains Mall	$70,000,000	2	$130,000,000	$0	$200,000,000	4.22050%	54.3%	2.04x
Westin Boston Waterfront	$70,000,000	2	$135,000,000	$0	$205,000,000	4.35800%	59.4%	1.87x
Element LA	$70,000,000	2	$98,000,000	$0	$168,000,000	4.59300%	57.1%	1.78x
Glenbrook Square	$60,000,000	1	$102,000,000	$0	$162,000,000	4.27150%	58.1%	1.55x
Hammons Hotel Portfolio	$45,146,314	3	$205,079,002	$0	$250,225,315	4.95350%	68.1%	1.68x
GSA Portfolio	$27,384,375	1	$27,384,375	$0	$54,768,750	4.90600%	75.0%	1.35x
DoubleTree Hotel Universal	$19,478,787	2	$31,465,734	$0	$50,944,521	4.90000%	56.9%	2.11x

(1) As of the Cut-off Date, the 590 Madison Avenue Companion Loans are comprised of two pari passu Companion Loans with an aggregate outstanding principal balance as of the Cut-off Date of $269,366,000 and one Subordinate Companion Loan with an aggregate outstanding principal balance as of the Cut-off Date of $280,634,000. The Cut-off Date Whole Loan LTV and the Cut-off Date Whole Loan Underwritten NCF DSCR includes the related Subordinate Companion Loan.

· See “—The Whole Loans” below for more information regarding each Companion Loan. Also see “Structural and Collateral Term Sheet—590 Madison Avenue”, “—South Plains Mall”, “—Westin Boston Waterfront”, “—Element LA”, “—Glenbrook Square”, “—Hammons Hotel Portfolio”, “—GSA Portfolio” and “—DoubleTree Hotel Universal” in Annex B to this free writing prospectus.

Mezzanine debt is debt that is incurred by the direct or indirect owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers. Because mezzanine debt is secured by the obligor’s equity interest in the related borrowers, such financing effectively reduces the obligor’s economic stake in the related Mortgaged Property. The existence of mezzanine debt may reduce cash flow on the borrower’s Mortgaged Property after the payment of debt service and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a Mortgaged Property to fall and may create a slightly greater risk that a borrower will default on the Mortgage Loan secured by a Mortgaged Property whose value or income is relatively weak.

As of the Cut-off Date, each Sponsor has informed us that it is unaware of any existing mezzanine indebtedness with respect to the Mortgage Loans it is selling to the Depositor.

The Mortgage Loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations as described under “—Certain Terms of the Mortgage Loans—Due-On-Sale” and “Due-On-Encumbrance” Provisions”below. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

With respect to the Mortgage Loans listed in the following chart, the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt or in one case future mezzanine debt or preferred equity, subject to the satisfaction of conditions contained in the related loan documents, including, among other things, a combined maximum loan-to-value ratio, a combined minimum debt service coverage ratio and/or a combined minimum debt yield, as listed in the following chart:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Combined Maximum LTV Ratio	Combined Minimum DSCR	Combined Minimum Debt Yield	Intercreditor Agreement Required
590 Madison Avenue	$100,000,000	41.17%	2.14x	N/A	Yes
Element LA(1)	$70,000,000	57.1%	1.90x	9.00%	Yes
Deerfield Crossing(2)	$31,950,000	75.0%	1.25x	N/A	Yes
Lake Forest Place(2)	$18,610,000	75.0%	1.25x	N/A	Yes

(1) Future mezzanine debt or preferred equity permitted after the earlier of the sixth payment date after the Closing Date or the twenty-fourth payment date following the origination date.

(2) Future mezzanine debt permitted after the third anniversary of the origination date.

138

Generally, upon a default under a mezzanine loan, subject to the terms of any applicable intercreditor or subordination agreement, the holder of the mezzanine loan would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such debt. Although this transfer of equity may not trigger the due on sale clause under the related Mortgage Loan, it could cause a change in control of the borrower and/or cause the obligor under the mezzanine loan to file for bankruptcy, which could negatively affect the operation of the related Mortgaged Property and the related borrower’s ability to make payments on the related Mortgage Loan in a timely manner.

As of the Cut-off Date, other than as set forth below, each Sponsor has informed us that it is unaware of any existing preferred equity with respect to the Mortgage Loans it is selling to the Depositor:

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, subject to disputed interpretations, upon the exercise of any right to purchase the properties pursuant to the JDH ROFR, as described in “—Litigation and Other Considerations” below, by Jonathan Eilian or an entity controlled by Jonathan Eilian, the Revocable Trust of John Q. Hammons, dated December 28, 1989, as Amended and Restated (the “JQH Trust”), which is the borrower sponsor, has committed to provide financing for such purchase by taking a preferred equity interest in the parent of the single purpose entity acquiring any such property in an amount equal to 22.5% of the cumulative purchase prices of the properties being purchased. Such preferred equity will be interest only, for a term of 5 years, at an interest rate equal to 30-day LIBOR plus 3.75% for years 1-3, increasing by 0.75% per year thereafter, and will be prepayable at any time, in whole or in part, without penalty. However, the purchasers of the properties must fund as equity in connection with their purchase, an aggregate minimum amount at least equal to 10% of the amount by which the all-in purchase price payable exceeds any initial senior acquisition financing obtained or assumed by the purchaser and in no event may they obtain any new first mortgage financing (excluding assumed loans) in excess of 67.5% of the all-in purchase price. Such preferred equity is required to be subordinate to the Hammons Hotel Portfolio Mortgage Loan, and subject to a customary subordination or recognition agreement.

Because preferred equity and preferred returns often provide for a higher rate of return to be paid to the holders of such preferred equity, preferred equity in some respects function like mezzanine indebtedness, and reduces a principal’s economic stake in the related Mortgaged Property, reduces cash flow on the borrower’s Mortgaged Property after the payment of debt service and payments on the preferred equity and preferred returns and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a Mortgaged Property to fall and may create a slightly greater risk that a borrower will default on the Mortgage Loan secured by a Mortgaged Property whose value or income is relatively weak.

A Mortgage Loan may permit an equity owner in the related borrower to pledge, without lender consent, any equity interest that it could otherwise transfer without lender consent or if the transfer from the enforcement of that pledge would otherwise be permitted without lender consent.

Some Mortgage Loans permit loans to be made to the related borrower to the extent that collection of such loans may not be enforced until the related Mortgage Loan is paid in full, and provided that such loans are not secured by the Mortgaged Property.

Other Additional and Subordinate Debt

With respect to certain Mortgage Loans, the related borrower either has incurred or is permitted to incur unsecured debt from an affiliate of either the borrower or the borrower sponsor.

Borrowers under certain of the Mortgage Loans are generally permitted to incur trade payables and equipment financing that is unsecured and not represented by a note, incurred in the ordinary course of the borrower’s ownership and operation of the related Mortgaged Property, in amounts reasonable and customary for similar properties ranging between 1% and 4% of the related loan amount in the aggregate.

139

In addition, some Mortgage Loans may have or allow debt in addition to that mentioned above, for example:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as DoubleTree Hotel Universal, representing approximately 2.4% of the Initial Pool Balance, a $2,250,000 loan (the “DoubleTree Hotel Universal Key Money Debt”) is expected to be provided within 30 days of origination of the Mortgage Loan from Hilton Franchise Holding, LLC, the related franchisor, to X Fund Properties, LLC, the borrower. Such loan is unsecured and is guaranteed by Sagicor Real Estate Fund X Limited. The DoubleTree Hotel Universal Key Money Debt will become due and payable if the franchise license agreement is terminated, including upon sale of the Mortgaged Property if the franchise license agreement is not assumed. The DoubleTree Hotel Universal Key Money Debt bears no interest and amortizes evenly over the first 120 months of the franchise license agreement term (beginning September 10, 2015). A foreclosing lender would not be required to assume any obligations under the DoubleTree Hotel Universal Key Money Debt or its related guaranty, even if the lender elects to not retain the DoubleTree Hotel Universal license. The DoubleTree Hotel Universal Key Money Debt is not considered a permitted mezzanine loan and is not subject to the conditions required for permitted mezzanine indebtedness.

Certain risks relating to additional debt are described in “Risk Factors—Other Financings or Ability To Incur Other Financings Entails Risk” in this free writing prospectus.

Environmental Considerations

An environmental report was prepared for each Mortgaged Property securing a Mortgage Loan no more than 6 months prior to the Cut-off Date. See Annex A to this free writing prospectus for the date of the environmental report for each Mortgaged Property. The environmental reports were generally prepared pursuant to the American Society for Testing and Materials standard for a “Phase I” environmental site assessment (the “ESA”). In addition to the Phase I standards, some of the environmental reports will include additional research, such as limited sampling for asbestos containing material, lead based paint, radon or water damage with limited areas of potential or identified mold, depending upon the property use and/or age. Additionally, as needed pursuant to American Society for Testing and Materials standards, supplemental “Phase II” site investigations have been completed for some Mortgaged Properties to further evaluate certain environmental issues, including certain recognized environmental conditions (each, an “REC”). A Phase II investigation generally consists of sampling and/or testing.

The environmental reports may have revealed material adverse conditions or circumstances at a Mortgaged Property:

· that were remediated or abated before the origination date of the related Mortgage Loan or are anticipated to be remediated or abated before the Closing Date;

· for which an operations and maintenance plan, abatement as part of routine maintenance or periodic monitoring of the Mortgaged Property or nearby properties will be in place or recommended;

· for which an escrow, guaranty or letter of credit for the remediation will have been established pursuant to the terms of the related Mortgage Loan;

· for which an environmental insurance policy will have been obtained from a third party insurer;

· for which the principal of the borrower or another financially responsible party will have provided an indemnity or will have been required to take, or will be liable for the failure to take, such actions, if any, with respect to such matters as will have been required by the applicable governmental authority or recommended by the environmental reports;

140

· for which such conditions or circumstances will have been investigated further and the environmental consultant will have recommended no further action or remediation;

· as to which the borrower or other responsible party will have obtained, or will be required to obtain post-closing, a “no further action” letter or other evidence that governmental authorities would not be requiring further action or remediation;

· that would not require substantial cleanup, remedial action or other extraordinary response under environmental laws; or

· for which the related borrower will have agreed to seek a “case closed” or similar status for the issue from the applicable governmental agency.

It was not uncommon for the environmental testing to reveal the presence of asbestos containing materials, lead based paint, mold and/or radon at any Mortgaged Property. Where these substances were present, the environmental consultant generally recommended, and the borrower was generally required to establish an operation and maintenance plan to address the issue or, in some cases involving asbestos containing materials, radon or lead based paint, an abatement or removal program or mitigation system. Other identified conditions could be, for example, surface level storage tanks, underground storage tanks (“USTs”), leaking underground storage tanks (“LUSTs”), onsite dry cleaning facilities, gas stations and on site spills. In such cases, corrective action, as required by the regulatory agencies, has been or is currently being undertaken and, in some cases, the related borrowers have made deposits into environmental reserve accounts. In certain cases, gas stations operate or previously operated at Mortgaged Properties or on third-party properties adjacent to the Mortgaged Properties, and the related environmental site assessments concluded that such gas stations and their underground storage tanks are not significant concerns for reasons, including, but not limited to, no identified past or present spills or other releases, regulatory closure achieved for past spills or releases, and direction of hydraulic gradient. However, we cannot assure you that any environmental indemnity, insurance, letter of credit, guaranty or reserve amounts will be sufficient to remediate the environmental conditions or that all environmental conditions have been identified or that operation and maintenance plans will be put in place and/or followed.

Problems associated with mold may pose risks to the real property and may also be the basis for personal injury claims against a borrower. Although the Mortgaged Properties will be required to be inspected periodically, there is no set of generally accepted standards for the assessment of mold currently in place. If left unchecked, the growth of mold could result in the interruption of cash flow, litigation and remediation expenses which could adversely impact collections from a Mortgaged Property.

It is possible that the environmental reports and/or Phase II sampling did not reveal all environmental liabilities, or that there are material environmental liabilities of which we are not aware. Also, the environmental condition of the Mortgaged Properties in the future could be affected by the activities of tenants and occupants or by third parties unrelated to the borrowers. For a more detailed description of the environmental reports prepared for each Mortgaged Property and environmental matters that may affect the Mortgaged Properties; see “Risk Factors—Environmental Law Considerations” and “Certain Legal Aspects of the Mortgage Loans—Environmental Risks” in the prospectus.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Element LA, securing approximately 8.5% of the Initial Pool Balance, the related Phase I ESA reported that previous onsite manufacturing activities had impacted soil and groundwater, and manufacturing on an adjacent third-party property also may have impacted the Mortgaged Property.  Investigation and remediation has been ongoing at the Mortgaged Property with some remediation phases completed. Results of 2015 groundwater monitoring led to a recommendation to implement a groundwater extraction system which consultants indicate could then lead to a request for regulatory closure subject to further monitoring.  The ESA recommended continued remediation as needed to achieve case closure. On the origination date, the borrower funded an environmental escrow in the amount of $193,750 in connection with the remediation. Pursuant to the Mortgage Loan documents, the borrower is obligated to use commercially reasonable efforts to diligently pursue environmental remediation no action letters with

141

respect to the investigation at the Mortgaged Property. We cannot assure you that all remaining remediation will be completed or that following such remediation regulatory closure will be granted.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, securing approximately 7.3% of the Initial Pool Balance, the related Phase I ESA reported that several prior LUST incidents at the Mortgaged Property were addressed and received regulatory disclosure.  However, one tank for which no leaks are reported apparently was abandoned but no closure documentation was available for review by the ESA. The ESA therefore recommended that responsible tenant JCPenney ensures completing proper regulatory closure of that tank.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Bernal Plaza, securing approximately 2.9% of the Initial Pool Balance, the Phase I ESA identified a REC due to contamination related to a former semiconductor manufacturer on-site. The Mortgaged Property was listed on the NPL in January 1989 and Schlumberger Technology Corporation (the parent company of the semiconductor manufacturer) was identified as the responsible party for the site cleanup. A restrictive covenant was recorded prohibiting several activities, including installation of wells, groundwater extraction, or the use of the property as a residence, day care center, elder care center, hospital, public or private school for persons under the age of 21, or for the raising of food. Testing in 2014 found that while contamination levels of 1,1-DCE, AE-1 and AE-2 are currently controlled, a remedy addressing 1,4-dioxane levels needs to be implemented and a new restrictive covenant needs to be completed. A new vapor intrusion assessment was completed in September 2015. The environmental consultant recommended continued groundwater monitoring until the cleanup goals are achieved by the responsible party, Schlumberger Technology Corporation, and continued adherence to the restrictive covenant prohibiting the installation of groundwater wells on the property. No environmental insurance has been obtained. In addition, the Phase I ESA identified a REC stemming from three USTs that were installed in 2000 in relation to the gas station currently operating on the property. Records note several failures to the UST system. Due to such failures as well as the age of the USTs (15 years), a Phase II subsurface investigation was conducted to determine if a release from the current UST system has occurred. The Phase II investigation found no impacts that pose a significant threat to human health and the environment and no further action was recommended. Under the loan agreement, borrower is required to cause the tenant, Shell, to at all times maintain UST insurance during the term of the Mortgage Loan. As of the origination date, Shell maintains UST insurance in the amount of $2,000,000 per incident and $4,000,000 in the aggregate.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Lake Forest Place, securing approximately 2.3% of the Initial Pool Balance, the related Phase I ESA reported that a LUST previously had been removed from the Mortgaged Property and achieved “no further action” regulatory status. However, the LUST subsurface piping was left in place and tied into a new aboveground storage tank holding fuel for an emergency power generator. The ESA recommended further investigation to determine if any part of the residual piping had leaked or was no longer in use, at an estimated investigation cost of $10,000, and any out of service piping should be removed according to applicable rules. The borrower reserved $17,500 at origination to cover the cost of such investigation.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Conyers Crossing, securing approximately 0.7% of the Initial Pool Balance, the Phase I ESA identified a REC in connection with the Mortgaged Property’s prior use as the site of a dry cleaning facility and an automotive service facility based on the absence of data to confirm whether contamination was present at the time these features were removed from service, leaving open the possibility that contamination remains in place at the subject property. A Phase II investigation found the property has been impacted by a release from the former dry cleaning activities, and additional activities are necessary to satisfy Georgia Environmental Protection Division’s (GEPD) reporting requirements, although GEPD is likely not to consider the release to be new and would not likely require further investigation. At origination, borrower reserved an initial environmental remediation deposit of $15,000. The related borrower has until 90 days after the origination date to either (i) install and thereafter maintain a passive vapor mitigation system in the portion of a subslab depressurization system in the portion of the property operated as a 

142

dry cleaning facility, or (ii) obtain a “no further action” letter from an appropriate environmental governmental authority, and then the funds in the environmental remediation fund will be released.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as CVS Homosassa, securing approximately 0.4% of the Initial Pool Balance, the related Phase I ESA identified a REC related to a gas station’s former presence on the Mortgaged Property. Due to discharges of petroleum products in connection with such former use, the Mortgaged Property has qualified for state funded cleanup by the state of Florida in compliance with the Florida Department of Environmental Protection (“FDEP”) Petroleum Cleanup Program. Financial responsibility for the assessment and cleanup are covered by the Whetstone Oil Company and the State of Florida; therefore, no additional assessment is required at this time. The environmental consultant recommended continuing to allow access to state cleanup contractors and continued compliance with all requirements of the FDEP Petroleum Cleanup Program. The FDEP has allocated $1,200,000 after a $500 deductible is paid: $48,964.43 has been spent thus far, and $1,151,035 remains to pay for the cleanup. The environmental consultant indicated this amount should be sufficient to complete the on-site remediation that is on-going to address the former gasoline station, and concluded that the former gas station should not be a significant environmental concern at the site. The loan agreement requires cooperation with FEDEP and its consultants, (including allowing access to the site) in an effort to achieve regulatory closure. Upon such regulatory closure, borrower will obtain from the FDEP a no further action letter with respect to such remediation and deliver such no further action letter to lender, at borrower’s sole cost and expense. Environmental insurance has been obtained addressing this matter.

Litigation and Other Considerations

Certain risks relating to litigation regarding the Mortgaged Properties or the borrowers are described in “Risk Factors—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” in this free writing prospectus.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, each Mortgaged Property is indirectly owned by the Revocable Trust of John Q. Hammons, dated December 28, 1989, as Amended and Restated (the “JQH Trust”). In 2005, the JQH Trust reached an agreement with an entity controlled by Jonathan Eilian (“Eilian”) to take private a public company in which JQH Trust owned a substantial interest, with the JQH Trust (for tax purposes) receiving a preferred equity interest in exchange for its ownership interest (the “Preferred Equity Interest”) in a new entity, Atrium Hotels, L.P. (formerly known as the John Q. Hammons Hotels, L.P.) (“Atrium LP”), which indirectly owns the hotels that were owned by the public company, with a liquidation preference at that time of no less than $335 million. In connection with taking the public company private, the JQH Trust gave a right of first refusal (the “JDH ROFR”) to JD Holdings, LLC (“JD Holdings”), an entity controlled by Eilian, with respect to certain enumerated properties owned by the JQH Trust and additional properties developed by the JQH Trust (the “JQH Hotels”). Although subject to dispute by JQH Trust, the JDH ROFR purported to give JD Holdings the right to match any bona fide sale price in the event the JQH Trust sold any JQH Hotels. Additionally, and also subject to dispute by JQH Trust, the JDH ROFR provided that the JQH Trust and related affiliates were required upon the death of John Q. Hammons (“JQH”), to sell all of the JQH Hotels no later than the later to occur of (a) two (2) years after the date of JQH‘s demise, and (b) full redemption or other permitted disposition by JQH and his affiliates of all of his and their Preferred Equity Interest. Further, and subject to dispute by JQH Trust, the agreement governing the JDH ROFR provided that JD Holdings would have the right to exercise the JDH ROFR at a 20% discount off the purchase price of any property ultimately determined to be subject to the right of first refusal as to which a material breach of the JDH ROFR is established. Additionally, the partnership agreement of Atrium LP provides that if the Preferred Equity Interest had not been redeemed before JQH’s death, then Atrium LP was required to begin liquidating its assets on or before a date that is eighteen months after the first business day after the earlier to occur of (i) Hammons‘s death or (ii) one month after the seventh anniversary of the effective date of the partnership agreement if a liquidation notice has been received (October 16, 2018). JQH died in May of 2013.

143

There is ongoing litigation that commenced prior to the death of JQH between JD Holdings and certain affiliated entities and JQH Trust and certain of its affiliates (including one or more borrowers under the Hammons Hotel Portfolio Mortgage Loan) disputing the interpretation of the JDH ROFR and the terms of the Atrium LP partnership agreement. Among the matters in dispute are the validity of the JDH ROFR, the required timing of the sale of the JQH Hotels, whether a liquidation of Atrium LP constitutes a disposition by JQH or his affiliates, the calculation of the redemption price of the Preferred Equity Interest and which assets are subject to the JDH ROFR. In October 2014, the Court of Chancery of the State of Delaware issued a Memorandum Opinion granting in part JD Holdings’ Motion for Judgment on the Pleadings. While some claims are still outstanding, the majority of the claims were decided in favor of JD Holdings and the JQH Trust has indicated that it intends to appeal the ruling on the Motion for Judgment on the Pleadings once a final order is entered. Although the litigation was temporarily stayed in April 2015 pending the completion of the liquidation of Atrium LP which JD Holdings and its affiliates contend is ongoing, the stay was lifted in October 2015 following JQH Trust’s receipt on September 23, 2015 of notice that a certificate of cancellation was filed with the Delaware Secretary of State for Atrium LP on September 21, 2015 indicating that Atrium LP has purportedly purportedly liquidated its assets. On October 28, 2015 the Court of Chancery of the State of Delaware ordered the JQH Trust not to take action outside the ordinary course of business as to any of the properties or assets alleged to be subject to the JDH ROFR without providing at least five (5) business days’ prior written notice to JD Holdings. The JQH Trust intends to dispute the validity of this purported liquidation. While the exact amount of any Preferred Equity Interest held by the JQH Trust and Hammons, Inc. (the “Hammons Limited Partners”) is subject to dispute by JQH Trust, the ultimate amount paid to the Hammons Limited Partners in respect of the Preferred Equity Interest may be zero. Even if a payment in respect of the Preferred Equity Interest is ultimately made, it may be substantially less than the value that JQH Trust believes it is owed. This may have an adverse effect on the net worth of JQH Trust. Note: the issue of material adverse impact is subjective and the JQH Trust does not agree that it will have an adverse impact.

The JQH Trust (through John Q. Hammons Hotels Development, LLC (the “iStar Borrower”)) also received a $275 million line of credit (the “Line of Credit”) from Atrium Lendco, LLC (“Atrium Lendco”), an entity controlled by Eilian (and utilizing funds provided by iStar Financial Inc. (“iStar”), in connection with the above described transactions in 2005. The servicing of the Line of Credit was subsequently assigned back to an affiliate of iStar. iStar has a minority ownership interest in Atrium LP. To date, $110,000,000 has been drawn against the line of credit and $37,000,000 of accrued interest has been capitalized (for a total outstanding balance of approximately $147,000,000). The line of credit has an interest rate of LIBOR, subject to a floor of 3.22%, plus 1%, and matures on March 15, 2021. The iStar Borrower is the direct owner of the borrowers owning the Mortgaged Properties identified on Annex A to this free writing prospectus as Embassy Suites in Concord, NC, Renaissance Hotel in Glendale, AZ, Embassy Suites in Huntsville, AL, and Embassy Suites in Murfreesboro, TN. The line of credit is also secured by additional collateral other than the equity in the 4 borrowers, including the Preferred Equity Interest. Any proceeds from the redemption or liquidation of the Preferred Equity Interest, if any, is required to be applied to the outstanding balance of the Line of Credit. The Line of Credit has been guaranteed by the JQH Trust. As additional collateral for the Line of Credit, the JQH Trust has pledged its equity interest in the iStar Borrower.

iStar brought an action against the JQH Trust in 2013 seeking a declaratory judgment as to an alleged default under the loan agreement on the basis of an alleged breach of a net worth covenant by the JQH Trust, and accelerated the line of credit and commenced a UCC foreclosure sale of the Preferred Equity Interest collateral securing the line of credit. The court denied a motion for partial summary judgment brought by iStar, and granted the JQH Trust defendants a temporary restraining order barring iStar from non-judicially foreclosing on the Preferred Equity Interest and other collateral. Fact discovery for these proceedings is ongoing, and is subject to a court-ordered completion deadline of December 11, 2015, which may be extended. We cannot assure you that this litigation will not be settled or determined in favor of iStar. However, a foreclosure by iStar would be (a) a transfer that is not permitted under the Mortgage Loan documents if done without the consent of the lender under the Hammons Hotel Portfolio Mortgage Loan and (b) though subject to disputed interpretations, a “disposition” of the Preferred Equity Interest as discussed above that could trigger the sale of the JQH Hotels and the JDH ROFR.

144

In the event JD Holdings exercises its right to purchase the properties under the JDH ROFR, the related Mortgage Loan documents pre-approved the assumption of the Mortgage Loan by Eilian or an Eilian controlled affiliate, subject to approval of the financial statements of the replacement carveout guarantor. Additionally, the sale of any JQH Hotels that are Mortgaged Properties could result in a release of the properties from the lien of the loan and a prepayment as described under “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in this free writing prospectus.

On November 4, 2015, iStar brought an additional action against the iStar Borrower and the JQH Trust as guarantor of the Line of Credit seeking a monetary judgment in favor of iStar in an amount equal to the Line of Credit, plus default interest, costs, expenses, and attorneys’ fees on the grounds that (a) JQH allegedly failed to pay down the iStar Line of Credit with any proceeds received by JQH from the redemption or liquidation of the Preferred Equity Interest, allegedly triggering an event of default under the Line of Credit loan documents, (b) the entering into of the Hammons Hotel Portfolio Mortgage Loan by the borrowers owning the Mortgaged Properties identified on Annex A to this free writing prospectus as Embassy Suites Concord, NC, Renaissance by Marriott Phoenix/Glendale, AZ, Embassy Suites Huntsville, AL, and Embassy Suites Murfreesboro, TN (collectively, the “iStar Properties”) allegedly violated the terms of the Line of Credit as the Hammons Hotel Portfolio Mortgage Loan was not “permitted indebtedness” in accordance with the terms of the Line of Credit because the mortgage encumbering each Mortgaged Property secures the entire $250,800,000 original principal balance of the Hammons Hotel Portfolio Whole Loan, which allegedly results in a violation of the definition of “permitted indebtedness” under the Line of Credit that requires individual property level loan-to-value ratio of no more than 70.0% and (c) the “cash out” received by JQH Trust and/or its subsidiaries totaling approximately $20M as proceeds of the Hammons Hotel Portfolio Mortgage Loan were allegedly required to be used to pay down the Line of Credit as a result of the alleged existence of an event of default under the Line of Credit. The Cut-off Date LTV Ratio for the Hammons Hotel Portfolio Whole Loan calculated on the basis of the aggregate “as-is” appraised values of the respective Mortgaged Properties is 68.8%. The iStar Borrower and JQH Trust dispute these claims and intend to defend such claims, however we cannot assure you that this litigation will be settled or that it will be determined in favor of the iStar Borrower and the JQH Trust. If iStar prevails on the claim, we cannot assure you that the iStar Borrower and/or the JQH Trust would have sufficient assets to satisfy any related judgment, which may result in a foreclosure on the collateral securing the Line of Credit, including the equity in the iStar Properties. Any such foreclosure could be an event of default under the Hammons Hotel Portfolio Mortgage Loan unless certain requirements under the loan documents related to change of control are met or the related Mortgaged Properties are released from the lien of the Hammons Hotel Portfolio Mortgage Loan in accordance with the terms of the loan documents.

We cannot assure you that (i) the above described litigations will not be ongoing, (ii) either of such litigations will be determined in favor of JQH Trust and its affiliates and subsidiaries, (iii) Atrium LP was properly liquidated, (iv) JQH will receive any money in respect of the Preferred Equity Interest to satisfy all or a portion of the Line of Credit in connection with any liquidation of Atrium LP, or in fact any amounts at all in redemption of the Preferred Equity Interest, (v) the JQH Hotels will or will not be marketed for sale or (vi) the JDH ROFR will or will not be exercised.

We cannot assure you that any such litigation would not have an adverse effect on, or provide any indication of the future performance of the obligors or non-recourse carveout guarantors under, the related Mortgage Loans.

See Sponsor Representations and Warranties No. 13 (Actions Concerning Mortgage Loan) on Annex E-1 to this free writing prospectus and any related exceptions on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to free writing prospectus).

145

Redevelopment, Renovation and Expansion

Certain of the Mortgaged Properties are properties which are currently undergoing or, in the future, are expected to undergo redevelopment, renovation or expansion, including with respect to hospitality properties, property improvement plans (“PIPs”) required by the franchisors. Below are descriptions of certain of such Mortgaged Properties. Certain risks related to redevelopment, renovation and expansion at a Mortgaged Property are described in “Risk Factors—Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties” in this free writing prospectus.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as South Plains Mall, representing approximately 8.5% of the Initial Pool Balance, the Mortgaged Property is currently undergoing a $24,000,000 renovation program that is anticipated to be completed by mid-2016 and is expected to include new mall entrances, common area upgrades, new mall signage, skylights, kiosks and public restroom additions/renovations.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as DoubleTree Hotel Universal, representing approximately 2.4% of the Initial Pool Balance, the Mortgaged Property was acquired at the origination of the Mortgage Loan and the borrower is completing a $15,800,000 PIP renovation. The sum of $13,457,731 was reserved in PIP and furniture, fixtures and equipment (“FF&E”) reserve accounts at origination, representing 85% of the projected cost of completion of the PIP and discretionary capital expenditures. At origination of the Mortgage Loan, the borrower sponsor provided a guaranty (the “PIP Guaranty”) of the completion of any initial PIP costs and the payment of any debt service during the PIP period. The borrower sponsor must provide a guaranty (the “Renewal Guaranty”) for any costs associated with a renewal PIP. The PIP Guaranty (or Renewal Guaranty) will be released upon the substantial completion of the PIP (or renewal PIP), as evidenced by a letter from the related franchisor. In the event that any initial PIP or renewal PIP remains outstanding, the borrower sponsor must maintain a net worth of $30,000,000 and liquidity of $3,000,000. The borrower sponsor also provided a recourse carve-out for costs incurred by the lender in exercising the lender franchise replacement right.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Courtyard by Marriott Dallas/Allen, TX, representing approximately 0.7% of the Initial Pool Balance by allocated loan amount, there are planned renovations and capital improvements including new flooring and wall vinyl for common areas and guestrooms, totaling approximately $1,944,314 (for which the borrower has reserved $1,940,000).

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Renaissance by Marriott Phoenix/Glendale, AZ, securing approximately 0.7% of the Initial Pool Balance by allocated loan amount, there are planned renovations and capital improvements in 2016 totaling approximately $650,000 and a full property renovation in 2017 which will include new flooring for all common areas and guestrooms (for which the borrower has reserved $5,000,000).

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Newell Apartments, representing approximately 0.6% of the Initial Pool Balance, in 2013, the borrower sponsors acquired the Mortgaged Property with one existing building. In July 2013, the borrower sponsors began construction of three additional buildings and renovation of the original building. Renovation of the original building was completed in August 2013 with tenants taking occupancy in September 2013. The three new buildings were completed in May 2015 and all were 100% preleased. 

146

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Residence Inn by Marriott Kansas City, MO, representing approximately 0.3% of the Initial Pool Balance by allocated loan amount, there are planned renovations and capital improvements, including guestroom updates and new flooring and wall vinyl for common areas, totaling approximately $976,188 (for which the borrower has reserved $950,000).

Other hotel properties may, and likely do, have property improvements plans in various stages of completion or planning.

We cannot assure you that these above described renovations and build outs will be completed and will not temporarily interfere with the use and operation of portions of the related Mortgaged Property. Further, we cannot assure you that any required reserves will sufficiently cover the cost of such renovations and build outs. See “Structural and Collateral Term Sheet” in Annex B to this free writing prospectus for additional information on any redevelopment, renovation and expansion at the Mortgaged Properties securing the 10 largest Mortgage Loans.

Default History, Bankruptcy Issues and Other Proceedings

None of the Mortgage Loans were refinancings in whole or in part of loans that were in default at the time of refinancing or otherwise involved discounted pay-offs or provided acquisition financing for the related borrower’s purchase of the related Mortgaged Property at a foreclosure sale or after becoming REO.

Certain of the borrowers, principals of the borrowers and other entities under the control of such principals are or previously have been parties to bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workouts in addition to the bankruptcy related litigation issues discussed above in “—Litigation and Other Considerations”. For example, with respect to the 20 largest Mortgage Loans (and any related Mortgage Loans under common borrower sponsorship):

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance, General Growth Properties, Inc., the non-recourse carveout guarantor, filed for Chapter 11 Bankruptcy on April 16, 2009. General Growth Properties, Inc. emerged from bankruptcy on November 8, 2010.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Clover Ridge East, representing approximately 3.8% of the Initial Pool Balance, there have been defaults in the past six years under six separate loans where Alan Hayman, the carveout guarantor and sponsor for the Mortgage Loan, acted as a borrower principal and manager of such borrower’s managing member. In addition, Andrew Hayman, a principal of the borrower, also acted as sponsor on a loan involved in a deed-in-lieu of foreclosure in 2010. In each case, Alan Hayman, Andrew Hayman, and the Hayman Company (manager of the Mortgaged Property) cooperated with the lender in every way and adhered to the provisions in the loan documents. As evidence of this, The Hayman Company has continued to work for most of these lenders as a receiver or third party management company.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Edgewater Crossing Apartments, representing approximately 3.8% of the Initial Pool Balance, the borrower sponsors previously guaranteed three loans secured by properties unrelated to the Mortgaged Property that were the subjects of discounted payoffs between 2008 and 2012.

147

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as East Viking Plaza, representing approximately 2.1% of the Initial Pool Balance, the borrower sponsors were involved in a deed-in-lieu of foreclosure and a discounted payoff of a default loan between 2012 and 2013.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Country Creek Commons, representing approximately 1.6% of the Initial Pool Balance, affiliates of the borrower sponsors previously guaranteed several loans secured by properties unrelated to the Mortgaged Property that were the subjects of discounted payoffs, short sales, foreclosures and deeds-in-lieu of foreclosure between 2009 and 2015.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as City Plaza I, II & III, representing approximately 1.0% of the Initial Pool Balance, a loan secured by the property identified as City Plaza I was previously securitized in June 2006 (maturity date June 2016) with an original loan amount of $3,400,000. Such loan was submitted for special servicing in August 2009 due to payment default. The loan was returned as a corrected loan in December 2011. The borrower sponsor executed a modification agreement in which the note was split into two notes and $1,300,000 of the debt was forgiven. Both notes were paid off with the Mortgage Loan.

In addition, there may be or may have been certain other bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workout matters that involved one or more Mortgage Loans or Mortgaged Properties, and/or a guarantor, borrower sponsor or other party to a Mortgage Loan.

Certain risks relating to bankruptcy proceedings are described in “Risk Factors—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” in this free writing prospectus and “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

Tenant Issues

Tenant Concentrations

Mortgaged properties that are owner-occupied or leased to a single tenant, or a tenant that makes up a significant portion of the rental income, also are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease. This is so because:

· the financial effect of the absence of rental income may be severe;

· more time may be required to re-lease the space; and

· substantial capital costs may be incurred to make the space appropriate for replacement tenants.

On February 4, 2015, Staples, Inc. (“Staples”) and Office Depot, Inc. (“Office Depot”) announced that the companies entered into a definitive agreement under which Staples will acquire all of the outstanding shares of Office Depot. Office Depot expects to close approximately 135 stores in 2015 and approximately 100 stores in 2016. In the case of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Bernal Plaza and Latham Crossing & Crossroads Plaza representing approximately 4.8% of the Initial Pool Balance, Office Depot or Staples is a tenant at the Mortgaged Properties. We cannot assure you that Office Depot or Staples will not continue to report earnings losses or otherwise exhibit signs of financial distress. We cannot assure you that Office Depot or Staples will remain open for business or that the closing of any other Office Depot or Staples store will not impact other Mortgaged Properties securing Mortgage Loans in the Mortgage Pool.

148

On January 5, 2015, J. C. Penney Company, Inc. (“JCPenney”) notified impacted non-management associates at affected store locations of its plan to close approximately 40 underperforming JCPenney department stores in fiscal 2015 and expects to substantially complete the store closings by April 2015. In the case of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as South Plains Mall, Glenbrook Square and Pine Creek Shopping Center, representing approximately 19.0%, of the Initial Pool Balance, JCPenney is an anchor at the mall. Certain of the tenant leases at the related Mortgaged Property may permit tenants to terminate their leases and/or abate or reduce rent if JCPenney terminates its lease or goes dark. We cannot assure you that JCPenney will not continue to report earnings losses or otherwise exhibit signs of financial distress or that its stores will remain open for business. We further cannot assure you that the closing of any other JCPenney stores will not impact other Mortgaged Properties securing Mortgage Loans in the Mortgage Pool.

On June 15, 2015, Gap, Inc. (“Gap”) announced plans to close approximately 175 stores, approximately 140 stores will close this year in an effort to reduce store locations. Although specific properties have not been identified by the company, we cannot assure you that Mortgaged Properties having such tenants will not be adversely affected. Furthermore, in the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as East Viking Plaza, representing approximately 2.1% of the Initial Pool Balance, Old Navy, which is also a subsidiary of Gap, is a tenant at the related Mortgaged Property. We cannot assure you that Gap, or its subsidiaries, will remain open for business or that the closing of any other Gap, Banana Republic or Old Navy store will not impact other Mortgaged Properties securing Mortgage Loans in the Mortgage Pool.

On July 7, 2015, Sears Holdings Corp. (“Sears”), announced that it closed its rights offering and sale-leaseback transaction with Seritage Growth Properties (“Seritage“), a recently formed, independent publicly traded real estate investment trust. In the transaction, Sears sold 235 Sears branded and Kmart branded stores to Seritage along with Sears’ 50% interests in joint ventures with each of Simon Property Group, Inc., General Growth Properties, Inc. and The Macerich Company (the “Joint Ventures”), which together hold an additional 31 Sears Holdings properties. In connection with the transaction, Seritage has entered into agreements under which it will lease the substantial majority of the acquired properties, including those owned by the Joint Ventures, back to Sears Holdings, with the remaining stores being leased to third parties. Under the terms of the master leases with Sears Holdings, Seritage and the Joint Ventures have the right to recapture space from Sears Holdings, allowing them to reconfigure and rent the recaptured space to third party tenants over time. In the case of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as South Plains Mall and Glenbrook Square, representing approximately 15.8% of the Initial Pool Balance, Sears is an anchor at the mall but is not part of the collateral for the related Mortgage Loan. We cannot assure you that under the terms of the master leases among Seritage, Sears and the Joint Ventures, such Sears store will remain open for business. We further cannot assure you that the closing of any other Sears store will not impact other Mortgaged Properties securing Mortgage Loans in the mortgage pool.

On March 29, 2012, Best Buy Co., Inc. (“Best Buy”) announced its plan to close 50 of its U.S. stores in 2013 and cut $800 million in costs by 2015. In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Firewheel Plaza Shopping Center, representing approximately 1.8% of the Initial Pool Balance, the Mortgaged Property has a Best Buy store as a tenant. In the case of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as South Plains Mall and Glenbrook Square, collectively representing approximately 15.8% of the Initial Pool Balance, Best Buy Mobile, which is a subsidiary of Best Buy, is a tenant at each of the related Mortgaged Properties. We cannot assure you that Best Buy will remain open for business or that the closing of any Best Buy store will not impact other Mortgaged Properties securing Mortgage Loans in the mortgage pool.

See Annex A to this free writing prospectus for tenant lease expiration dates for the five largest tenants (based on net rentable area leased) at each retail, office and industrial Mortgaged Property.

149

The Mortgaged Properties have single tenants as set forth below:

· Twenty-three (23) of the Mortgaged Properties, securing, in whole or in part, 4 Mortgage Loans, representing in the aggregate approximately 12.3% of the Initial Pool Balance by allocated loan amount are leased to a single tenant.

· Excluding Mortgaged Properties that are part of a portfolio of Mortgaged Properties, no Mortgaged Property leased to a single tenant secures a Mortgage Loan representing more than approximately 8.5% of the Initial Pool Balance.

With respect to certain of these Mortgaged Properties that are leased to a single tenant, the related leases may expire prior to, or soon after, the maturity dates of the related Mortgage Loans or the related tenant may have the right to terminate the lease prior to the maturity date of the related Mortgage Loan. If the current tenant does not renew its lease on comparable economic terms to the expired lease, if a single tenant terminates its lease or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related Mortgage Loans.

The Mortgaged Properties have certain tenant concentrations (among the five largest tenants (based on net rentable area)) across multiple Mortgaged Properties securing 2.0% or more of the Initial Pool Balance, as set forth below:

· JCPenney is a tenant at each of three (3) Mortgaged Properties, and such Mortgaged Properties secure approximately 19.0% in the aggregate, of the Initial Pool Balance based on allocated loan amount.

· Petco is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 4.9% in the aggregate, of the Initial Pool Balance based on allocated loan amount.

· Staples is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 4.8% in the aggregate, of the Initial Pool Balance based on allocated loan amount.

· Dollar Tree is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 4.0% in the aggregate, of the Initial Pool Balance based on allocated loan amount.

· CVS is a tenant at each of three (3) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.9% in the aggregate, of the Initial Pool Balance based on allocated loan amount.

· Social Security Administration is a tenant at each of eighteen (18) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.2% in the aggregate, of the Initial Pool Balance based on allocated loan amount.

In the event of a default by that tenant, if the related lease expires prior to the Mortgage Loan maturity date and the related tenant fails to renew its lease or if such tenant exercises an early termination option, there would likely be an interruption of rental payments under the lease and, accordingly, insufficient funds available to the borrower to pay the debt service on the loan. In certain cases where the tenant owns the improvements to the Mortgaged Property, the related borrower may be required to purchase such improvements in connection with the exercise of its remedies.

150

Lease Terminations and Expirations

Expirations. See Annex A to this free writing prospectus for tenant lease expiration dates for the five largest tenants (based on net rentable area leased) at each retail, office and industrial Mortgaged Property. Even if none of the top five tenants at a particular Mortgaged Property have leases that expire before, or shortly after, the maturity of the related Mortgage Loan, there may still be a significant percentage of leases at a particular Mortgaged Property that expire in a single calendar year, a rolling 12-month period or prior to, or shortly after, the maturity of a Mortgage Loan. Furthermore, some of the Mortgaged Properties have significant leases or a significant concentration of leases that expire before, or shortly after, the maturity of the related Mortgage Loan. Identified below are certain lease expirations or concentrations of lease expirations with respect to the Mortgaged Properties:

In certain cases, the lease of a single tenant, major tenant or anchor tenant at a multi-tenanted Mortgaged Property expires prior to the maturity date of the related Mortgage Loan.

· For example, with respect to the Mortgage Loan secured, in whole or in part, by the Mortgaged Property identified in the table below, such Mortgaged Property is occupied by a single tenant under a lease which expires prior to, or in the same month of, the maturity of the related Mortgage Loan.

Mortgaged Property Name	% of the Initial Pool Balance by Allocated Loan Amount	Lease Expiration Date	Maturity Date
GSA Portfolio - Mobile	0.5%	July 2018	November 2025
CVS Homosassa	0.4%	November 2023	November 2025
GSA Portfolio - Nashville	0.2%	July 2019	November 2025
GSA Portfolio - Memphis – Midtown	0.2%	May 2020	November 2025
GSA Portfolio - Atlanta	0.2%	September 2016	November 2025
GSA Portfolio - Elizabethtown	0.1%	January 2023	November 2025
GSA Portfolio - Greenville	0.1%	February 2023	November 2025
GSA Portfolio - Birmingham	0.1%	April 2019	November 2025
GSA Portfolio - Little Rock	0.1%	May 2017	November 2025
GSA Portfolio - Huntsville	0.1%	December 2017	November 2025
GSA Portfolio - Columbus	0.1%	August 2023	November 2025
GSA Portfolio - Memphis - North	0.1%	April 2020	November 2025
GSA Portfolio - Frankfort	0.1%	August 2017	November 2025
GSA Portfolio - Henderson	0.1%	November 2024	November 2025
GSA Portfolio - Gadsden	0.1%	November 2017	November 2025
GSA Portfolio - Bessemer	0.1%	July 2017	November 2025
GSA Portfolio - Richmond	0.1%	January 2022	November 2025
GSA Portfolio - Tullahoma	0.1%	September 2023	November 2025
GSA Portfolio - Fairhope	0.1%	June 2017	November 2025
GSA Portfolio - Lawrenceburg	0.1%	June 2022	November 2025
GSA Portfolio - Moss Point	0.04%	February 2022	November 2025

151

· With respect to the Mortgaged Properties shown in the following table, one or more leases representing 50% or greater of the net rentable square footage of the related Mortgaged Property (excluding Mortgaged Properties leased to a single tenant and set forth in the bullet above) expire in a single calendar year prior to, or the same year as, the maturity of the related Mortgage Loan. There may be other Mortgaged Properties as to which leases representing at least 50% or greater of the net rentable square footage of the related Mortgaged Property expire over several calendar years prior to maturity of the related Mortgage Loan.

Mortgaged Property Name	% of the Initial Pool Balance by Allocated Loan Amount	% of Leases Expiring	Calendar Year of Expiration	Maturity Date
South Plains Mall	8.5%	52.4%	2017	November 2025
Deerfield Crossing	3.9%	50.8%	2021	September 2025
Latham Crossing & Crossroads Plaza	1.9%	53.4%	2019	October 2025
Firewheel Plaza Shopping Center	1.8%	50.8%	2018	November 2025
Country Creek Commons	1.6%	55.8%	2019	October 2025
Walkers Village Shopping Center	0.9%	54.4%	2020	October 2025
GSA Portfolio - Savannah	0.4%	50.0%	2016, 2018	November 2025
GSA Portfolio - Covington	0.3%	50.8%	2020	November 2025
Wagon Trail Industrial	0.2%	71.8%	2018	October 2025
GSA Portfolio - Tallahassee	0.1%	50.0%	2020	November 2025
GSA Portfolio - Paducah	0.1%	50.0%	2018	November 2025

· In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material portion (but less than 50%) of the net rentable square footage of the related Mortgaged Property that expire in a single calendar year prior to, or shortly after, the maturity of the related Mortgage Loan.

Terminations. Certain Mortgage Loans have material lease early termination options. Leases often give tenants the right to terminate the related lease, abate or reduce the related rent, and/or exercise certain remedies against the related borrower for various reasons or upon various conditions, including (i) if the borrower for the applicable Mortgaged Property allows uses at the Mortgaged Property in violation of use restrictions in current tenant leases, (ii) if the borrower or any of its affiliates owns other properties within a certain radius of the Mortgaged Property and allows uses at those properties in violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces, (iv) if there is construction at the related Mortgaged Property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility of, access to or a tenant’s use of the Mortgaged Property or otherwise violate the terms of a tenant’s lease, (v) upon casualty or condemnation with respect to all or a portion of the Mortgaged Property that renders such Mortgaged Property unsuitable for a tenant’s use or if the borrower fails to rebuild such Mortgaged Property within a certain time, (vi) if a tenant’s use is not permitted by zoning or applicable law, (vii) if the tenant is unable to exercise an expansion right, (viii) if the landlord defaults on its obligations under the lease, (ix) if a landlord leases space at the mortgaged property or within a certain radius of the mortgaged property to a competitor, (x) if the tenant fails to meet certain sales targets or other business objectives for a specified period of time, (xi) if certain anchor or significant tenants at the subject property go dark or terminate their leases, (xii) if the landlord violates the tenant’s exclusive use rights for a specified period of time, or (xiii) based upon contingencies other than those set forth in this “—Lease Terminations and Expirations” section. In certain cases, compliance or satisfaction of landlord covenants may be the responsibility of a third party affiliated with the borrower or, in the event that partial releases of the applicable Mortgaged Property are permitted, an unaffiliated or affiliated third party. We cannot assure you that all or any of the borrowers will comply with their lease covenants or such third parties will act in a manner required to avoid any termination and/or abatement rights of the related tenant.

152

Identified below are certain termination rights or situations in which the tenant may no longer occupy its leased space rights or pay full rent.

Certain of the tenant leases permit the related tenant to unilaterally terminate its lease or otherwise reduce its leased space upon providing notice of such termination within a specified period prior to the termination date. For example, among the 5 largest tenants by net rentable square footage at the Mortgaged Properties securing the largest 10 Mortgage Loans by aggregate Cut-off Date Balance, or those Mortgaged Properties with a tenant that leases at least 20% of the net rentable square footage at the related Mortgaged Property (in each case excluding government tenants, which are described further below):

· With respect to the Mortgage Loan identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the Initial Pool Balance, the largest tenant, IBM, representing approximately 11.7% of the net rentable square footage of the Mortgaged Property, has the option at any time after July 1, 2022 to surrender any entire floor of its premises, except for the 3rd floor.

· With respect to the Mortgage Loan identified on Annex A to this free writing prospectus as Element LA, representing approximately 8.5% of the Initial Pool Balance, the sole tenant, Riot Games, has a termination right effective March 31, 2025 with 12 months’ notice.

· With respect to the Mortgage Loan identified on Annex A to this free writing prospectus as Deerfield Crossing, representing approximately 3.9% of the Initial Pool Balance, the fourth largest tenant, Cisco Systems, representing approximately 4.1% of the aggregate net rentable square footage of the Mortgaged Property, is permitted to surrender up to 25% of their continuous marketable space through their contraction option after the 38^th month (September 30, 2018) with six months’ notice.

· With respect to the Mortgage Loan secured in part by the Mortgaged Property identified on Annex A to this free writing prospectus as Covington, representing approximately 0.3% of the Initial Pool Balance by allocated loan amount, the second largest tenant, Newton Medical, representing approximately 18.4% of the aggregate net rentable square footage of the Mortgaged Property, has a termination right with 60 days’ notice after August 1, 2016, for 4,088 square feet and a separate termination right with 60 days’ notice after May 1, 2017 for the remaining 1,900 square feet.

Certain of the tenant leases may permit the related tenant to terminate its lease and/or abate or reduce rent if the tenant fails to meet certain sales targets or other business objectives for a specified period of time. We cannot assure you that all or any of these tenants will meet the sales targets or business objectives required to avoid any termination and/or abatement rights.

Certain of the Mortgaged Properties may have tenants that sublet a portion of their space or have provided notice of their intent to sublet out a portion of their space in the future. For example, among the 5 largest tenants (based on net rentable area) at the 20 largest Mortgage Loans or in cases where 10% or more of the aggregate net rentable area at a Mortgaged Property is sublet:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the Initial Pool Balance, the second largest tenant, Crowell & Moring, representing approximately 9.7% of the net rentable area of the Mortgaged Property, subleases a portion of its space.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as South Plains Mall, representing approximately 8.5% of the Initial Pool Balance, the largest tenant, JCPenney, representing approximately 22.2% of the net rentable area of the Mortgaged Property, has subleased part of its space to a third party, Firestone Tire, through the lease expiration date.

153

Certain of the tenant leases for the Mortgaged Properties may permit affected tenants to terminate their leases and/or abate or reduce rent if another tenant at the Mortgaged Property or a tenant at an adjacent or nearby property terminates its lease or goes dark, or if a specified percentage of the Mortgaged Property is unoccupied. For example, taking into account the 5 largest tenants by net rentable square footage at those Mortgaged Properties securing the largest 20 Mortgage Loans by aggregate Cut-off Date Balance:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance, two of the five largest tenants, Carson’s and Barnes & Noble, collectively representing approximately 14.8% of the net rentable square footage of the Mortgaged Property, may pay reduced rent or terminate their respective leases if a specified percentage of the Mortgaged Property is unoccupied or certain tenants go dark.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Pine Creek Shopping Center, representing approximately 3.2% of the Initial Pool Balance, three of the five largest tenants, JCPenney, Petco and Dollar Tree, collectively representing approximately 27.3% of the net rentable square footage of the Mortgaged Property, may pay reduced rent or terminate its lease if a specified percentage of the Mortgaged Property is unoccupied or certain tenants go dark.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Bernal Plaza, securing approximately 2.9% of the Initial Pool Balance, the largest tenant, Ross Dress For Less, Inc. (“Ross”) has a co-tenancy clause in its lease whereby if either the shadow anchor tenant Lucky Supermarket or the third largest tenant Staples fail to occupy their respective spaces, Ross may terminate its lease at any time with 30 days’ notice and landlord must pay unamortized leasehold improvements ($250,000 cap).

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as East Viking Plaza, representing approximately 2.1% of the Initial Pool Balance, four of the five largest tenants, collectively representing approximately 32.5% of the net rentable square footage of the Mortgaged Property, may pay reduced rent or terminate its lease if a specified percentage of the Mortgaged Property is unoccupied or certain tenants go dark.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Firewheel Plaza Shopping Center, representing approximately 1.8% of the Initial Pool Balance, the third largest tenant, Party City, representing approximately 11.6% of the net rentable square footage of the Mortgaged Property, may pay reduced rent or terminate its lease if a specified percentage of the Mortgaged Property is unoccupied or certain tenants go dark.

Certain of the tenant leases may permit a tenant to go dark at any time. For example, taking into account the 5 largest tenants by net rentable square footage at those Mortgaged Properties securing the largest 20 Mortgage Loans by aggregate Cut-off Date Balance or in cases where any Mortgaged Property is leased to a single tenant who has the option to go dark:

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as GSA Portfolio, representing approximately 3.3% of the Initial Pool Balance, all but one tenant at the Mortgaged Properties, collectively representing approximately 90.2% of the aggregate net rentable square footage of the GSA Portfolio Mortgaged Properties, may go dark and pay reduced rent at any time.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Firewheel Plaza Shopping Center, representing approximately 1.8% of the Initial Pool Balance, three of the top five tenants, Best Buy, Petco and Half Price

154

Books, collectively representing approximately 56.9% of the aggregate net rentable square footage of the Mortgaged Property, may go dark at any time. The landlord may terminate each respective lease upon providing notice of such termination within a specified period after the tenant has gone dark.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as CVS Homosassa, representing approximately 0.4% of the Initial Pool Balance, the lease with the single tenant CVS Health Corporation allows such tenant to go dark. However, if the tenant notifies the lender of its intent to go dark, a cash flow sweep is triggered under the loan agreement.

Certain Mortgaged Properties may have tenants or sub-tenants that are charitable institutions that generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses. For example:

· With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Fort Howard Square, representing approximately 0.9% the Initial Pool Balance, Goodwill Industries is the third largest tenant.

Certain of the Mortgaged Properties may be leased in whole or in part by government sponsored tenants. Government sponsored tenants frequently have the right to cancel their leases at any time or after a specific time (in some cases after the delivery of notice) or for lack of appropriations. For example, with respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as GSA Portfolio, representing approximately 3.3% of the Initial Pool Balance, 25 of the 26 tenants at the related Mortgaged Properties, representing approximately 90.2% of the aggregate net rentable square footage have government leases that they are permitted to terminate with 45, 60 or 90 days’ notice.

Certain other tenants may have the right to terminate the related lease or abate or reduce the related rent if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.

Certain of the tenant leases may permit the related tenant to terminate its lease based upon contingencies other than those set forth above in this “—Terminations” section.

See “Structural and Collateral Term Sheet” on Annex B to this free writing prospectus for more information on material termination options relating to the largest 15 Mortgage Loans.

Other. Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten Net Operating Income and/or Occupancy may not be in physical occupancy, may not have begun paying rent or may be in negotiation. For example, with respect to single tenant properties or tenants that are one of the top 5 tenants by net rentable square footage at a Mortgaged Property or tenants individually or in the aggregate representing more than 25% of the net rentable area at the Mortgaged Property, certain of such tenants have not taken possession or commenced paying rent as set forth below:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the Initial Pool Balance, the third largest tenant, Aspen Insurance, representing approximately 7.0% of the net rentable area of the Mortgaged Property, is anticipated to vacate 5,507 SF and is anticipated to take occupancy of 72,327 SF (7.0% of the net rentable area) in March 2016. Moreover, the fifth largest tenant, Bonhams, representing approximately 4.0% of the net rentable area of the Mortgaged Property, is anticipated to take occupancy of 4,568 SF of storage space on December 1, 2015. We cannot assure you that either tenant will take occupancy or begin paying rent as expected or at all.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Riverwalk Shopping Center, representing approximately 0.8% of

155

the Initial Pool Balance, the third largest tenant, Steak N’ Shake, representing approximately 14.1% of the net rentable area of the Mortgaged Property, is currently dark but paying rent plus reimbursements pursuant to the terms of its lease. The initial term of the lease expires on August 31, 2027.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Shops at Eagle Point, representing approximately 0.7% of the Initial Pool Balance, the third largest tenant, Kelly Moore Paints, representing approximately 8.0% of the net rentable area of the Mortgaged Property, has executed its lease and is anticipated to take occupancy on December 1, 2015, and begin paying rent on March 1, 2016. We cannot assure you that the tenant will take occupancy or begin paying rent as expected or at all.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Berryland Shopping Center, securing approximately 0.6% of the Initial Pool Balance, the largest tenant, Rouse’s Enterprises, LLC is not currently in occupancy while tenant is renovating the property. Tenant is anticipated to commence paying rent on the earlier of April 15, 2016 or the date in which it opens for business. At origination, lender escrowed $473,233 (annual rent is $330,121) which will be released when Rouses is in occupancy and paying full rent.

We cannot assure you that any of the tenants described above will execute leases, commence paying rent or take occupancy at the related Mortgaged Property.

In addition, in some cases, tenants at a Mortgaged Property may have signed a letter of intent but not executed a lease with respect to the related space. We cannot assure you that any such proposed tenant will sign a lease or take occupancy at the related Mortgaged Property.

In addition, the underwritten occupancy, Underwritten Net Cash Flow and Underwritten Net Operating Income of the Mortgaged Properties may reflect tenants, and rents from tenants, whose lease terms or renewal leases are under negotiation but not yet signed.

In these cases we cannot assure you that these tenants will take occupancy, begin paying rent or execute these leases. If these tenants do not take occupancy of the leased space, begin paying rent or execute these leases, it could result in a higher vacancy rate and re-leasing costs that may adversely affect cash flow on the related Mortgage Loan.

In addition, anchor tenants at, and shadow anchor tenants with respect to, certain Mortgaged Properties may close or otherwise become vacant. We cannot assure you that any such anchor tenants would be replaced in a timely manner or without incurring material additional costs to the related borrower and resulting in adverse economic effects.

See “Structural and Collateral Term Sheet” on Annex B to this free writing prospectus for more information on other tenant matters relating to the largest 15 Mortgage Loans.

Purchase Options and Rights of First Refusal

Below are certain purchase options and rights of first refusal to purchase all or a portion of the Mortgaged Property with respect to certain of the Mortgaged Properties.

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, JD Holdings, L.L.C. has (i) a right of first refusal to purchase the Mortgaged Properties if there is a proposed transfer of such Mortgaged Properties and (ii) a right to purchase the Mortgaged Properties upon the redemption (or other disposition) of the preferred interest of the John Q. Hammons Revocable Trust in the Hotel Limited Partnership, which redemption is subject to litigation described above under “—Litigation and Other Considerations” in this free writing prospectus. In addition, Marriott International, Inc., the franchisor, has a right of first refusal to purchase the Mortgaged Property identified as Renaissance Glendale, AZ if there is a proposed transfer of such Mortgaged Property to a competitor.

156

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as GSA Portfolio, representing approximately 3.3% of the Initial Pool Balance, the St. Joe Company has a right of first refusal and repurchase option related to the Mortgaged Property located in Tallahassee, FL. The City of Frankfort has a right of first refusal to purchase the Mortgaged Property located in Frankfort, KY. The Mortgage Loan is recourse to the related Mortgagor and the related guarantors up to the allocated loan amounts for these Mortgaged Properties if the lender accelerates the indebtedness as a result of an event of default. Such recourse liability is removed if the rights of first refusal become subject to a subordination agreement in favor of the Mortgagee or if the related Mortgaged Properties are released pursuant to the Mortgage Loan documents.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Pine Creek Shopping Center, representing approximately 3.2% of the Initial Pool Balance, the tenant doing business as Carl’s Jr. has a right of first refusal in connection with a sale of its leased premises. The right is only exercisable in connection with a sale of the leased premises separate and apart from the remainder of the Mortgaged Property.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as TownePlace Suites Redding, representing approximately 1.3% of the Initial Pool Balance, the franchisor Marriott International, Inc. has a right of first refusal to purchase the Mortgaged Property upon a proposed sale to a competitor franchisor.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Riverwalk Shopping Center, representing approximately 0.8% of the Initial Pool Balance, the tenant doing business as Steak ‘N Shake has a right of first refusal in connection with a sale of its leased premises. The right is only exercisable in connection with a sale of the leased premises separate and apart from the remainder of the Mortgaged Property.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Fiesta Plaza, representing approximately 0.5% of the Initial Pool Balance, Subway, the 7^th largest tenant at the Mortgaged Property, has a right of first refusal to purchase the Mortgaged Property offered by a third party purchaser. Subway will have 30 days after receipt of notice of the offer to sell to execute a sale contract. If the landlord fails to notify Subway of the offer to purchase, the landlord will be liable for liquidated damages in the amount of 15% of the purchase price.

Affiliated Leases

Certain of the Mortgaged Properties are leased in whole or in part by borrowers or borrower affiliates. Set forth below are examples of Mortgaged Properties or portfolios of Mortgaged Properties at which at least 5.0% of (i) the gross income at the Mortgaged Property or portfolio of Mortgaged Properties relates to leases between the borrower and an affiliate of the borrower or (ii) the net rentable area at the Mortgaged Property or portfolio of Mortgaged Properties is leased to an affiliate of the borrower:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as City Plaza I, II & III, representing approximately 1.0% of the Initial Pool Balance, the borrower sponsor owns the largest tenant, Ruth’s Chris Steakhouse, representing approximately 10.6% of the net rentable area of the Mortgaged Property. The borrower sponsor also owns four other Ruth’s Chris Steakhouses, which ranks the ownership group in the top three for number of restaurants operated by a Ruth’s Chris franchisor.

Other Mortgaged Properties may have tenants that are affiliated with the related borrower but those tenants do not represent more than 5.0% of the gross income or net rentable area of the related Mortgaged Property.

157

Insurance Considerations

In the case of 55 Mortgaged Properties which secure in whole or in part 26 Mortgage Loans, representing approximately 86.9% of the Initial Pool Balance, by allocated loan amount, the related borrowers maintain insurance under blanket policies.

Certain of the Mortgaged Properties may be insured by, or subject to self insurance on the part of, a sole or significant tenant or the property manager.

· With respect to the Mortgaged Properties identified on Annex A to this free writing prospectus as Shaw’s Littleton, NH and CVS Homosassa, collectively representing approximately 1.3% of the Initial Pool Balance, the borrower is permitted to rely on the property coverage obtained by certain tenants with respect to portions of its insurance requirements relating to the Mortgaged Property.

Further, with respect to Mortgaged Properties that are part of condominium regimes, the insurance may be maintained by the condominium association rather than the related borrower. Many Mortgage Loans contain limitations on the obligation to obtain terrorism insurance. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in this free writing prospectus.

See “Risk Factors—Risks Associated with Blanket Insurance Policies or Self-Insurance” in this free writing prospectus.

Use Restrictions

Certain of the Mortgaged Properties are subject to restrictions that restrict the use of the Mortgaged Properties to their current use. In addition, certain uses may be legal non-conforming uses that may be restricted after certain events, such as casualties, at the Mortgaged Properties. Other Mortgaged Properties may be subject to other restrictions relating to their current use.

· With respect to the Mortgage Loan secured by the Mortgage Property identified on Annex A to this free writing prospectus as Bernal Plaza, securing approximately 2.9% of the Initial Pool Balance, due to contamination related to a former semiconductor manufacturer on-site, the Mortgaged Property was listed on the NPL in January 1989. A restrictive covenant was recorded prohibiting several activities, including installation of wells, groundwater extraction, or the use of the Mortgaged Property as a residence, day care center, elder care center, hospital, public or private school for persons under the age of 21, or for the raising of food. Testing in 2014 found that while contamination levels of 1,1-DCE, AE-1 and AE-2 are currently controlled, a remedy addressing 1,4-dioxane levels needs to be implemented and a new restrictive covenant needs to be completed.

See “Risk Factors—Risks Related to Zoning Non-Compliance and Use Restrictions” in this free writing prospectus.

Appraised Value

In certain cases, appraisals may reflect “as stabilized,” “as complete,” “as-is” and other similar values. However, the Appraised Value reflected in this free writing prospectus with respect to each Mortgaged Property reflects only the “as-is” value, which may contain certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies, other than as follows:

· With respect to the loan-to-value ratios at maturity of 9 Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified on Annex A to this free writing prospectus as identified in the definition of “Maturity Date LTV Ratio”, the related LTV Ratio at Maturity, reflected in this free writing prospectus, is calculated using an “as stabilized” appraised value.

158

· Appraised Values are further calculated based on certain other assumptions and considerations set forth in the definition of “Appraised Value” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this free writing prospectus, including, without limitation: with respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, the Appraised Value represents the aggregate “as-is” appraised value of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at three Mortgaged Properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs.

Appraised Values are further calculated based on certain other assumptions and considerations set forth in the definition of “Appraised Value” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this free writing prospectus.

See “Risk Factors—Appraisals May Not Reflect Current or Future Market Value of Each Property” in this free writing prospectus.

Non-recourse Carveout Limitations

While the Mortgage Loans generally contain non-recourse carveouts for liabilities such as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters, certain of the Mortgage Loans may not contain such carveouts or contain limitations to such carveouts. For example:

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the Initial Pool Balance, the Mortgage Loan will be recourse to the borrowing entity only; there will be no recourse to the borrower sponsor.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as South Plains Mall, representing approximately 8.5% of the Initial Pool Balance, to the extent that an environmental insurance policy acceptable to the lender covers the Mortgaged Property, the lender is required to use commercially reasonable efforts to collect under such policy prior to making a claim for environmental matters under the recourse carveout guaranty.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance, recourse for a transfer of the Mortgaged Property in violation of the Mortgage Loan documents is limited to actual damages.

With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Deerfield Crossing and Lake Forest Place, collectively representing approximately 6.2% of the Initial Pool Balance, the lender has agreed to waive the environmental indemnity and instead required a lender environmental collateral protection and liability insurance policy from Steadfast Insurance Company, a member of Zurich American Insurance Company with coverage of $2,000,000 per claim and in the aggregate, a self-insured retention of $25,000 per claim with a term of 10 years with a 3-year extension option.

In addition, certain Mortgage Loans have additional limitations to the non-recourse carveouts. See Annex E-2 to this free writing prospectus for additional information.

We cannot assure you that the net worth or liquidity of any non-recourse guarantor under any of the Mortgage Loans will be sufficient to satisfy any claims against that guarantor under its non-recourse guaranty. In most cases, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially less, than the outstanding principal amount of that Mortgage Loan. In addition, there may be impediments and/or difficulties in enforcing some or all of the non-recourse carveout liability obligations of individual guarantors depending on the domicile or citizenship of any such guarantor.

159

See “Risk Factors—Mortgage Loans Are Non-recourse and Are Not Insured or Guaranteed” in this free writing prospectus.

We cannot assure you that the net worth or liquidity of any non-recourse guarantor under any of the Mortgage Loans will be sufficient to satisfy any claims against that guarantor under its non-recourse guaranty. In most cases, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially less, than the outstanding principal amount of that Mortgage Loan. In addition, there may be impediments and/or difficulties in enforcing some or all of the non-recourse carveout liability obligations of individual guarantors depending on the domicile or citizenship of any such guarantor.

The non-recourse carveout provisions contained in certain of the Mortgage Loan documents may also limit the liability of the non-recourse carveout guarantor for certain monetary obligations or covenants related to the use and operation of the Mortgaged Property to the extent that there is sufficient cash flow generated by the Mortgaged Property and made available to the related borrower and/or non-recourse carveout guarantor to take or prevent such required action.

Real Estate and Other Tax Considerations

Below are descriptions of real estate tax matters relating to certain Mortgaged Properties. Certain risks relating to real estate taxes regarding the Mortgaged Properties or the borrowers are described in “Risk Factors—Increases in Real Estate Taxes May Reduce Available Funds” in this free writing prospectus.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Deerfield Crossing, representing approximately 3.9% of the Initial Pool Balance, as incentive for the borrower sponsor to develop the Mortgaged Property, the borrower sponsor entered into a 30-year tax incentive agreement in December 1996 with the Mason City School District and the Township of Deerfield, Ohio, pursuant to which up to 100% of the improvements thereafter constructed at the Mortgaged Property will be exempt from taxation by the school district during the term of the agreement. During such period, the school district will be reimbursed by the Township of Deerfield for property taxes that would have been paid by the borrower.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Riverwalk Shopping Center, representing approximately 0.8% of the Initial Pool Balance, the borrower receives $55,000 in revenue from a Tax Allocation District (“TAD”) bond issued by Floyd County in December 2005 with a final maturity date of December 1, 2024. The underwritten net cash flow for the Mortgaged Property reflects the net present value of the TAD bond at a 6% discount resulting in only $40,480 being underwritten as revenue. In the event of a sale or transfer of the Mortgaged Property, a subsequent owner of the Mortgaged Property may acquire the rights associated with the TAD bond upon the consent of the Floyd County.

160

Certain Terms of the Mortgage Loans

Due Dates; Mortgage Loan Rates; Calculations of Interest

Subject in some cases to a next business day convention, all of the Mortgage Loans have due dates upon which interest and/or principal payments are due under the related Mortgage Note (each such date, a “Due Date”) that occur as described in the following table with the indicated grace period:

Due Date	Default Grace Period Days			Number of Mortgage Loans		% of Initial Pool Balance
6		0			36		72.0	%
1		5	(1)		1		12.2
6		3	(2)		1		8.5
6		3	(3)		1		7.3
Total					39		100.0	%

(1) One Mortgage Loan allows a grace period of the later to occur of two business days following receipt of written notice or 5 days.

(2) One Mortgage Loan allows for a 3 day grace period once per trailing 12-month period.

(3) One Mortgage Loan allows for a 3 day grace period one time during the term of the loan, other than the payment due on the maturity date.

As used in this free writing prospectus, “grace period” is the number of days before a payment default is an event of default under the terms of each Mortgage Loan. See Annex A to this free writing prospectus for information on the number of days before late payment charges are due under the Mortgage Loans. The information on Annex A to this free writing prospectus regarding the number of days before a late payment charge is due is based on the express terms of the Mortgage Loans. Some jurisdictions may impose a statutorily longer period.

All of the Mortgage Loans are secured by first liens on fee simple and/or leasehold interests in the related Mortgaged Properties, subject to the permitted exceptions reflected in the related title insurance policy. All of the Mortgage Loans bear fixed interest rates.

All of the Mortgage Loans accrue interest on the basis of the actual number of days in a month, assuming a 360-day year (“Actual/360 Basis”).

Nine (9) of the Mortgage Loans, representing approximately 38.4% of the Initial Pool Balance, provide for monthly payments of interest only until the related stated maturity date (the “Interest Only Mortgage Loans”). The remaining 30 Mortgage Loans, representing approximately 61.6% of the Initial Pool Balance, provide for monthly payments of principal based on amortization schedules significantly longer than the remaining terms of such Mortgage Loans (together with the Interest Only Mortgage Loans, the “Balloon Mortgage Loans”). Fourteen (14) of these Balloon Mortgage Loans, representing approximately 33.1% of the Initial Pool Balance, provide for monthly payments of interest only for a period of 12 months to 60 months following the related origination date. The Balloon Mortgage Loans will have balloon payments due at their stated maturity dates unless prepaid prior thereto.

Single Purpose Entity Covenants

The terms of certain of the Mortgage Loans require that the borrowers be single-purpose entities and, in most cases, such borrowers’ organizational documents or the terms of the Mortgage Loans limit their activities to the ownership of only the related Mortgaged Property or Mortgaged Properties and limit the borrowers’ ability to incur additional indebtedness. Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related Mortgaged Property and Mortgage Loan. Such borrower may also have previously owned property other than the related Mortgaged Property or may be a so-called “recycled” single-purpose entity that previously had other business activities and liabilities. However, in many cases such borrowers are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “special purpose entities”.

161

The organizational documents of a borrower or the direct or indirect managing partner or member of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced with certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent director(s) (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Although the independent directors, managers or trustees generally owe no fiduciary duties to entities other than the borrower itself, such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower. Consequently, the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower. In any event, we cannot assure you that a borrower will not file for bankruptcy protection or that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or that if initiated, a bankruptcy case of the borrower could be dismissed.

In all cases, the terms of the borrowers’ organizational documents or the terms of the Mortgage Loans limit the borrowers’ activities to the ownership of only the related Mortgaged Properties and related activities, and limit the borrowers’ ability to incur additional indebtedness, other than certain trade debt, equipment financing and other unsecured debt relating to property operations, and other than subordinated or unsecured debt permitted under the Mortgage Loan documents. See “—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” above in this free writing prospectus. Such provisions are designed to mitigate the possibility that the borrowers’ financial condition would be adversely impacted by factors unrelated to the related Mortgaged Properties and Mortgage Loans. However, we cannot assure you that such borrowers have in the past complied, and will comply, with such requirements, and in some cases unsecured debt exists and/or is allowed in the future. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

Prepayment Protections and Certain Involuntary Prepayments

All of the Mortgage Loans have a degree of voluntary prepayment protection in the form of defeasance or prepayment lockout provisions and/or yield maintenance provisions. Voluntary prepayments, if permitted, generally require the payment of a yield maintenance charge or a prepayment premium unless the Mortgage Loan (or Whole Loan, if applicable) is prepaid within a specified period (ranging from approximately 3 to 7 payments) up to and including the stated maturity date. See Annex A to this free writing prospectus for more information on the prepayment protections attributable to the Mortgage Loans on a loan-by-loan basis.

Additionally, certain Mortgage Loans may provide that in the event of the exercise of a purchase option by a tenant or the sale of real property or the release of a portion of the Mortgaged Property, that the related Mortgage Loans may be prepaid in part prior to the expiration of a prepayment/defeasance lockout provision. See “—Partial Releases” below.

Generally, no yield maintenance charge will be required for prepayments in connection with a casualty or condemnation, unless, in the case of most of the Mortgage Loans, an event of default has occurred and is continuing. We cannot assure you that the obligation to pay any yield maintenance charge or prepayment premium will be enforceable. See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus. In addition, certain of the Mortgage Loans permit the related borrower, after a total or partial casualty or partial condemnation, to prepay the remaining principal balance of the Mortgage Loan (after application of the related insurance proceeds or condemnation award to pay the principal balance of the Mortgage Loan), which may not be accompanied by any prepayment consideration.

162

Certain of the Mortgage Loans are secured in part by letters of credit and/or cash reserves that in each such case:

· will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

· if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.

See Annex A to this free writing prospectus and “Structural and Collateral Term Sheet” on Annex B to this free writing prospectus for more information on reserves relating to the largest 15 Mortgage Loans.

“Due-On-Sale” and “Due-On-Encumbrance” Provisions

The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses, which in each case permits the holder of the Mortgage Loan to accelerate the maturity of the related Mortgage Loan if the related borrower sells or otherwise transfers or encumbers (subject to certain exceptions set forth in the Mortgage Loan documents) the related Mortgaged Property or a controlling interest in the borrower without the consent of the mortgagee (which, in some cases, may not be unreasonably withheld). Many of the Mortgage Loans place certain restrictions (subject to certain exceptions set forth in the Mortgage Loan documents) on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers, transfers at death, transfers of interest in a public company, the transfer or pledge of less than a controlling portion of the partnership, members’ or other equity interests in a borrower, the transfer or pledge of passive equity interests in a borrower (such as limited partnership interests and non-managing member interests in a limited liability company) and transfers to persons satisfying qualification criteria set forth in the related loan documents. Certain of the Mortgage Loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer. Generally, the Mortgage Loans do not prohibit transfers of non-controlling interests so long as no change of control results or, with respect to Mortgage Loans to tenant-in-common borrowers, transfers to new tenant-in-common borrowers. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

Additionally, certain of the Mortgage Loans provide that transfers of the Mortgaged Property are permitted if certain conditions are satisfied, which may include one or more of the following:

· no event of default has occurred;

· the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;

· a Rating Agency Confirmation has been obtained from each of the Rating Agencies;

· the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and

· the assumption fee has been received (which assumption fee will be paid as described under “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this free writing prospectus, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.

163

Transfers resulting from the foreclosure of a pledge of the collateral for a mezzanine loan (if any) will also result in a permitted transfer. See “—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” above.

The Pooling and Servicing Agreement will provide that the Master Servicer (with respect to non-Specially Serviced Loans and with the Special Servicer’s consent) and the Special Servicer (with respect to Specially Serviced Loans) will be required to determine, in a manner consistent with the Servicing Standard, whether to exercise any right the mortgagee may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer of interests in the borrower or the Mortgaged Property or further encumbrances of the related Mortgaged Property, subject to any approval rights of the Controlling Class Representative or, in the case of the Element LA Whole Loan, the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) and any consultation rights of any related Serviced Companion Loan Holder or its representative, as applicable, to any waiver of any such clause. See “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions—Due-on-Sale Provisions” in the prospectus. The Depositor makes no representation as to the enforceability of any due on sale or due on encumbrance provision in any Mortgage Loan.

Notwithstanding the foregoing, without any other approval, the Master Servicer (for non-Specially Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant a borrower’s request for consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose and may consent to subordination of the related Mortgage Loan to such easement, right of way or similar agreement.

Defeasance; Collateral Substitution

The terms of 33 of the Mortgage Loans (the “Defeasance Loans”), representing approximately 66.8% of the Initial Pool Balance, permit the applicable borrower at any time (provided no event of default exists) after a specified period (the “Defeasance Lock-Out Period”) to obtain a release of a Mortgaged Property from the lien of the related Mortgage (a “Defeasance Option”) in connection with a defeasance. Certain of these Mortgage Loans may permit prepayments and partial releases as described under “—Voluntary Prepayments” and “—Partial Releases” below. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period ends at least two years after the Closing Date (or, in the case of the Whole Loans (except the 590 Madison Avenue Whole Loan), the earlier of (a) the second anniversary of the securitization of the last note included in such Whole Loan and (b) three years from the origination date of the respective Whole Loan).

For example, with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Westin Boston Waterfront, representing approximately 8.5% of the Initial Pool Balance, provided no event of default under the related Whole Loan is then continuing, at any time after the Defeasance Lock-Out Period, the borrower is permitted to defease the Mortgage Loan only to the extent necessary to cause the debt yield (as calculated under the related loan documents) for the related trailing twelve-month period (ending on the last day of any fiscal quarter) to be greater than 7.0%, subject to the satisfaction of certain conditions set forth in the related loan documents, including among others: (i) delivery of Rating Agency Confirmation with respect to such defeasance and (ii) delivery of a REMIC opinion. Notwithstanding the foregoing, no release of the Mortgaged Property is permitted in connection with a partial defeasance of the Mortgage Loan.

Exercise of a Defeasance Option is also generally conditioned on, among other things, (a) the borrower providing the mortgagee with at least 30 days prior written notice of the date on which such defeasance will occur (such date, the “Release Date”), and (b) the borrower (A) paying on any Release Date (i) all accrued and unpaid interest on the principal balance of the Mortgage Loan (or Whole Loan, if applicable) up to and including the Release Date, (ii) all other sums (excluding scheduled interest or principal payments due following the Release Date), due under the Mortgage Loan (or Whole Loan, if applicable) and under all other loan documents executed in connection with the Defeasance Option, (iii) an amount (the “Defeasance Deposit”) that will be sufficient to (x) purchase non-callable obligations

164

of, or backed by the full faith and credit of, the United States of America or, in certain cases, other “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 and otherwise satisfying REMIC requirements for defeasance collateral), that provide payments (1) on or prior to, but as close as possible to, all successive scheduled due dates occurring during the period from the Release Date to the related maturity date (or to the first day of the open period for such Mortgage Loan) (or Serviced Whole Loan, if applicable) and (2) in amounts equal to the scheduled payments due on such due dates under the Mortgage Loan (or Serviced Whole Loan, if applicable), or under the defeased portion of the Mortgage Loan (or Serviced Whole Loan, if applicable) in the case of a partial defeasance, including in the case of a Balloon Mortgage Loan, the balloon payment, and (y) pay any costs and expenses incurred in connection with the purchase of such government securities, and (B) delivering a security agreement granting the Issuing Entity a first priority lien on the Defeasance Deposit and, in certain cases, the government securities purchased with the Defeasance Deposit and an opinion of counsel to such effect.

Pursuant to the terms of the Pooling and Servicing Agreement, the Master Servicer will be responsible for purchasing (or causing the purchase of) the government securities on behalf of the borrower at the borrower’s expense to the extent consistent with the related loan documents. Pursuant to the terms of the Pooling and Servicing Agreement, any amount in excess of the amount necessary to purchase such government securities will be returned to the borrower or other designated party, but in any event will not be assets of the Issuing Entity. Pursuant to the terms of the Pooling and Servicing Agreement, the Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), notwithstanding any more restrictive requirements in the related Mortgage Loan documents; provided that the Master Servicer has received an opinion of counsel that acceptance of such defeasance collateral will not endanger the status of either Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Issuing Entity (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code). Simultaneously with such actions, the related Mortgaged Property (or applicable portion of the Mortgaged Property, in the case of partial defeasance) will be released from the lien of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the pledged government securities (together with any Mortgaged Property not released, in the case of a partial defeasance) will be substituted as the collateral securing the Mortgage Loan (or Serviced Whole Loan, if applicable).

For additional information on Mortgage Loans that permit partial defeasance, see “—Partial Releases” below.

In general, if consistent with the related loan documents, a successor borrower established, designated or approved by the Master Servicer will assume the obligations of the related borrower exercising a Defeasance Option and the borrower will be relieved of its obligations under the Mortgage Loan. If a Mortgage Loan (or Serviced Whole Loan, if applicable) is partially defeased, if consistent with the related loan documents, generally the related promissory note will be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

Voluntary Prepayments

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue representing approximately 12.2% of the Initial Pool Balance, the Mortgage Loan documents permit the related borrower to either (i) prepay the Mortgage Loan in whole with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% of the prepaid amount if such prepayment occurs prior to the open prepayment period or (ii) after a lockout period of the earlier to occur of (a) the second anniversary of the securitization of the last note included in such Whole Loan and (b) three years from the origination date of such Whole Loan, and prior to the open prepayment period, substitute U.S. government securities as collateral and obtain a release of the related Mortgaged Property.

165

Five (5) of the Mortgage Loans, representing approximately 21.1% of the Initial Pool Balance, permit the related borrower, after a lockout period of 3 to 25 payments following the origination date, to prepay the Mortgage Loan with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% of the prepaid amount if such prepayment occurs prior to the related open prepayment period.

The Mortgage Loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date, as follows:

Prepayment Open Periods

Open Periods (Payments)	Number of Mortgage Loans	% of Initial Pool Balance
3	7	6.0	%
4	27	77.7
5	3	3.7
7	2	12.6
Total	39	100.0	%

See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.

Partial Releases

The Mortgage Loans described below permit the release of one or more of the Mortgaged Properties or a portion of a single Mortgaged Property in connection with a partial defeasance, a partial prepayment, a partial substitution, or for no consideration in the case of parcels that are vacant, non-income producing or were not taken into account in the underwriting of the Mortgage Loan, subject to the satisfaction of certain specified conditions.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as South Plains Mall, representing approximately 8.5% of the Initial Pool Balance, provided no event of default under the related Mortgage Loan is then continuing, at any time following the Closing Date, the borrower may obtain a partial release of a vacant, unimproved parcel from the lien of the Mortgage Loan documents, subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents, including among others: (i) the payment of a $15,000 processing fee and (ii) delivery of a REMIC opinion.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance, the Mortgage Loan documents permit the borrower to obtain the release of certain vacant, non-income producing parcels from the lien of the Mortgage Loan documents in connection with the conveyance of such parcels to one or more third parties, without the payment of a release price, subject to the satisfaction of certain conditions, including among others: (i) no event of default continuing under the Mortgage Loan, (ii) a determination that certain REMIC requirements will be met, (iii) delivery of an endorsement to the title policy relating to the Mortgaged Property, to the extent that the release would reasonably be expected to adversely affect the lender’s rights under such title insurance policy, (iv) delivery of evidence that the release will not have a material adverse effect on the ability of the borrower to perform, or the lender to enforce, any material provision of any loan document, the enforceability of any material provision of any loan document, or the value, net operating income, use or possession of the Mortgaged Property and (v) delivery of Rating Agency Confirmation.

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately

166

5.5% of the Initial Pool Balance, provided no monetary event of default under the related Whole Loan is then continuing, at any time prior to the first due date following the earlier to occur of (a) the third anniversary of the origination date of the Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Whole Loan is deposited, the borrowers may obtain the release of one or more of the related Mortgaged Properties from the lien of the Mortgage Loan documents in connection with a bona fide third-party sale of such Mortgaged Property or Mortgaged Properties, subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents, including among others: (i) prepayment in an amount equal to 115% of the allocated loan amount for each Mortgaged Property being released and a prepayment fee equal to the greater of (a) a yield maintenance charge calculated based on the excess, if any, of the present values of the remaining scheduled principal and interest payments, over the outstanding principal balance of the Hammons Hotel Portfolio Whole Loan, and (b) 1% of the principal amount being prepaid; (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the Mortgage Loan documents) for the remaining Mortgaged Properties for the 12-month period preceding the end of the most recent fiscal quarter is no less than the greater of (a) 1.86x and (b) the debt service coverage ratio immediately prior to the release; (iii) delivery of Rating Agency Confirmation with respect to such partial release; and (iv) the satisfaction of certain REMIC requirements. See “—Litigation and Other Considerations” above for more information.

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance, provided no monetary event of default under the related Whole Loan is then continuing, at any time on or after the first due date following the earlier to occur of (a) the third anniversary of the origination date of the Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Whole Loan is deposited, the borrowers may obtain the release of one or more of the Mortgaged Properties from the lien of the Mortgage Loan documents, subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents, including among others: (i) delivery of defeasance collateral in an amount equal to the lesser of (A) 115% of the allocated loan amount for each Mortgaged Property being released and (B) the outstanding principal balance of the Whole Loan, (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the Mortgage Loan documents) for the remaining Mortgaged Properties for the 12-month period preceding the end of the most recent fiscal quarter is no less than the greater of (a) 1.86x and (b) the debt service coverage ratio immediately prior to the release; (iii) delivery of Rating Agency Confirmation with respect to such defeasance; and (iv) the satisfaction of certain REMIC requirements. In addition, at any time on or after the first due date following the earlier of (a) the third anniversary of the origination date of the Hammons Hotel Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Hammons Hotel Portfolio Whole Loan is deposited, in connection with a partial defeasance of the Hammons Hotel Portfolio Whole Loan, the borrower is permitted to prepay the outstanding principal balance of the Hammons Hotel Portfolio Whole Loan only to the extent necessary to cause the debt service coverage ratio (as calculated under the related Mortgage Loan documents) for the related trailing 12-month period (ending on the last day of any fiscal quarter) to be no less than the greater of (a) 1.86x and (b) the debt service coverage ratio immediately prior to the release and which prepayment is required to include the applicable yield maintenance premium (as described under the related Mortgage Loan documents).

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Deerfield Crossing, representing approximately 3.9% of the Initial Pool Balance, provided no monetary event of default under the related Mortgage Loan is then continuing, at any time following the Closing Date, the borrower may obtain a partial release of a vacant, unimproved parcel (the “Excess Parcel”) from the lien of the Mortgage Loan documents in connection with a bona fide third-party sale of such Mortgaged Property and without the payment of any prepayment fee or penalty or any other amount subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents, including among others: (i) such Excess

167

Parcel will constitute one or more tax lots separate and distinct from the tax lot or lots of the remainder of the Mortgaged Property; (ii) the borrower is required to enter into a “no poaching” agreement between the borrower and the transferee of the Excess Parcel with respect to tenants under leases at the Mortgaged Property, to which the lender will be a third party beneficiary and which agreement must be in form and substance reasonably satisfactory to the lender and (iii) delivery of a REMIC opinion.

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as GSA Portfolio, representing approximately 3.3% of the Initial Pool Balance, provided no monetary event of default under the Mortgage Loan is then continuing and prior to the expiration of the lock-out period, the borrower may obtain the release of the Mortgaged Property located in Tallahassee, Florida from the lien of the Mortgage Loan documents upon the exercise of the repurchase right contained in the Tallahassee Mortgaged Property right of first refusal agreement (the “Tallahassee ROFR”), subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents, including among others: (1) the sale of such Mortgaged Property is only as a result of the exercise of the repurchase right contained in the Tallahassee ROFR following a breach or default by the borrower thereunder; (2) the related borrower is required to prepay to the lender an amount equal to the greater of (i) 125% of its allocated loan amount or (ii) the net sales proceeds from the sale of such Mortgaged Property (the “Release Price”) for the Mortgaged Property in question, a prepayment fee equal to the yield maintenance premium and any other amounts required under the Mortgage Loan documents; (3) delivery of Rating Agency Confirmation and (4) the satisfaction of certain REMIC requirements.

· With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as GSA Portfolio, representing approximately 3.3% of the Initial Pool Balance, on any date after the expiration of the lock-out period, provided no event of default under the Mortgage Loan is then continuing, the borrower may obtain the release of more or more Mortgaged Properties from the lien of the Mortgage Loan documents by defeasing either the entire Mortgage Loan, or a portion of the Mortgage Loan equal to the lesser of (i) the sum of the Release Prices of the Mortgaged Properties so released and (ii) the portion of the debt that has not been defeased as of the date of such release, provided that after giving effect thereto, unless the Mortgage Loan is defeased in full, debt service coverage ratio for the 12-month period ending on the last day of a fiscal quarter then most recently ended, recalculated to include only income and expense attributable to the Mortgaged Properties remaining after the contemplated release and to exclude the interest expense on the aggregate amount defeased, is required to be no less than the greater of (i) 1.684 or the debt service coverage ratio immediately prior to such release. Moreover, such defeasance is subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents, including among others: (i) delivery of Rating Agency Confirmation and (ii) the satisfaction of certain REMIC requirements.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Walkers Village Shopping Center, representing approximately 0.9% of the Initial Pool Balance, the borrower may obtain the release of certain vacant, non-income producing parcels from the lien of the Mortgage Loan documents in connection with the conveyance of such parcels to one or more third parties, without the payment of a release price and to substitute such parcels, subject to the satisfaction of certain conditions, including among others: (i) no event of default continuing under the Mortgage Loan; (ii) delivery of an engineering report; (iii) delivery of a REMIC opinion; (iv) delivery of Rating Agency Confirmation and (v) the satisfaction of certain REMIC requirements.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Riverwalk Shopping Center, representing approximately 0.8% of the Initial Pool Balance, the borrower may obtain the release of certain ground leased parcel on which the premises of the tenant Steak N’ Shake are located (the “Steak N’ Shake Parcel”) from the lien of the Mortgage Loan documents in connection with the conveyance of the Steak N’ Shake Parcel to one or more third parties subject to the satisfaction of certain conditions,

168

including among others: (i) no event of default continuing under the Mortgage Loan; (ii) delivery of a REMIC opinion and (iii) the satisfaction of certain REMIC requirements.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Conyers Crossing, representing approximately 0.7% of the Initial Pool Balance, the Mortgage Loan permits release of a 0.8 acre parcel of land from the lien of the security instrument, provided that (i) the loan-to-value ratio of the remaining Mortgaged Property is greater than 125% and (ii) all REMIC requirements are met.

Substitutions

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance, the Mortgage Loan documents permit the borrower to substitute certain vacant, non-income producing parcels from the lien of the Mortgage Loan documents, subject to the satisfaction of certain conditions, including among others: (i) no event of default continuing under the Mortgage Loan, (ii) simultaneously with the substitution, the borrower acquires fee simple or leasehold interest to a parcel of real property readily accessible from the Mortgaged Property that will become an integral part of the Mortgaged Property and is reasonably equivalent in use, value and condition to the substitute parcel, (iii) delivery of an environmental report, (iv) if the acquired parcel is improvement upon, delivery of an engineering report, (v) a determination that certain REMIC requirements will be met, (vi) delivery of an endorsement to the title policy relating to the Mortgaged Property, to the extent that the release would reasonably be expected to adversely affect the lender’s rights under such title insurance policy, (vii) delivery of evidence that the release will not have a material adverse effect on the ability of the borrower to perform, or the lender to enforce, any material provision of any loan document, the enforceability of any material provision of any loan document, or the value, net operating income, use or possession of the Mortgaged Property and (viii) delivery of Rating Agency Confirmation.

Addition of Real Property to the Mortgaged Property

In addition to the substitution of collateral discussed under “—Defeasance; Collateral Substitution” and “—Partial Releases” and “—Substitutions” above, the following Mortgage Loan provides for the addition of real property to the Mortgaged Property:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance, the Mortgage Loan documents permit the borrower to acquire certain parcels of land to be added to the Mortgaged Property, subject to the satisfaction of certain conditions, including among others: (i) no event of default continuing under the Mortgage Loan, (ii) delivery of a REMIC opinion, (iii) delivery of either a title policy or an endorsement to the existing title policy relating to the acquired parcel, (iv) delivery of an officer’s certificate stating that the expansion will not have a material adverse effect on the ability of the borrower to perform, or lender to enforce, any material provision of any loan document, the enforceability of any material provision of any loan document, or the value, net operating income, use or possession of the Mortgaged Square Property, (v) delivery of an environmental report, (vi) if the parcel is improved upon, an engineering report and (vii) delivery of Rating Agency Confirmation.

Escrows

Twenty-nine (29) the Mortgage Loans, representing approximately 52.3% of the Initial Pool Balance, provide for monthly or upfront escrows to cover property taxes on the Mortgaged Properties.

Twenty-two (22) of the Mortgage Loans, representing approximately 30.1% of the Initial Pool Balance, provide for monthly or upfront escrows to cover insurance premiums on the Mortgaged Properties.

169

Thirty-three (33) of the Mortgage Loans, representing approximately 65.0% of the Initial Pool Balance, provide for monthly or upfront escrows to cover ongoing replacements and capital repairs.

Twenty-one (21) of the Mortgage Loans, representing approximately 59.2% of that portion of the Initial Pool Balance secured by retail, office and industrial properties, provide for upfront or monthly escrows for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re-leasing costs, including tenant improvements and leasing commissions or other lease termination or occupancy issues. Such escrows are typically considered for retail, office and industrial properties only.

Certain of the reserves described above permit the related borrower to post a letter of credit in lieu of maintaining cash reserves. Such reserves may be subject to a cap.

Many of the Mortgage Loans provide for other escrows and reserves, including, in certain cases, reserves for debt service, operating expenses, vacancies at the related Mortgaged Property and other shortfalls or reserves to be released under circumstances described in the related loan documents.

Additional Mortgage Loan Information

Each of the tables presented in Annex B to this free writing prospectus sets forth selected characteristics of the pool of Mortgage Loans as of the Cut-off Date, if applicable. For a detailed presentation of certain additional characteristics of the Mortgage Loans and the Mortgaged Properties on an individual basis, see Annex A to this free writing prospectus. For a brief summary of the 10 largest Mortgage Loans in the pool of Mortgage Loans, see “Structural and Collateral Term Sheet” in Annex B to this free writing prospectus.

The Whole Loans

General

Eight (8) of the Mortgage Loans, representing approximately 56.3%, in the aggregate, of the Initial Pool Balance, are each part of a split loan structure where each such Mortgage Loan is represented by a note that has one or more companion notes that are pari passu or subordinate in right of payment to the related Mortgage Loan. Each companion loan will be held outside the Issuing Entity and is referred to in this free writing prospectus as a “Companion Loan” and, together with the related Mortgage Loan, a “Whole Loan”, and each holder of a Companion Loan is referred to as a “Companion Loan Holder”.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the Initial Pool Balance (the “590 Madison Avenue Mortgage Loan”), the related Mortgaged Property also secures (i) two (2) other loans that are pari passu in right of payment with the 590 Madison Avenue Mortgage Loan (individually, a $169,366,000 note referred to as the “590 Madison Avenue Note A-1 Companion Loan” and a $100,000,000 note referred to as the “590 Madison Avenue Note A-3 Companion Loan”, and collectively, the “590 Madison Avenue Pari Passu Companion Loans”) and (ii) one subordinate companion loan that is generally subordinate in right of payment to the 590 Madison Avenue Mortgage Loan (the “590 Madison Avenue Subordinate Companion Loan”, and together with the 590 Madison Avenue Pari Passu Companion Loans, the “590 Madison Avenue Companion Loans”, and together with the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Pari Passu Companion Loans, the “590 Madison Avenue Whole Loan”). The 590 Madison Avenue Pari Passu Companion Loans have an aggregate principal balance as of the Cut-off Date of approximately $269,366,000. The 590 Madison Avenue Subordinate Companion Loan has an aggregate principal balance as of the Cut-off Date of approximately $280,634,000. Only the 590 Madison Avenue Mortgage Loan is included in the Issuing Entity. The 590 Madison Avenue Companion Loans are not assets of the Issuing Entity. Each Companion Loan Holder with respect to a 590 Madison Avenue Companion Loan is sometimes referred to in this free writing prospectus as a “590 Madison Avenue Companion Loan Holder”, or, as applicable, a “590 Madison Avenue Pari Passu Companion Loan Holder” or a “590 Madison Avenue Subordinate Companion Loan Holder”. The 590 Madison Avenue Note A-1 Companion Loan and the 590 Madison Avenue Subordinate Companion Loan are expected to be included in the securitization governed by the

170

GSMS 2015-590M TSA, and the 590 Madison Avenue Whole Loan is expected to be serviced pursuant to the GSMS 2015-590M TSA. The 590 Madison Avenue Note A-3 Companion Loan is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization trusts.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as South Plains Mall, representing approximately 8.5% of the Initial Pool Balance (the “South Plains Mall Mortgage Loan”), the related Mortgaged Property also secures two (2) other loans that are pari passu in right of payment with the South Plains Mall Mortgage Loan (each, a “South Plains Mall Companion Loan” and, together with the South Plains Mall Mortgage Loan, the “South Plains Mall Whole Loan”). The South Plains Mall Companion Loans have an aggregate principal balance as of the Cut-off Date of approximately $130,000,000. Only the South Plains Mall Mortgage Loan is included in the Issuing Entity. The South Plains Mall Companion Loans are not assets of the Issuing Entity. The Companion Loan Holders with respect to the South Plains Mall Companion Loans are sometimes referred to in this free writing prospectus as the “South Plains Mall Companion Loan Holders”. The South Plains Mall Whole Loan will be serviced pursuant to the Pooling and Servicing Agreement. The South Plains Mall Companion Loans are currently held by Goldman Sachs Mortgage Company and are expected to be contributed to one or more future securitization trusts.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Westin Boston Waterfront, representing approximately 8.5% of the Initial Pool Balance (the “Westin Boston Waterfront Mortgage Loan”), the related Mortgaged Property also secures two (2) other loans that are pari passu in right of payment with the Westin Boston Waterfront Mortgage Loan (each, a “ Westin Boston Waterfront Companion Loan” and, together with the Westin Boston Waterfront Mortgage Loan, the “ Westin Boston Waterfront Whole Loan”). The Westin Boston Waterfront Companion Loans have an aggregate principal balance as of the Cut-off Date of approximately $135,000,000. Only the Westin Boston Waterfront Mortgage Loan is included in the Issuing Entity. The Westin Boston Waterfront Companion Loans are not assets of the Issuing Entity. The Companion Loan Holders with respect to the Westin Boston Waterfront Companion Loans are sometimes referred to in this free writing prospectus as the “ Westin Boston Waterfront Companion Loan Holders”. The Westin Boston Waterfront Whole Loan will be serviced pursuant to the Pooling and Servicing Agreement. The Westin Boston Waterfront Companion Loans are currently held by Goldman Sachs Mortgage Company and are expected to be contributed to one or more future securitization trusts.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Element LA, representing approximately 8.5% of the Initial Pool Balance (the “Element LA Mortgage Loan”), the related Mortgaged Property also secures two (2) other loans that are pari passu in right of payment with the Element LA Mortgage Loan (individually, a $84,000,000 note referred to as the “Element LA Note A-1 Companion Loan” and a $14,000,000 note referred to as the “Element LA Note A-2-2 Companion Loan”, and collectively the “Element LA Companion Loans” and together with the Element LA Mortgage Loan, the “Element LA Whole Loan”). The Element LA Companion Loans have an aggregate principal balance as of the Cut-off Date of approximately $98,000,000. Only the Element LA Mortgage Loan is included in the Issuing Entity. The Element LA Companion Loans are not assets of the Issuing Entity. The Companion Loan Holders with respect to the Element LA Companion Loans are sometimes referred to in this free writing prospectus as the “Element LA Companion Loan Holders”. The Element LA Whole Loan will initially be serviced pursuant to the Pooling and Servicing Agreement. On and after the date in which the Element LA Note A-1 Companion Loan is securitized (the “Element LA Companion Loan Securitization Date”), the Element LA Whole Loan will be serviced pursuant to, and by the master servicer and special servicer designated in, the pooling and servicing agreement entered into in connection with such other securitization (the “Element LA Future PSA”, and the trust created by the Element LA Future PSA, the “Element LA Securitization Trust”). The Element LA Note A-2-2 Companion Loan is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization trusts.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Glenbrook Square, representing approximately 7.3% of the Initial Pool Balance

171

(the “Glenbrook Square Mortgage Loan”), the related Mortgaged Property also secures one (1) other loan that is pari passu in right of payment with the Glenbrook Square Mortgage Loan (the “Glenbrook Square Companion Loan” and, together with the Glenbrook Square Mortgage Loan, the “Glenbrook Square Whole Loan”). The Glenbrook Square Companion Loan has a principal balance as of the Cut-off Date of approximately $102,000,000. Only the Glenbrook Square Mortgage Loan is included in the Issuing Entity. The Glenbrook Square Companion Loan is not an asset of the Issuing Entity. The Companion Loan Holder with respect to the Glenbrook Square Companion Loan is sometimes referred to in this free writing prospectus as the “Glenbrook Square Companion Loan Holder”. The Glenbrook Square Whole Loan will be serviced pursuant to the Pooling and Servicing Agreement. The Glenbrook Square Companion Loan is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization trusts.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Hammons Hotel Portfolio, representing approximately 5.5% of the Initial Pool Balance (the “Hammons Hotel Portfolio Mortgage Loan”), the related Mortgaged Properties also secure three (3) other loans that are pari passu in right of payment with the Hammons Hotel Portfolio Mortgage Loan (individually, a $100,000,000 note referred to as the “Hammons Hotel Portfolio Note A-1 Companion Loan”, a $72,500,000 note referred to as the “Hammons Hotel Portfolio Note A-2 Companion Loan” and a $33,050,000 note referred to as the “Hammons Hotel Portfolio Note A-4 Companion Loan”, and collectively the “Hammons Hotel Portfolio Companion Loans” and, together with the Hammons Hotel Portfolio Mortgage Loan, the “Hammons Hotel Portfolio Whole Loan”). The Hammons Hotel Portfolio Companion Loans have an aggregate principal balance as of the Cut-off Date of approximately $205,079,002. Only the Hammons Hotel Portfolio Mortgage Loan is included in the Issuing Entity. The Hammons Hotel Portfolio Companion Loans are not assets of the Issuing Entity. Each Companion Loan Holder with respect to a Hammons Hotel Portfolio Companion Loan is sometimes referred to in this free writing prospectus as the “Hammons Hotel Portfolio Companion Loan Holder”. The Hammons Hotel Portfolio Note A-1 Companion Loan has been included in the securitization governed by the CGCMT 2015-GC33 PSA, and the Hammons Hotel Portfolio Whole Loan will be serviced pursuant to the CGCMT 2015-GC33 PSA. The Hammons Hotel Portfolio Note A-2 Companion Loan has been included in the GSMS 2015-GC34 securitization. The Hammons Hotel Portfolio Note A-4 Companion Loan is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization trusts.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as GSA Portfolio, representing approximately 3.3% of the Initial Pool Balance (the “GSA Portfolio Mortgage Loan”), the related Mortgaged Properties also one (1) other loan that is pari passu in right of payment with the GSA Portfolio Mortgage Loan (the “GSA Portfolio Companion Loan” and, together with the GSA Portfolio Mortgage Loan, the “GSA Portfolio Whole Loan”). The GSA Portfolio Companion Loan has a principal balance as of the Cut-off Date of approximately $27,384,375. Only the GSA Portfolio Mortgage Loan is included in the Issuing Entity. The GSA Portfolio Companion Loan is not an asset of the Issuing Entity. The Companion Loan Holder with respect to the GSA Portfolio Companion Loan is sometimes referred to in this free writing prospectus as the “ GSA Portfolio Companion Loan Holder”. The GSA Portfolio Whole Loan will be serviced pursuant to the Pooling and Servicing Agreement. The GSA Portfolio Companion Loan is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization trusts.

Each of the South Plains Mall Whole Loan, the Westin Boston Waterfront Whole Loan, the Glenbrook Square Whole Loan and the GSA Portfolio Whole Loan is referred to as a “GS1 Serviced Whole Loan”, each of the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Glenbrook Square Companion Loan and the GSA Portfolio Companion Loan are referred to as a “GS1 Serviced Companion Loan” and each holder of a GS1 Serviced Companion Loan is referred to as a “GS1 Serviced Companion Loan Holder”.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as DoubleTree Hotel Universal, representing approximately 2.4% of the Initial Pool Balance (the “DoubleTree Hotel Universal Mortgage Loan”), the related Mortgaged Property also

172

secures two (2) other loans that are pari passu in right of payment with the DoubleTree Hotel Universal Mortgage Loan (individually, a $18,500,000 note referred to as the “DoubleTree Hotel Universal Note A-1 Companion Loan” and a $13,000,000 note referred to as the “DoubleTree Hotel Universal Note A-3 Companion Loan”, and collectively, the “DoubleTree Hotel Universal Companion Loans” and, together with the DoubleTree Hotel Universal Mortgage Loan, the “DoubleTree Hotel Universal Whole Loan”). The DoubleTree Hotel Universal Companion Loans has an aggregate principal balance as of the Cut-off Date of approximately $31,465,734. Only the DoubleTree Hotel Universal Mortgage Loan is included in the Issuing Entity. The DoubleTree Hotel Universal Companion Loans are not assets of the Issuing Entity. The Companion Loan Holders with respect to the DoubleTree Hotel Universal Companion Loans are sometimes referred to in this free writing prospectus as the “DoubleTree Hotel Universal Companion Loan Holders”. The DoubleTree Hotel Universal Note A-1 Companion Loan has been included in the securitization governed by the GSMS 2015-GC34 PSA, and the DoubleTree Hotel Universal Whole Loan will be serviced pursuant to the GSMS 2015-GC34 PSA. The DoubleTree Hotel Universal Note A-3 Companion Loan is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization trusts.

The GSMS 2015-590M Master Servicer, the Element LA Future Master Servicer, the CGCMT 2015-GC33 Master Servicer and the GSMS 2015-GC34 Master Servicer are also each referred to as an “Other Master Servicer”. The GSMS 2015-590M Special Servicer, the Element LA Future Special Servicer, the CGCMT 2015-GC33 Special Servicer and the GSMS 2015-GC34 Special Servicer are also each referred to as an “Other Special Servicer”. The GSMS 2015-590M Trustee, the Element LA Future Trustee, the CGCMT 2015-GC33 Trustee and the GSMS 2015-GC34 Trustee are also each referred to as an “Other Trustee”. The GSMS 2015-590M Certificate Administrator, the Element LA Future Certificate Administrator, the CGCMT 2015-GC33 Certificate Administrator and the GSMS 2015-GC34 Certificate Administrator are also each referred to as an “Other Certificate Administrator”. The Element LA Future Operating Advisor, the CGCMT 2015-GC33 Operating Advisor and the GSMS 2015-GC34 Operating Advisor are also each referred to as an “Other Operating Advisor”.

Each of the 590 Madison Avenue Mortgage Loan, the Element LA Mortgage Loan (on or after the Element LA Companion Loan Securitization Date), the Hammons Hotel Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan is referred to as a “Non-Serviced Loan”. Each of the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans (prior to the Element LA Companion Loan Securitization Date), the Glenbrook Square Companion Loan and the GSA Portfolio Companion Loan is referred to as a “Serviced Companion Loan”. Each of the South Plains Mall Whole Loan, the Westin Boston Waterfront Whole Loan, the Element LA Whole Loan (prior to the Element LA Companion Loan Securitization Date), the Glenbrook Square Whole Loan and the GSA Portfolio Whole Loan is referred to as a “Serviced Whole Loan”, and the 590 Madison Avenue Whole Loan, the Element LA Whole Loan (on or after the Element LA Companion Loan Securitization Date), the Hammons Hotel Portfolio Whole Loan and the DoubleTree Hotel Universal Whole Loan are referred to as the “Non-Serviced Whole Loans”, and together with the Serviced Whole Loans are referred to as the “Whole Loans”. The 590 Madison Avenue Subordinate Companion Loan is referred to as a “Subordinate Companion Loan”. Each of the 590 Madison Avenue Companion Loans, the Element LA Companion Loans (on or after the Element LA Companion Loan Securitization Date), the Hammons Hotel Portfolio Companion Loans and the DoubleTree Hotel Universal Companion Loans is referred to as a “Non-Serviced Companion Loan”. Each holder of a Non-Serviced Companion Loan is referred to as a “Non-Serviced Companion Loan Holder”. Each holder of a Serviced Companion Loan is referred to as a “Serviced Companion Loan Holder”, and together with each Non-Serviced Companion Loan Holder as a “Companion Loan Holder”. The GSMS 2015-590M TSA, the Element LA Future PSA, the CGCMT 2015-GC33 PSA and the GSMS 2015-GC34 PSA are also each referred to in this free writing prospectus as an “Other PSA”.

With respect to each Whole Loan, the related Mortgage Loan and Companion Loan(s) are cross-collateralized and cross-defaulted.

In connection with each Whole Loan, the rights between the Issuing Entity, as holder of the related Mortgage Loan, and the related Companion Loan Holder(s) are generally governed by one or more co-

173

lender agreements (each, a “Co-Lender Agreement” and individually, the “590 Madison Avenue Co-Lender Agreement”, the “South Plains Mall Co-Lender Agreement”, the “Westin Boston Waterfront Co-Lender Agreement”, the “Glenbrook Square Co-Lender Agreement”, the “Element LA Co-Lender Agreement”, the “Hammons Hotel Portfolio Co-Lender Agreement”, the “DoubleTree Hotel Universal Co-Lender Agreement” and the “GSA Portfolio Co-Lender Agreement” respectively).

The table below provides certain information with respect to each Mortgage Loan that has one or more corresponding Companion Loans:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Number of Companion Loans	Pari Passu Companion Loan Cut-off Date Balance	Subordinate Companion Loan Cut-off Date Balance	Whole Loan Cut-off Date Balance	Whole Loan Interest Rate	Cut-off Date Whole Loan LTV	Cut-off Date Whole Loan Underwritten NCF DSCR
590 Madison Avenue(1)	$100,000,000	3	$269,366,000	$280,634,000	$650,000,000	3.81500%	43.3%	2.14x
South Plains Mall	$70,000,000	2	$130,000,000	$0	$200,000,000	4.22050%	54.3%	2.04x
Westin Boston Waterfront	$70,000,000	2	$135,000,000	$0	$205,000,000	4.35800%	59.4%	1.87x
Element LA	$70,000,000	2	$98,000,000	$0	$168,000,000	4.59300%	57.1%	1.78x
Glenbrook Square	$60,000,000	1	$102,000,000	$0	$162,000,000	4.27150%	58.1%	1.55x
Hammons Hotel Portfolio	$45,146,314	3	$205,079,002	$0	$250,225,315	4.95350%	68.1%	1.68x
GSA Portfolio	$27,384,375	1	$27,384,375	$0	$54,768,750	4.90600%	75.0%	1.35x
DoubleTree Hotel Universal	$19,478,787	2	$31,465,734	$0	$50,944,521	4.90000%	56.9%	2.11x

(1) As of the Cut-off Date, the 590 Madison Avenue Companion Loans are comprised of two pari passu Companion Loans with an aggregate outstanding principal balance as of the Cut-off Date of $269,366,000 and one Subordinate Companion Loan with an aggregate outstanding principal balance as of the Cut-off Date of $280,634,000. The Cut-off Date Whole Loan LTV and the Cut-off Date Whole Loan Underwritten NCF DSCR includes the related Subordinate Companion Loan.

The 590 Madison Avenue Whole Loan

Servicing

The 590 Madison Avenue Whole Loan and any related REO Property will be serviced and administered in accordance with GSMS 2015-590M TSA, which is separate from the Pooling and Servicing Agreement under which your Certificates are issued, by the GSMS 2015-590M Master Servicer and the GSMS 2015-590M Special Servicer, in the manner described under “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus, but subject to the terms of the related Co-Lender Agreement. In servicing the 590 Madison Avenue Whole Loan, the servicing standard set forth in the GSMS 2015-590M TSA will require the GSMS 2015-590M Master Servicer and the GSMS 2015-590M Special Servicer to take into account the interests of the Certificateholders and the holders of the 590 Madison Avenue Companion Loans as a collective whole.

Amounts payable to the Issuing Entity as holder of the 590 Madison Avenue Mortgage Loan pursuant to the related Co-Lender Agreement, net of certain fees and expenses on the 590 Madison Avenue Whole Loan, will be included in the available distribution amount for the related Distribution Date to the extent described in this free writing prospectus, and amounts payable to the holders of the 590 Madison Avenue Pari Passu Companion Loans and the 590 Madison Avenue Subordinate Companion Loan will be distributed to such holders net of certain fees and expenses on the 590 Madison Avenue Pari Passu Companion Loans and the 590 Madison Avenue Subordinate Companion Loan as set forth in the related Co-Lender Agreement and will not be available for distributions on the Offered Certificates.

Application of Payments

The related Co-Lender Agreement sets forth the respective rights of the holder of the 590 Madison Avenue Mortgage Loan, the holders of the 590 Madison Avenue Pari Passu Companion Loans and the holder of the 590 Madison Avenue Subordinate Companion Loan with respect to distributions of funds received in respect of the 590 Madison Avenue Whole Loan, and provides, in general, that:

· amounts received in respect of the 590 Madison Avenue Whole Loan, after payment of certain fees and expenses will be allocated first as interest on each of the A Notes and Note B, in that order, in each case up to the accrued and unpaid interest on the related note and then as

174

principal on each of the A Notes and Note B, in that order, in each case up to the outstanding principal balance of the related Note, as further described below provided, however, all P&I Advances will be reimbursed pro rata among the Notes without regard to the subordination of Note B:

o each monthly payment amount made on the 590 Madison Avenue Whole Loan will be applied, first, to the Issuing Entity as holder of the 590 Madison Avenue Mortgage Loan and the holders of the related 590 Madison Avenue Pari Passu Companion Loans, pro rata, based on outstanding and accrued interest of their respective notes (i.e., to the payment of interest due and payable on each of the A Notes, pro rata, based on outstanding and accrued interest); and then, to the holder of the 590 Madison Avenue Subordinate Companion Loan;

o all payments, proceeds and other recoveries on or in respect of the 590 Madison Avenue Whole Loan will be applied, first, to the Issuing Entity as the holder of the 590 Madison Avenue Mortgage Loan and the holder of each related 590 Madison Avenue Pari Passu Companion Loan, pro rata (i.e., first, to the reduction of the outstanding principal balance of each of the A Notes, pro rata and pari passu, until the outstanding principal balance of each such note is reduced to zero); and then, to the holder of the 590 Madison Avenue Subordinate Companion Loan in sequential order (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the GSMS 2015-590M Master Servicer, the GSMS 2015-590M Special Servicer, the GSMS 2015-590M Certificate Administrator, the GSMS 2015-590M Depositor and the GSMS 2015-590M Trustee), in accordance with the terms of the related Co-Lender Agreement and the GSMS 2015-590M TSA; and

· costs, fees, expenses, losses and shortfalls relating to the 590 Madison Avenue Whole Loan will, in general, be allocated, first, to the holder of the 590 Madison Avenue Subordinate Companion Loan and then, to the Issuing Entity as holder of the 590 Madison Avenue Mortgage Loan and the holders of each related 590 Madison Avenue Pari Passu Companion Loans, pro rata, in reverse sequential order, in accordance with the terms of the related Co-Lender Agreement and the GSMS 2015-590M TSA.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the 590 Madison Avenue Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, will be reimbursed on a pro rata and pari passu basis without regard to the subordination of Note B.

Consultation and Control

Pursuant to the related Co-Lender Agreement, the directing holder with respect to the 590 Madison Avenue Whole Loan, as of any date of determination, will be the issuing entity formed pursuant to the GSMS 2015-590M TSA (the “590 Madison Avenue Trust”) as holder of the 590 Madison Avenue Companion Loans under the GSMS 2015-590M TSA; provided that, prior to the occurrence and continuance of a control event under the GSMS 2015-590M TSA, the 590 Madison Avenue controlling class certificateholder (or the 590 Madison Avenue directing certificateholder on its behalf) (the “590 Madison Avenue Directing Certificateholder”) will be entitled to exercise the rights of the controlling noteholder with respect to the 590 Madison Avenue Whole Loan. The 590 Madison Avenue Directing Certificateholder will be entitled to exercise rights as described under “The Whole Loans—The 590 Madison Avenue Whole Loan—Servicing” with respect to the 590 Madison Avenue Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the 590 Madison Avenue Whole Loan will require the GSMS 2015-590M Special Servicer to consult with the 590 Madison Avenue Directing Certificateholder in a manner substantially similar to that described herein under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans”.

175

In addition, pursuant to the terms of the related Co-Lender Agreement, the holder of the 590 Madison Avenue Mortgage Loan (or its representative, which will be the Controlling Class Certificateholder or any other party assigned the rights to exercise the rights of the holder of the 590 Madison Avenue Mortgage Loan, as and to the extent provided in the Pooling and Servicing Agreement) will have the right to receive copies of all notices, information and reports that the GSMS 2015-590M Master Servicer or the GSMS 2015-590M Special Servicer, as applicable, is required to provide to the 590 Madison Avenue Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the 590 Madison Avenue Directing Certificateholder under the GSMS 2015-590M TSA).

Similarly, such rights as described in the paragraph above are held by the holder of the non-controlling note A-3 (or its representative).

Neither the GSMS 2015-590M Master Servicer nor the GSMS 2015-590M Special Servicer will be permitted to follow any advice or consultation provided by the 590 Madison Avenue Directing Certificateholder (or its representative) that would require or cause the GSMS 2015-590M Master Servicer or the GSMS 2015-590M Special Servicer, as applicable, to violate any applicable law, including the REMIC provisions of the Code, be inconsistent with the servicing standard under the GSMS 2015-590M TSA, require or cause the GSMS 2015-590M Master Servicer or the GSMS 2015-590M Special Servicer, as applicable, to violate provisions of the related Co-Lender Agreement or the GSMS 2015-590M TSA, require or cause the GSMS 2015-590M Master Servicer or the GSMS 2015-590M Special Servicer, as applicable, to violate the terms of the 590 Madison Avenue Whole Loan, or materially expand the scope of any of the GSMS 2015-590M Master Servicer’s or the GSMS 2015-590M Special Servicer’s, as applicable, responsibilities under the related Co-Lender Agreement. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Application of Penalty Charges

The related Co-Lender Agreement provides that items in the nature of Penalty Charges paid on the 590 Madison Avenue Whole Loan will first, be used to reduce, on a pro rata basis, the amounts payable on each of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion Loans by the amount necessary to reimburse the GSMS 2015-590M Master Servicer, the GSMS 2015-590M Trustee, the GSMS 2015-590M Special Servicer for any interest accrued on any property advances and reimbursement of any property advances in accordance with the terms of the GSMS 2015-590M TSA, second, be used to reduce the respective amounts payable on each of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion Loans by the amount necessary to pay the Master Servicer, the Trustee, the GSMS 2015-590M Master Servicer and the GSMS 2015-590M Trustee and the master servicer and the trustee for any securitization of any other 590 Madison Avenue Companion Loans, for any interest accrued on any P&I Advance (or analogous P&I advance made pursuant to the GSMS 2015-590M TSA or other pooling and servicing agreement governing the securitization of a 590 Madison Avenue Companion Loan) made with respect to such loan by such party (if and as specified in the Pooling and Servicing Agreement or the GSMS 2015-590M TSA or other pooling and servicing agreement governing the securitization of a 590 Madison Avenue Companion Loan, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion Loans by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, unpaid workout fees and liquidation fees, each as payable under the GSMS 2015-590M TSA) incurred with respect to the 590 Madison Avenue Whole Loan (as specified in the GSMS 2015-590M TSA) and, finally, in the case of the remaining amount of Penalty Charges allocable to the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion Loans, be paid to the GSMS 2015-590M Master Servicer and/or the GSMS 2015-590M Special Servicer as additional servicing compensation as provided in the GSMS 2015-590M TSA.

Sale of Defaulted 590 Madison Avenue Whole Loan

Pursuant to the terms of the related Co-Lender Agreement, if the 590 Madison Avenue Whole Loan becomes a defaulted mortgage loan, and if the 590 Madison Avenue Directing Certificateholder (or the

176

GSMS 2015-590M Special Servicer acting on its behalf) determines to sell the 590 Madison Avenue Pari Passu Companion Loan in accordance with the GSMS 2015-590M TSA, then the GSMS 2015-590M Special Servicer will be required to sell the 590 Madison Avenue Pari Passu Companion Loans and the 590 Madison Avenue Subordinate Companion Loan together with the 590 Madison Avenue Mortgage Loan as one whole loan. In connection with any such sale, the GSMS 2015-590M Special Servicer will be required to follow the procedures contained in the GSMS 2015-590M TSA. All offers must be in writing and be accompanied by a refundable deposit of cash in the amount of 5% of the offer amount (subject to a cap of $2,500,000).

Notwithstanding the foregoing, the GSMS 2015-590M Special Servicer will not be permitted to sell the 590 Madison Avenue Whole Loan if it becomes a defaulted mortgage loan under the GSMS 2015-590M TSA without the written consent of the Issuing Entity (or its representative), as holder of the 590 Madison Avenue Mortgage Loan, or the holders of the other 590 Madison Avenue Companion Loans unless the GSMS 2015-590M Special Servicer has delivered to each such holder (or its representative): (a) at least 15 business days’ prior written notice of any decision to attempt to sell the 590 Madison Avenue Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the GSMS 2015-590M Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the 590 Madison Avenue Whole Loan, and any documents in the servicing file reasonably requested by such holder (or its representative), that are material to the price of the 590 Madison Avenue Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the GSMS 2015-590M Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the GSMS 2015-590M Master Servicer or the GSMS 2015-590M Special Servicer in connection with the proposed sale; provided, that the Issuing Entity (or its representative) or the holders of the other 590 Madison Avenue Companion Loans may waive as to itself any of the delivery or timing requirements set forth in this sentence. The Issuing Entity (or its representative) or the holders of the other 590 Madison Avenue Companion Loans will be permitted to bid at any sale of the 590 Madison Avenue Whole Loan.

See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” and “ —Servicing of the Non-Serviced Loans” in this free writing prospectus.

Special Servicer Appointment Rights

Pursuant to the related Co-Lender Agreement and the GSMS 2015-590M TSA, the directing holder with respect to the 590 Madison Avenue Whole Loan (or its representative) with respect to the 590 Madison Avenue Whole Loan (which will be the 590 Madison Avenue Directing Certificateholder) will have the right, with or without cause, to replace the special servicer then acting with respect to the 590 Madison Avenue Whole Loan and appoint a replacement special servicer in lieu of such special servicer without the consent of the holder of the 590 Madison Avenue Mortgage Loan. The 590 Madison Avenue Directing Certificateholder (prior to a control event under the GSMS 2015-590M TSA), and the applicable certificateholders under the GSMS 2015-590M TSA with the requisite percentage of voting rights (after a control event under the GSMS 2015-590M TSA) will have the right, with or without cause, to replace the GSMS 2015-590M Special Servicer and appoint a replacement special servicer in lieu thereof in accordance with the GSMS 2015-590M TSA, as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

177

The South Plains Mall Whole Loan, The Westin Boston Waterfront Whole Loan, The Glenbrook Square Whole Loan and The GSA Portfolio Whole Loan

Servicing of the GS1 Serviced Whole Loans

Each GS1 Serviced Whole Loan and any related REO Property will be serviced and administered by the Master Servicer and, if necessary, the Special Servicer, pursuant to the Pooling and Servicing Agreement, in the manner described under “The Pooling and Servicing Agreement” in this free writing prospectus, but subject to the terms of the related Co-Lender Agreement. In servicing each GS1 Serviced Whole Loan, the Servicing Standard set forth in the Pooling and Servicing Agreement will require the Master Servicer and the Special Servicer to take into account the interests of both the Certificateholders and the related GS1 Serviced Companion Loan Holders as a collective whole.

Amounts payable to the Issuing Entity as holder of the Mortgage Loan that is part of each GS1 Serviced Whole Loan pursuant to the related Co-Lender Agreement will be included in the Available Funds for the related Distribution Date to the extent described in this free writing prospectus and amounts payable to the related GS1 Serviced Companion Loan Holders will be distributed to such holder net of certain fees and expenses on the related GS1 Serviced Companion Loan as set forth in the related Co-Lender Agreement.

Application of Payments

The Co-Lender Agreements with respect to each of the GS1 Serviced Whole Loans set forth the respective rights of the holder of the related Mortgage Loan and the holders of the related GS1 Serviced Companion Loans with respect to distributions of funds received in respect of such GS1 Serviced Whole Loan, and provides, in general, that:

· the related Mortgage Loan and the related GS1 Serviced Companion Loans are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

· all payments, proceeds and other recoveries on or in respect of the related GS1 Serviced Whole Loan or the related Mortgaged Property will be applied to the related Mortgage Loan and the related GS1 Serviced Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee) in accordance with the terms of such Co-Lender Agreement and the Pooling and Servicing Agreement; and

· expenses, losses and shortfalls relating to the related GS1 Serviced Whole Loan will be allocated, on a pro rata and pari passu basis, to the related Mortgage Loan and the related GS1 Serviced Companion Loans.

Notwithstanding the foregoing, if a P&I Advance is made with respect to any Mortgage Loan that is part of a GS1 Serviced Whole Loan, then that P&I Advance, together with interest thereon, may only be reimbursed out of future payments and collections on that Mortgage Loan or, as and to the extent described under “The Pooling and Servicing Agreement—Advances” in this free writing prospectus, on other Mortgage Loans, but not out of payments or other collections on the related GS1 Serviced Companion Loans.

Certain costs and expenses (such as a pro rata share of a Property Advance) allocable to a GS1 Serviced Companion Loans may be paid or reimbursed out of payments and other collections on the Mortgage Pool, subject to the Issuing Entity’s right to reimbursement from future payments and other collections on that GS1 Serviced Companion Loans or from general collections with respect to the securitization of that GS1 Serviced Companion Loans. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to Certificateholders.

178

Consultation and Control

Pursuant to the Co-Lender Agreements, the directing holder with respect to each GS1 Serviced Whole Loan, as of any date of determination, will be the Trustee on behalf of the Issuing Entity, as holder of the related Mortgage Loan; provided, that, unless a Control Termination Event exists or the related GS1 Serviced Whole Loan is an Excluded Loan, the Controlling Class Representative will be entitled to exercise the rights of the directing holder with respect to the GS1 Serviced Whole Loans. In its capacity as representative of the directing holder under each Co-Lender Agreement, the Controlling Class Representative will be entitled to exercise all of the rights of the Controlling Class Representative set forth under “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus with respect to the related GS1 Serviced Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to that GS1 Serviced Whole Loan will require the approval of the Controlling Class Representative as and to the extent described in this free writing prospectus under “The Pooling and Servicing Agreement—Controlling Class Representative” and “—Asset Status Reports” in this free writing prospectus. Pursuant to the terms of the Pooling and Servicing Agreement, the Controlling Class Representative will have the same consent and/or consultation rights with respect to the GS1 Serviced Whole Loans as it does, and for so long as it does, with respect to the other Mortgage Loans (exclusive of the Non-Serviced Loans and any Excluded Loan) included in the Issuing Entity.

In addition, pursuant to the terms of each Co-Lender Agreement, the related GS1 Serviced Companion Loan Holders (or their representatives which, at any time such GS1 Serviced Companion Loans are included in a securitization, may be the controlling class representative for that securitization or any other party assigned the rights to exercise the rights of the holders of such GS1 Serviced Companion Loans, as and to the extent provided in the related pooling and servicing agreement) will (i) have a right to receive copies of all notices, information and reports that the Master Servicer or the Special Servicer, as applicable, is required to provide to the Controlling Class Representative (within the same time frame such notices, information and reports are or would have been required to be provided to the Controlling Class Representative under the Pooling and Servicing Agreement without regard to the occurrence of a Control Termination Event or Consultation Termination Event) with respect to any Major Decisions to be taken with respect to such GS1 Serviced Whole Loan or the implementation of any recommended action outlined in an asset status report relating to such GS1 Serviced Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis with respect to any Major Decisions to be taken with respect to such GS1 Serviced Whole Loan or the implementation of any recommended action outlined in an asset status report relating to such GS1 Serviced Whole Loan. The consultation right of a GS1 Serviced Companion Loan Holder (or its representative) will expire 10 business days following the delivery of notice and information relating to the matter subject to consultation whether or not the GS1 Serviced Companion Loan Holders (or their representatives) have responded within such period; provided, that if the Master Servicer (or the Special Servicer, as applicable) proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day consultation period will be deemed to begin anew. Notwithstanding the GS1 Serviced Companion Loan Holders’ (or their representatives’) consultation rights described above, the Master Servicer or the Special Servicer, as applicable, is permitted to take any material action or any action set forth in the asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the GS1 Serviced Whole Loans. Neither the Master Servicer nor the Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the related GS1 Serviced Companion Loan Holders (or their representatives, including, if such GS1 Serviced Companion Loans have been contributed to a securitization, the related controlling class representative).

Neither the Master Servicer nor the Special Servicer may take or refrain from taking any action based on advice or consultation provided by the related GS1 Serviced Companion Loan Holders (or their representatives) that would cause the Master Servicer or the Special Servicer, as applicable, to violate applicable law, the terms of the related GS1 Serviced Whole Loan, the related Co-Lender Agreement, the Pooling and Servicing Agreement, including the Servicing Standard, or the REMIC provisions or that would (i) expose the Master Servicer, the Special Servicer, the Depositor, a mortgage loan seller, the

179

Issuing Entity, the Trustee, the Operating Advisor, the Certificate Administrator or their respective affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iii) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders or the Servicing Standard.

In addition to the consultation rights of a GS1 Serviced Companion Loan Holder (or its representative) described above, pursuant to the terms of each Co-Lender Agreement, the related GS1 Serviced Companion Loan Holder (or its representative) will have the right to attend (in-person or telephonic) annual meetings with the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, for the purpose of discussing servicing issues related to the related GS1 Serviced Whole Loan.

Application of Penalty Charges

Each Co-Lender Agreement provides that Penalty Charges paid on the related GS1 Serviced Whole Loan shall first, be used to reduce, on a pro rata basis, the amounts payable on each of the related Mortgage Loan and the related GS1 Serviced Companion Loans by the amount necessary to reimburse the Master Servicer or the Trustee for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Pooling and Servicing Agreement, second, be used to reduce the respective amounts payable on each of the related Mortgage Loan and the related GS1 Serviced Companion Loans by the amount necessary to pay the Master Servicer and the Trustee, and the master servicer and the trustee for the securitization of the related GS1 Serviced Companion Loans, for any interest accrued on any P&I Advance (or analogous P&I advance made pursuant to the document governing the securitization of the related GS1 Serviced Companion Loans) made with respect to such loan by such party (if and as specified in the Pooling and Servicing Agreement or the document governing the servicing of the related Companion Loan, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each of the related Mortgage Loan and the related GS1 Serviced Companion Loans by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the related Mortgage Loan (as specified in the Pooling and Servicing Agreement) and, finally, (i) in the case of the remaining amount of Penalty Charges allocable to the related Mortgage Loan, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Pooling and Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to the related GS1 Serviced Companion Loans, be paid, (x) prior to the securitization of the related GS1 Serviced Companion Loans, to the related GS1 Serviced Companion Loan Holders and (y) following the securitization of the related GS1 Serviced Companion Loans, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Pooling and Servicing Agreement.

Sale of a Defaulted GS1 Serviced Whole Loan

Pursuant to the terms of each Co-Lender Agreement, if the related GS1 Serviced Whole Loan becomes a Defaulted Mortgage Loan, and if the Special Servicer determines to sell the related Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with the Pooling and Servicing Agreement, then the Special Servicer will be required to sell the related GS1 Serviced Companion Loans together with such Mortgage Loan as one whole loan in accordance with the procedures set forth under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Notwithstanding the foregoing, the Special Servicer will not be permitted to sell a GS1 Serviced Whole Loan if it becomes a Defaulted Mortgage Loan without the written consent of the related GS1 Serviced Companion Loan Holders (provided that such consent is not required if such GS1 Serviced Companion Loan Holders are the borrowers or affiliates of the borrowers) unless the Special Servicer has delivered to such GS1 Serviced Companion Loan Holders (or their representatives): (a) at least 15 business days prior written notice of any decision to attempt to sell such GS1 Serviced Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material

180

amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for such GS1 Serviced Whole Loan, and any documents in the servicing file reasonably requested by such GS1 Serviced Companion Loan Holders that are material to the price of such GS1 Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that such GS1 Serviced Companion Loan Holders (or their representatives) may waive any of the delivery or timing requirements set forth in this sentence. The related GS1 Serviced Companion Loan Holders (or their representatives) will be permitted to submit an offer at any sale of a GS1 Serviced Whole Loan unless it is the borrower or an agent or affiliate of the borrower.

See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Special Servicer Appointment Rights

Pursuant to each Co-Lender Agreement and the Pooling and Servicing Agreement, the directing holder with respect to each GS1 Serviced Whole Loan (which, as of any date of determination, will be the Trustee as holder of the related Mortgage Loan, or its representative) will have the right, with or without cause, to replace the Special Servicer then acting with respect to such GS1 Serviced Whole Loan and appoint a replacement Special Servicer in lieu thereof without the consent of the related GS1 Serviced Companion Loan Holders. The Controlling Class Representative, as representative of the Controlling Class Certificateholder (prior to a Control Termination Event and unless a GS1 Serviced Whole Loan is an Excluded Loan), and the applicable Certificateholders with the requisite percentage of voting rights (after a Control Termination Event) will have the right, with or without cause, to replace the Special Servicer then acting with respect to each GS1 Serviced Whole Loan and appoint a replacement Special Servicer in lieu thereof, as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus.

The Element LA Whole Loan

Servicing

The Element LA Whole Loan and any related REO Property will be serviced and administered (i) prior to the Element LA Companion Loan Securitization Date, by the Master Servicer and, if necessary, the Special Servicer, pursuant to the Pooling and Servicing Agreement, in the manner described under “The Pooling and Servicing Agreement” in this free writing prospectus, but subject to the terms of the related Co-Lender Agreement and (ii) on and after the Element LA Companion Loan Securitization Date, by the master servicer and special servicer designated in the Element LA Future PSA (the “Element LA Future Master Servicer” and “Element LA Future Special Servicer”, respectively), in the manner described under “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans”, but subject to the related Co-Lender Agreement. The certificate administrator, trustee, operating advisor and depositor under the Element LA Future PSA are referred to herein as the “Element LA Future Certificate Administrator”, the “Element LA Future Trustee”, the “Element LA Future Operating Advisor” and the “Element LA Depositor”, respectively. No parties to the Element LA Future PSA have yet been identified.

The Servicing Standard set forth in the Pooling and Servicing Agreement will require the Master Servicer and the Special Servicer to take into account the interests of both the Certificateholders and the related Companion Loan Holders as a collective whole. The servicing standard set forth in the Element LA Future PSA will require the Element LA Future Master Servicer and the Element LA Future Special Servicer to take into account the interests of both the holders of certificates issued under the Element LA Future PSA (the “Element LA Certificateholders”), the Issuing Entity, as holder of the Element LA Mortgage Loan and the holder of the Element LA Note A-2-2 Companion Loan, as a collective whole.

181

Amounts payable to the Issuing Entity as holder of the Element LA Mortgage Loan pursuant to the related Co-Lender Agreement will be distributed net of certain fees and expenses on the Element LA Mortgage Loan as set forth in the related Co-Lender Agreement and will be included in the Available Funds for the related Distribution Date to the extent described in this free writing prospectus.

If any of the Element LA Mortgage Loan or the Element LA Companion Loans becomes specially serviced prior to the Element LA Companion Loan Securitization Date, the Special Servicer will be required to service and administer the Element LA Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or REO Property in this transaction and will be entitled to all rights and compensation earned with respect to such Whole Loan as set forth under the Pooling and Servicing Agreement. Prior to the Element LA Companion Loan Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. On and after the Element LA Companion Loan Securitization Date, the Element LA Whole Loan will no longer be serviced pursuant to the Pooling and Servicing Agreement but will be serviced by the applicable master servicer and special servicer pursuant to the Element LA Future PSA. If the Element LA Whole Loan is being specially serviced when the Element LA Companion Loan Securitization Date occurs, the Special Servicer will be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, as well as all surviving indemnity and other rights in respect of such special servicing role in accordance with the terms of the Pooling and Servicing Agreement.

Application of Payments

The related Co-Lender Agreement sets forth the respective rights of the holder of the Element LA Mortgage Loan and the holders of the Element LA Companion Loans with respect to distributions of funds received in respect of the Element LA Whole Loan, and provides, in general, that:

· the Element LA Mortgage Loan and the Element LA Companion Loans are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

· all payments, proceeds and other recoveries on or in respect of the Element LA Whole Loan or the related Mortgaged Property will be applied to the Element LA Mortgage Loan and the Element LA Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer, the applicable special servicer, the applicable operating advisor, the applicable certificate administrator and the applicable trustee) in accordance with the terms of the related Co-Lender Agreement and either the Pooling and Servicing Agreement or the Element LA Future PSA, as applicable; and

· expenses, losses and shortfalls relating to the Element LA Whole Loan will be allocated, on a pro rata and pari passu basis, to the Element LA Mortgage Loan and the Element LA Companion Loans.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the Element LA Mortgage Loan, then that P&I Advance, together with interest thereon, may only be reimbursed out of future payments and collections on the Element LA Mortgage Loan or, as and to the extent described under “The Pooling and Servicing Agreement—Advances” in this free writing prospectus, on other Mortgage Loans, but not out of payments or other collections on the Element LA Companion Loans.

Prior to the Element LA Companion Loan Securitization Date, the Master Servicer will be obligated to make any necessary Property Advances in respect of the Element LA Whole Loan, and certain costs and expenses (such as a pro rata share of a Property Advance) allocable to the Element LA Companion Loans may be paid or reimbursed out of payments and other collections on the Mortgage Pool, subject to the Issuing Entity’s right to reimbursement from future payments and other collections on the Element LA Companion Loans. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to the Certificateholders. After the Element LA Companion Loan Securitization Date, the Element LA Future Master Servicer will generally be obligated to make any necessary property advances in respect of the

182

Element LA Whole Loan, and certain costs and expenses (such as a pro rata share of a property advance) allocable to the Element LA Mortgage Loan may be paid or reimbursed out of payments and other collections on the Element LA Securitization Trust, subject to the Element LA Securitization Trust’s right to reimbursement from future payments and other collections on the Element LA Mortgage Loan or from general collections on the Mortgage Pool.

Consultation and Control

Pursuant to the related Co-Lender Agreement, the directing holder with respect to the Element LA Whole Loan (the “Element LA Whole Loan Directing Holder”), as of any date of determination, will be the holder of the Element LA Note A-1 Companion Loan, which prior to the Element LA Companion Loan Securitization Date is (and is expected to remain) CCRE Lending, and which after the securitization of such Element LA Companion Loan will be the Element LA Future Trustee; provided, that, it is expected that unless a control termination event exists under the Element LA Future PSA, the controlling class representative under the Element LA Future PSA (the “Element LA Controlling Class Representative”) will be entitled to exercise the rights of the Element LA Whole Loan Directing Holder. The Element LA Whole Loan Directing Holder will be entitled to exercise consent and/or consultation rights (which consent and/or consultation rights are generally similar to, but not necessarily identical to, the rights of the Controlling Class Representative set forth under “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus) with respect to the Element LA Whole Loan and the implementation of any recommended actions outlined in an asset status report with respect to the Element LA Whole Loan will require the approval of the Element LA Whole Loan Directing Holder. It is expected that, while the Element LA Controlling Class Representative is the Element LA Whole Loan Directing Holder, the Element LA Controlling Class Representative’s consent and/or consultation rights with respect to the Element LA Whole Loan will be the same as its rights with respect to the other mortgage loans included in the Element LA Securitization Trust.

In addition, pursuant to the terms of the related Co-Lender Agreement, the Issuing Entity, as holder of the Element LA Mortgage Loan (or its representative) will (i) have a right to receive copies of all notices, information and reports that the Master Servicer or the Special Servicer, as applicable (prior to the Element LA Companion Loan Securitization Date), or the Element LA Future Master Servicer or the Element LA Future Special Servicer, as applicable (on and after the Element LA Companion Loan Securitization Date), is required to provide to the Controlling Class Representative (prior to the Element LA Companion Loan Securitization Date) or the Element LA Controlling Class Representative (on and after the Element LA Companion Loan Securitization Date) (in each case, within the same time frame such notices, information and reports are or would have been required to be provided to the Controlling Class Representative under the Pooling and Servicing Agreement (prior to the Element LA Companion Loan Securitization Date) or the Element LA Controlling Class Representative under the Element LA Future PSA (on and after the Element LA Companion Loan Securitization Date) without regard to the occurrence thereunder of a control termination event or consultation termination event) with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the Element LA Whole Loan or the implementation of any recommended actions outlined in an asset status report relating to the Element LA Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the Element LA Whole Loan or the implementation of any recommended actions outlined in an asset status report relating to the Element LA Whole Loan. The consultation right of the Issuing Entity (or its representative) will expire 10 business days following the delivery of notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative (prior to the Element LA Companion Loan Securitization Date) and the Element LA Controlling Class Representative (following the Element LA Companion Loan Securitization Date), whether or not the Issuing Entity (or its representative) has responded within such period; provided, that if the Master Servicer or the Special Servicer, as applicable (prior to the Element LA Companion Loan Securitization Date), or the Element LA Future Master Servicer or the Element LA Future Special Servicer, as applicable (on and after the Element LA Companion Loan Securitization Date), proposes a new course of action that is materially different from the action previously proposed, the 10 business day consultation period will be deemed to begin anew. Notwithstanding the Issuing

183

Entity’s (or its representative’s) consultation rights described above, the Master Servicer or the Special Servicer, as applicable (prior to the Element LA Companion Loan Securitization Date), or the Element LA Future Master Servicer or the Element LA Future Special Servicer, as applicable (on and after the Element LA Companion Loan Securitization Date), is permitted to make any “major decision” (as defined in the related Co-Lender Agreement) or take any action set forth in the asset status report before the expiration of the aforementioned 10 business day period if it determines, in accordance with the applicable servicing standard, that immediate action with respect to such decision is necessary to protect the interests of the holders of the Element LA Whole Loan. None of the Master Servicer or the Special Servicer, as applicable (prior to the Element LA Companion Loan Securitization Date), or the Element LA Future Master Servicer or the Element LA Future Special Servicer, as applicable (on and after the Element LA Companion Loan Securitization Date) will be obligated at any time to follow or take any alternative actions recommended by the Issuing Entity (or its representative).

Similarly, such rights as described in the paragraph above are held by the holder of the Element LA Note A-2-2 Companion Loan (or its representative).

None of the Master Servicer or the Special Servicer (prior to the Element LA Companion Loan Securitization Date), or the Element LA Future Master Servicer or the Element LA Future Special Servicer (on and after the Element LA Companion Loan Securitization Date), may take or refrain from taking any action based on advice or consultation provided by the Issuing Entity (or its representative) or the holder of the Element LA Note A-2-2 Companion Loan (or its representative) that would cause such master servicer or special servicer, as applicable, to violate the terms of the Element LA Whole Loan, applicable law, the Pooling and Servicing Agreement (prior to the Element LA Companion Loan Securitization Date), the Element LA Future PSA (on and after the Element LA Companion Loan Securitization Date), the related Co-Lender Agreement, the REMIC provisions of the Code or such master servicer’s or special servicer’s obligation to act in accordance with the applicable servicing standard.

In addition to the consultation rights of the Issuing Entity (or its representative) described above, pursuant to the terms of the related Co-Lender Agreement, the Issuing Entity (or its representative) will have the right to annual meetings (which may be held telephonically or in person) with the Master Servicer or the Special Servicer (prior to the Element LA Companion Loan Securitization Date), or the Element LA Future Master Servicer or the Element LA Future Special Servicer (on and after the Element LA Companion Loan Securitization Date), upon reasonable notice and at times reasonably acceptable to such master servicer or special servicer, as applicable, in which servicing issues related to the Element LA Whole Loan are discussed. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Application of Penalty Charges

The related Co-Lender Agreement provides that Penalty Charges (or analogous penalty charges under the Element LA Future PSA) paid on the Element LA Whole Loan shall first, be used to reduce, on a pro rata basis, the amounts payable on each of the Element LA Mortgage Loan and the Element LA Companion Loans by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Advances and for reimbursement of any Property Advances in accordance with the terms of the Pooling and Servicing Agreement (prior to the Element LA Companion Loan Securitization Date) or to pay the Element LA Future Master Servicer, the Element LA Future Trustee or the Element LA Future Special Servicer for any interest accrued on any property advances and for reimbursement of any property advances in accordance with the terms of the Element LA Future PSA, second, be used to reduce the respective amounts payable on each of the Element LA Mortgage Loan and the Element LA Companion Loans by the amount necessary to pay the Master Servicer and the Trustee, and the Element LA Future Master Servicer and the Element LA Future Trustee, for any interest accrued on any P&I Advance (or analogous P&I advance made pursuant to the Element LA Future PSA) made with respect to such loan by such party (if and as specified in the Pooling and Servicing Agreement or the Element LA Future PSA, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each of the Element LA Mortgage Loan and the Element LA Companion Loans by the amount necessary to pay additional trust fund expenses (other than special servicing fees, unpaid workout fees and liquidation fees) incurred with respect to the Element LA Whole

184

Loan (as specified in the Pooling and Servicing Agreement (prior to the Element LA Companion Loan Securitization Date) or as specified in the Element LA Future PSA (on and after the Element LA Companion Loan Securitization Date)) and, finally, (i) in the case of the remaining amount of Penalty Charges allocable to the Element LA Mortgage Loan, be paid (x) prior to the Element LA Companion Loan Securitization Date, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Pooling and Servicing Agreement, and (y) on and after the Element LA Companion Loan Securitization Date, to the Element LA Future Master Servicer and/or the Element LA Future Special Servicer as additional servicing compensation as provided in the Element LA Future PSA, and (ii) in the case of the remaining amount of Penalty Charges allocable to the Element LA Companion Loans, be paid, (x) prior to the Element LA Companion Loan Securitization Date, to the related Companion Loan Holder and (y) on and after the Element LA Companion Loan Securitization Date, to the Element LA Future Master Servicer and/or the Element LA Future Special Servicer as additional servicing compensation as provided in the Element LA Future PSA.

Sale of Defaulted Whole Loan

Pursuant to the terms of the related Co-Lender Agreement, if the Element LA Whole Loan becomes a defaulted mortgage loan under the Pooling and Servicing Agreement or the Element LA Future PSA, as applicable (depending on which agreement it is then being serviced under at such time), and if the Special Servicer or the Element LA Future Special Servicer, as applicable, determines to sell the Element LA Mortgage Loan in accordance with the Pooling and Servicing Agreement or the Element LA Note A-1 Companion Loan in accordance with the Element LA Future PSA, as applicable, then the Special Servicer or the Element LA Future Special Servicer, as applicable, will be required to sell the Element LA Mortgage Loan together with the Element LA Companion Loans as one whole loan in accordance with the procedures, or procedures generally consistent with those, set forth under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Notwithstanding the foregoing, the Special Servicer or the Element LA Future Special Servicer, as applicable, will not be permitted to sell the Element LA Whole Loan if it becomes a defaulted mortgage loan without the written consent of the Issuing Entity (or its representative) unless the Special Servicer or the Element LA Future Special Servicer, as applicable, has delivered to the Issuing Entity (or its representative): (a) at least 15 business days’ prior written notice of any decision to attempt to sell the Element LA Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer or the Element LA Future Special Servicer, as applicable, in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Element LA Whole Loan, and any documents in the servicing file reasonably requested by the Issuing Entity (or its representative) that are material to the price of the Element LA Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class Representative (prior to the Element LA Companion Loan Securitization Date) or the Element LA Controlling Class Representative (on and after the Element LA Companion Loan Securitization Date)) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer or the Element LA Future Master Servicer or the Element LA Future Special Servicer, as applicable, in connection with the proposed sale; provided, that the Issuing Entity (or its representative) or the holder of the Element LA Note A-2-2 Companion Loan (or its representative) may waive as to itself any of the delivery or timing requirements set forth in this sentence. The Issuing Entity (or its representative), the holder of the Element LA Note A-2-2 Companion Loan (or its representative) and the Element LA Whole Loan Directing Holder (or its representative) will be permitted to submit an offer at any sale of the Element LA Whole Loan.

See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

185

Special Servicer Appointment Rights

Pursuant to the related Co-Lender Agreement, the Element LA Whole Loan Directing Holder will have the right, at any time, with or without cause, to replace the special servicer then acting with respect to the Element LA Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Issuing Entity (or its representative) or the holder of the Element LA Note A-2-2 Companion Loan (or its representative), as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus. After the Element LA Companion Loan Securitization Date, it is anticipated that either the controlling class representative (or an equivalent entity) under the Element LA Future PSA or, during the occurrence of a control termination event (or the equivalent) under the Element LA Future PSA the applicable Element LA Certificateholders with the requisite percentage of voting rights, will be permitted to exercise the foregoing right. After the Element LA Companion Loan Securitization Date, the Issuing Entity will be permitted to terminate the Element LA Future Special Servicer upon the occurrence of a servicer termination event under the Element LA Future PSA on the part of the Element LA Future Special Servicer that affects the Issuing Entity, however, such termination will only be with respect to the Element LA Whole Loan.

The Hammons Hotel Portfolio Whole Loan

Servicing

The Hammons Hotel Portfolio Whole Loan and any related REO Property are being serviced and administered in accordance with the pooling and servicing agreement (the “CGCMT 2015-GC33 PSA”), dated as of September 1, 2015, among Citigroup Commercial Mortgage Securities Inc., as depositor, Situs Holdings, LLC, as operating advisor (the “CGCMT 2015-GC33 Operating Advisor”), Wells Fargo Bank, National Association, as master servicer (the “CGCMT 2015-GC33 Master Servicer”), LNR Partners, LLC, as special servicer (the “CGCMT 2015-GC33 Special Servicer”), Citibank, N.A., as certificate administrator (in such capacity, the “CGCMT 2015-GC33 Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “CGCMT 2015-GC33 Trustee”), which is separate from the Pooling and Servicing Agreement under which your Certificates are issued, by the CGCMT 2015-GC33 Master Servicer and the CGCMT 2015-GC33 Special Servicer, in the manner described under “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus, but subject to the terms of the related Co-Lender Agreement. In servicing the Hammons Hotel Portfolio Whole Loan, the servicing standard set forth in the CGCMT 2015-GC33 PSA will require the CGCMT 2015-GC33 Master Servicer and the CGCMT 2015-GC33 Special Servicer to take into account the interests of the Certificateholders and the holders of the Hammons Hotel Portfolio Companion Loans as a collective whole.

Amounts payable to the Issuing Entity as holder of the Hammons Hotel Portfolio Mortgage Loan pursuant to the related Co-Lender Agreement will be included in the Available Funds for the related Distribution Date to the extent described in this free writing prospectus.

Application of Payments

The related Co-Lender Agreement sets forth the respective rights of the holder of the Hammons Hotel Portfolio Mortgage Loan and the holders of the Hammons Hotel Portfolio Companion Loans with respect to distributions of funds received in respect of the Hammons Hotel Portfolio Whole Loan, and provides, in general, that:

· the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

· all payments, proceeds and other recoveries on or in respect of the Hammons Hotel Portfolio Whole Loan or the related Mortgaged Property will be applied to the Hammons Hotel Portfolio

186

Mortgage Loan and the Hammons Hotel Portfolio Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the CGCMT 2015-GC33 Master Servicer, the CGCMT 2015-GC33 Special Servicer, the CGCMT 2015-GC33 Operating Advisor, the CGCMT 2015-GC33 Certificate Administrator and the CGCMT 2015-GC33 Trustee) in accordance with the terms of the related Co-Lender Agreement and the CGCMT 2015-GC33 PSA; and

· expenses, losses and shortfalls relating to the Hammons Hotel Portfolio Whole Loan will, in general, be allocated, on a pro rata and pari passu basis, to the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the Hammons Hotel Portfolio Mortgage Loan, then that P&I Advance, together with interest thereon, may only be reimbursed out of future payments and collections on the Hammons Hotel Portfolio Mortgage Loan or, as and to the extent described under “The Pooling and Servicing Agreement—Advances” in this free writing prospectus, on other Mortgage Loans, but not out of payments or other collections on the Hammons Hotel Portfolio Companion Loans. Similarly, P&I advances on the Hammons Hotel Portfolio Companion Loans are not reimbursable out of payments or other collections on the Hammons Hotel Portfolio Mortgage Loan.

Certain costs, losses, liabilities, claims and expenses (such as a pro rata share of a property advance) allocable to the Hammons Hotel Portfolio Mortgage Loan may be paid or reimbursed out of payments and other collections on the mortgage loans in the CGCMT 2015-GC33 securitization, subject to the CGCMT 2015-GC33 issuing entity’s right to reimbursement from future payments and other collections on the Hammons Hotel Portfolio Mortgage Loan or from general collections on the Mortgage Pool.

Consultation and Control

Pursuant to the related Co-Lender Agreement, the directing holder with respect to the Hammons Hotel Portfolio Whole Loan, as of any date of determination, will be the CGCMT 2015-GC33 Trustee on behalf of the CGCMT 2015-GC33 issuing entity as holder of the controlling Hammons Hotel Portfolio Companion Loan; provided, that, unless a control termination event exists under the CGCMT 2015-GC33 PSA, the controlling class representative under the CGCMT 2015-GC33 PSA (the “CGCMT 2015-GC33 Controlling Class Representative“) will be entitled to exercise the rights of the directing holder with respect to the Hammons Hotel Portfolio Whole Loan. In its capacity as representative of the directing holder under the related Co-Lender Agreement, the CGCMT 2015-GC33 Controlling Class Representative will be entitled to exercise consent and/or consultation rights (which consent and/or consultation rights are substantially similar to, but not necessarily identical to the rights of the Controlling Class Representative set forth under “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus) with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the Hammons Hotel Portfolio Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the Hammons Hotel Portfolio Whole Loan will require the approval of the CGCMT 2015-GC33 Controlling Class Representative (which approval rights are substantially similar to, but not necessarily identical to, those rights described in this free writing prospectus under “The Pooling and Servicing Agreement—Controlling Class Representative” and “—Asset Status Reports” in this free writing prospectus). Pursuant to the terms of the CGCMT 2015-GC33 PSA, the CGCMT 2015-GC33 Controlling Class Representative will have the same consent and/or consultation rights with respect to the Hammons Hotel Portfolio Whole Loan as it does, and for so long as it does, with respect to the other mortgage loans included in the CGCMT 2015-GC33 issuing entity and serviced under the CGCMT 2015-GC33 PSA.

In addition, pursuant to the terms of the related Co-Lender Agreement, the Issuing Entity, as holder of the Hammons Hotel Portfolio Mortgage Loan (or its representative, which, until a Consultation Termination Event occurs, will be the Controlling Class Representative) will (i) have a right to receive copies of all notices, information and reports that the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer, as applicable, is required to provide to the CGCMT 2015-GC33 Controlling

187

Class Representative (within the same time frame such notices, information and reports are or would have been required to be provided to the CGCMT 2015-GC33 Controlling Class Representative under the CGCMT 2015-GC33 PSA without regard to the occurrence of a control termination event or consultation termination event under the CGCMT 2015-GC33 PSA) with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the Hammons Hotel Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Hammons Hotel Portfolio Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the Hammons Hotel Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Hammons Hotel Portfolio Whole Loan. The consultation right of the Issuing Entity (or its representative) will expire 10 business days following the delivery of notice and information relating to the matter subject to consultation whether or not the Issuing Entity (or its representative) has responded within such period; provided, that if the CGCMT 2015-GC33 Master Servicer (or the CGCMT 2015-GC33 Special Servicer, as applicable) proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day consultation period will be deemed to begin anew. Notwithstanding the consultation rights described above, the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer, as applicable, is permitted to take any material action or any action set forth in the asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Hammons Hotel Portfolio Whole Loan. Neither the CGCMT 2015-GC33 Master Servicer nor the CGCMT 2015-GC33 Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the Issuing Entity (or its representative).

Similarly, such rights of the Issuing Entity as described in the paragraph above are also held by the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), and the holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-4 (or its representative).

Neither the CGCMT 2015-GC33 Master Servicer nor the CGCMT 2015-GC33 Special Servicer may take or refrain from taking any action based on advice or consultation provided by the Issuing Entity (or its representative), the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), or the holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-4 (or its representative), that would cause the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer, as applicable, to violate applicable law, the terms of the Hammons Hotel Portfolio Whole Loan, the related Co-Lender Agreement, the CGCMT 2015-GC33 PSA, including the servicing standard under the CGCMT 2015-GC33 PSA, or the REMIC provisions of the Code or that would (i) expose the CGCMT 2015-GC33 Master Servicer, the CGCMT 2015-GC33 Special Servicer, the CGCMT 2015-GC33 depositor, a mortgage loan seller with respect to the CGCMT 2015-GC33 transaction, the CGCMT 2015-GC33 issuing entity, the CGCMT 2015-GC33 Trustee, the CGCMT 2015-GC33 Operating Advisor, the CGCMT 2015-GC33 Certificate Administrator or their respective affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the CGCMT 2015-GC33 Master Servicer’s or the CGCMT 2015-GC33 Special Servicer’s responsibilities, or (iii) cause the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer to act, or fail to act, in a manner that is not in the best interests of the CGCMT 2015-GC33 certificateholders.

In addition to the consultation rights of the Issuing Entity (or its representative) described above, pursuant to the terms of the related Co-Lender Agreement, the Issuing Entity (or its representative) will have the right to attend (in-person or telephonic) annual meetings with the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer, as applicable, for the purpose of discussing servicing issues related to the Hammons Hotel Portfolio Whole Loan. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

188

Application of Penalty Charges

The related Co-Lender Agreement provides that items in the nature of Penalty Charges paid on the Hammons Hotel Portfolio Whole Loan will first, be used to reduce, on a pro rata basis, the amounts payable on each of the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans by the amount necessary to reimburse the CGCMT 2015-GC33 Master Servicer, the CGCMT 2015-GC33 Trustee or the CGCMT 2015-GC33 Special Servicer for any interest accrued on any property advances and reimbursement of any property advances in accordance with the terms of the CGCMT 2015-GC33 PSA, second, be used to reduce the respective amounts payable on each of the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans by the amount necessary to pay the Master Servicer, the Trustee, the CGCMT 2015-GC33 Master Servicer, the CGCMT 2015-GC33 Trustee, the GSMS 2015-GC34 Master Servicer, the GSMS 2015-GC34 Trustee, and the master servicer and the trustee for any securitization of any other Hammons Hotel Portfolio Companion Loans for any interest accrued on any P&I Advance (or analogous P&I advance made pursuant to the CGCMT 2015-GC33 PSA, the GSMS 2015-GC34 PSA or other pooling and servicing agreement governing the securitization of a Hammons Hotel Portfolio Companion Loan, as applicable) made with respect to such loan by such party (if and as specified in the Pooling and Servicing Agreement, the CGCMT 2015-GC33 PSA, the GSMS 2015-GC34 PSA or other pooling and servicing agreement governing the securitization of a Hammons Hotel Portfolio Companion Loan, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each of the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, unpaid workout fees and liquidation fees, each as payable under the CGCMT 2015-GC33 PSA) incurred with respect to the Hammons Hotel Portfolio Whole Loan (as specified in the CGCMT 2015-GC33 PSA) and, finally, in the case of the remaining amount of Penalty Charges allocable to the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans, be paid to the CGCMT 2015-GC33 Master Servicer and/or the CGCMT 2015-GC33 Special Servicer as additional servicing compensation as provided in the CGCMT 2015-GC33 PSA.

Sale of Defaulted Hammons Hotel Portfolio Whole Loan

Pursuant to the terms of the related Co-Lender Agreement, if the Hammons Hotel Portfolio Whole Loan becomes a defaulted mortgage loan under the CGCMT 2015-GC33 PSA, and if the CGCMT 2015-GC33 Special Servicer determines to sell the controlling Hammons Hotel Portfolio Companion Loan in accordance with the CGCMT 2015-GC33 PSA, then the CGCMT 2015-GC33 Special Servicer will be required to sell all the Hammons Hotel Portfolio Companion Loans together with the Hammons Hotel Portfolio Mortgage Loan (as well as any note related to additional permitted debt) as one whole loan in accordance with the procedures generally similar to those set forth under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Notwithstanding the foregoing, the CGCMT 2015-GC33 Special Servicer will not be permitted to sell the Hammons Hotel Portfolio Whole Loan if it becomes a defaulted mortgage loan under the CGCMT 2015-GC33 PSA without the written consent of the Issuing Entity (or its representative), as holder of the Hammons Hotel Portfolio Mortgage Loan, the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), or any other holder of a Hammons Hotel Portfolio Companion Loan not held by the CGCMT 2015-GC33 securitization, unless the CGCMT 2015-GC33 Special Servicer has delivered to each such holder (or their representatives): (a) at least 15 business days’ prior written notice of any decision to attempt to sell the Hammons Hotel Portfolio Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the CGCMT 2015-GC33 Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Hammons Hotel Portfolio Whole Loan, and any documents in the servicing file reasonably requested by such holder (or its representative) that are material to the price of the Hammons Hotel Portfolio Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is

189

afforded to other offerors and the CGCMT 2015-GC33 Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the CGCMT 2015-GC33 Master Servicer or the CGCMT 2015-GC33 Special Servicer in connection with the proposed sale; provided, that the Issuing Entity (or its representative), the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), or such other Hammons Hotel Portfolio Companion Loan Holder, may waive as to itself any of the delivery or timing requirements set forth in this sentence. The Issuing Entity (or its representative), the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), or such other Hammons Hotel Portfolio Companion Loan Holder will be permitted to bid at any sale of the Hammons Hotel Portfolio Whole Loan.

See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Special Servicer Appointment Rights

Pursuant to the related Co-Lender Agreement, the directing holder with respect to the Hammons Hotel Portfolio Whole Loan (which, as of any date of determination, will be the CGCMT 2015-GC33 Trustee on behalf of the CGCMT 2015-GC33 issuing entity, as holder of the controlling Hammons Hotel Portfolio Companion Loan, or its representative which, prior to a CGCMT 2015-GC33 control termination event, will be the CGCMT 2015-GC33 Controlling Class Representative) will have the right, with or without cause, to replace the CGCMT 2015-GC33 Special Servicer then acting with respect to the Hammons Hotel Portfolio Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Issuing Entity (or its representative), the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), or any other Hammons Hotel Portfolio Companion Loan Holder. The applicable CGCMT 2015-GC33 certificateholders with the requisite percentage of voting rights (after a control termination event under the CGCMT 2015-GC33 PSA) will have the right, with or without cause, to replace the CGCMT 2015-GC33 Special Servicer then acting with respect to the Hammons Hotel Portfolio Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Issuing Entity (or its representative), the GSMS 2015-GC34 issuing entity, as holder of the Hammons Hotel Portfolio Companion Loan evidenced by the non-controlling note A-2 (or its representative), or any other Hammons Hotel Portfolio Companion Loan Holder in accordance with the CGCMT 2015-GC33 PSA, as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

The DoubleTree Hotel Universal Whole Loan

Servicing

The DoubleTree Hotel Universal Whole Loan and any related REO Property are being serviced and administered in accordance with the pooling and servicing agreement (the “GSMS 2015-GC34 PSA”), dated as of October 1, 2015, among GS Mortgage Securities Corporation II, as depositor, Pentalpha Surveillance LLC, as operating advisor (the “GSMS 2015-GC34 Operating Advisor”), Wells Fargo Bank, National Association, as master servicer (the “GSMS 2015-GC34 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “GSMS 2015-GC34 Special Servicer”), U.S. Bank National Association, as certificate administrator (in such capacity, the “GSMS 2015-GC34 Certificate Administrator”), and trustee (in such capacity, the “GSMS 2015-GC34 Trustee”), which is separate from the Pooling and Servicing Agreement under which your Certificates are issued, by the GSMS 2015-GC34 Master Servicer and the GSMS 2015-GC34 Special Servicer, in the manner described under “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus, but subject to the terms of the related Co-Lender Agreement. In servicing the DoubleTree Hotel Universal Whole Loan, the servicing standard set forth in the GSMS 2015-GC34 PSA will require the GSMS 2015-GC34 Master Servicer and

190

the GSMS 2015-GC34 Special Servicer to take into account the interests of the Certificateholders and the holders of the DoubleTree Hotel Universal Companion Loans as a collective whole.

Amounts payable to the Issuing Entity as holder of the DoubleTree Hotel Universal Mortgage Loan pursuant to the related Co-Lender Agreement will be included in the Available Funds for the related Distribution Date to the extent described in this free writing prospectus.

Application of Payments

The related Co-Lender Agreement sets forth the respective rights of the holder of the DoubleTree Hotel Universal Mortgage Loan and the holders of the DoubleTree Hotel Universal Companion Loans with respect to distributions of funds received in respect of the DoubleTree Hotel Universal Whole Loan, and provides, in general, that:

· the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

· all payments, proceeds and other recoveries on or in respect of the DoubleTree Hotel Universal Whole Loan or the related Mortgaged Property will be applied to the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the GSMS 2015-GC34 Master Servicer, the GSMS 2015-GC34 Special Servicer, the GSMS 2015-GC34 Operating Advisor, the GSMS 2015-GC34 Certificate Administrator and the GSMS 2015-GC34 Trustee) in accordance with the terms of the related Co-Lender Agreement and the GSMS 2015-GC34 PSA; and

· expenses, losses and shortfalls relating to the DoubleTree Hotel Universal Whole Loan will, in general, be allocated, on a pro rata and pari passu basis, to the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the DoubleTree Hotel Universal Mortgage Loan, then that P&I Advance, together with interest thereon, may only be reimbursed out of future payments and collections on the DoubleTree Hotel Universal Mortgage Loan or, as and to the extent described under “The Pooling and Servicing Agreement—Advances” in this free writing prospectus, on other Mortgage Loans, but not out of payments or other collections on the DoubleTree Hotel Universal Companion Loans. Similarly, P&I advances on the DoubleTree Hotel Universal Companion Loans are not reimbursable out of payments or other collections on the DoubleTree Hotel Universal Mortgage Loan.

Certain costs, losses, liabilities, claims and expenses (such as a pro rata share of a property advance) allocable to the DoubleTree Hotel Universal Mortgage Loan may be paid or reimbursed out of payments and other collections on the mortgage loans in the GSMS 2015-GC34 securitization, subject to the GSMS 2015-GC34 issuing entity’s right to reimbursement from future payments and other collections on the DoubleTree Hotel Universal Mortgage Loan.

Consultation and Control

Pursuant to the related Co-Lender Agreement, the directing holder with respect to the DoubleTree Hotel Universal Whole Loan, as of any date of determination, will be the GSMS 2015-GC34 Trustee on behalf of the GSMS 2015-GC34 issuing entity as holder of the controlling DoubleTree Hotel Universal Companion Loan; provided, that, unless a control termination event exists under the GSMS 2015-GC34 PSA, the controlling class representative under the GSMS 2015-GC34 PSA (the “GSMS 2015-GC34 Controlling Class Representative”) will be entitled to exercise the rights of the directing holder with respect to the DoubleTree Hotel Universal Whole Loan. In its capacity as representative of the directing holder under the related Co-Lender Agreement, the GSMS 2015-GC34 Controlling Class Representative will be entitled to exercise consent and/or consultation rights (which consent and/or consultation rights are

191

substantially similar to, but not necessarily identical to, the rights of the Controlling Class Representative set forth under “The Pooling and Servicing Agreement—Controlling Class Representative” in this free writing prospectus) with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the DoubleTree Hotel Universal Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the DoubleTree Hotel Universal Whole Loan will require the approval of the GSMS 2015-GC34 Controlling Class Representative (which approval rights are substantially similar to, but not necessarily identical to, those rights described in this free writing prospectus under “The Pooling and Servicing Agreement—Controlling Class Representative” and “—Asset Status Reports” in this free writing prospectus. Pursuant to the terms of the GSMS 2015-GC34 PSA, the GSMS 2015-GC34 Controlling Class Representative will have the same consent and/or consultation rights with respect to the DoubleTree Hotel Universal Whole Loan as it does, and for so long as it does, with respect to the other mortgage loans included in the GSMS 2015-GC34 issuing entity (other than any “excluded loan” under the GSMS 2015-GC34 PSA) that are serviced under the GSMS 2015-GC34 PSA.

In addition, pursuant to the terms of the related Co-Lender Agreement, the Issuing Entity, as holder of the DoubleTree Hotel Universal Mortgage Loan (or its representative, which, until a Consultation Termination Event occurs, and unless the DoubleTree Hotel Universal Whole Loan is an Excluded Loan, will be the Controlling Class Representative) will (i) have a right to receive copies of all notices, information and reports that the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer, as applicable, is required to provide to the GSMS 2015-GC34 Controlling Class Representative (within the same time frame such notices, information and reports are or would have been required to be provided to the GSMS 2015-GC34 Controlling Class Representative under the GSMS 2015-GC34 PSA without regard to the occurrence of a control termination event or consultation termination event under the GSMS 2015-GC34 PSA) with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the DoubleTree Hotel Universal Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the DoubleTree Hotel Universal Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis with respect to any “major decisions” (as defined under the related Co-Lender Agreement) to be taken with respect to the DoubleTree Hotel Universal Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the DoubleTree Hotel Universal Whole Loan. The consultation right of the Issuing Entity (or its representative) will expire 10 business days following the delivery of notice and information relating to the matter subject to consultation whether or not the Issuing Entity (or its representative) has responded within such period; provided, that if the GSMS 2015-GC34 Master Servicer (or the GSMS 2015-GC34 Special Servicer, as applicable) proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day consultation period will be deemed to begin anew. Notwithstanding the consultation rights described above, the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer, as applicable, is permitted to take any material action or any action set forth in the asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the DoubleTree Hotel Universal Whole Loan. Neither the GSMS 2015-GC34 Master Servicer nor the GSMS 2015-GC34 Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the Issuing Entity (or its representative).

Similarly, such rights as described in the paragraph above are held by the holder of the non-controlling note A-3 (or its representative).

Neither the GSMS 2015-GC34 Master Servicer nor the GSMS 2015-GC34 Special Servicer may take or refrain from taking any action based on advice or consultation provided by the Issuing Entity (or its representative) or the holder of the DoubleTree Hotel Universal Companion Loan evidenced by the non-controlling note A-3 (or its representative), that would cause the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer, as applicable, to violate applicable law, the terms of the DoubleTree Hotel Universal Whole Loan, the related Co-Lender Agreement, the GSMS 2015-GC34 PSA, including the servicing standard under the GSMS 2015-GC34 PSA, or the REMIC provisions or that would (i) expose the GSMS 2015-GC34 Master Servicer, the GSMS 2015-GC34 Special Servicer, the

192

GSMS 2015-GC34 depositor, a mortgage loan seller with respect to the GSMS 2015-GC34 transaction, the GSMS 2015-GC34 issuing entity, the GSMS 2015-GC34 Trustee, the GSMS 2015-GC34 Operating Advisor, the GSMS 2015-GC34 Certificate Administrator or their respective affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the GSMS 2015-GC34 Master Servicer’s or the GSMS 2015-GC34 Special Servicer’s responsibilities, or (iii) cause the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer to act, or fail to act, in a manner that is not in the best interests of the GSMS 2015-GC34 certificateholders.

In addition to the consultation rights of the Issuing Entity (or its representative) described above, pursuant to the terms of the related Co-Lender Agreement, the Issuing Entity (or its representative unless the DoubleTree Hotel Universal Whole Loan is an Excluded Loan) will have the right to attend (in-person or telephonic) annual meetings with the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer, as applicable, for the purpose of discussing servicing issues related to the DoubleTree Hotel Universal Whole Loan. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Application of Penalty Charges

The related Co-Lender Agreement provides that items in the nature of Penalty Charges paid on the DoubleTree Hotel Universal Whole Loan will first, be used to reduce, on a pro rata basis, the amounts payable on each of the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans by the amount necessary to reimburse the GSMS 2015-GC34 Master Servicer, the GSMS 2015-GC34 Trustee or the GSMS 2015-GC34 Special Servicer for any interest accrued on any property advances and reimbursement of any property advances in accordance with the terms of the GSMS 2015-GC34 PSA, second, be used to reduce the respective amounts payable on each of the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans by the amount necessary to pay the Master Servicer, the Trustee, the GSMS 2015-GC34 Master Servicer and the GSMS 2015-GC34 Trustee for any interest accrued on any P&I Advance (or analogous P&I advance made pursuant to the GSMS 2015-GC34 PSA) made with respect to such loan by such party (if and as specified in the Pooling and Servicing Agreement or the GSMS 2015-GC34 PSA, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each of the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans by the amount necessary to pay additional trust fund expenses (other than unpaid special servicing fees, unpaid workout fees and liquidation fees, each as payable under the GSMS 2015-GC34 PSA) incurred with respect to the DoubleTree Hotel Universal Whole Loan (as specified in the GSMS 2015-GC34 PSA) and, finally, in the case of the remaining amount of Penalty Charges allocable to the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Companion Loans, be paid to the GSMS 2015-GC34 Master Servicer and/or the GSMS 2015-GC34 Special Servicer as additional servicing compensation as provided in the GSMS 2015-GC34 PSA.

Sale of Defaulted DoubleTree Hotel Universal Whole Loan

Pursuant to the terms of the related Co-Lender Agreement, if the DoubleTree Hotel Universal Whole Loan becomes a defaulted mortgage loan under the GSMS 2015-GC34 PSA, and if the GSMS 2015-GC34 Special Servicer determines to sell the controlling DoubleTree Hotel Universal Companion Loan in accordance with the GSMS 2015-GC34 PSA, then the GSMS 2015-GC34 Special Servicer will be required to sell the DoubleTree Hotel Universal Companion Loans together with the DoubleTree Hotel Universal Mortgage Loan as one whole loan in accordance with the procedures generally similar to those set forth under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Notwithstanding the foregoing, the GSMS 2015-GC34 Special Servicer will not be permitted to sell the DoubleTree Hotel Universal Whole Loan if it becomes a defaulted mortgage loan under the GSMS 2015-GC34 PSA without the written consent of the Issuing Entity (or its representative), as holder of the

193

DoubleTree Hotel Universal Mortgage Loan, unless the GSMS 2015-GC34 Special Servicer has delivered to each such holder (or its representative): (a) at least 15 business days’ prior written notice of any decision to attempt to sell the DoubleTree Hotel Universal Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the GSMS 2015-GC34 Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the DoubleTree Hotel Universal Whole Loan, and any documents in the servicing file reasonably requested by such holder (or its representative), that are material to the price of the DoubleTree Hotel Universal Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the GSMS 2015-GC34 Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the GSMS 2015-GC34 Master Servicer or the GSMS 2015-GC34 Special Servicer in connection with the proposed sale; provided, that the Issuing Entity (or its representative) or the holder of the DoubleTree Hotel Universal Companion Loan evidenced by the non-controlling note A-3 (or its representative) may waive as to itself any of the delivery or timing requirements set forth in this sentence. The related Issuing Entity (or its representative) or the holder of the DoubleTree Hotel Universal Companion Loan evidenced by the non-controlling note A-3 (or its representative) will be permitted to bid at any sale of the DoubleTree Hotel Universal Whole Loan.

See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Special Servicer Appointment Rights

Pursuant to the related Co-Lender Agreement, the directing holder with respect to the DoubleTree Hotel Universal Whole Loan (which, as of any date of determination, will be the GSMS 2015-GC34 Trustee on behalf of the GSMS 2015-GC34 issuing entity, as holder of the controlling DoubleTree Hotel Universal Companion Loan, or its representative which, prior to a GSMS 2015-GC34 control termination event, will be the GSMS 2015-GC34 Controlling Class Representative) will have the right, with or without cause, to replace the GSMS 2015-GC34 Special Servicer then acting with respect to the DoubleTree Hotel Universal Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Issuing Entity (or its representative) or the holder of the DoubleTree Hotel Universal Companion Loan evidenced by the non-controlling note A-3 (or its representative). The applicable GSMS 2015-GC34 certificateholders with the requisite percentage of voting rights (after a control termination event under the GSMS 2015-GC34 PSA) will have the right, with or without cause, to replace the GSMS 2015-GC34 Special Servicer then acting with respect to the DoubleTree Hotel Universal Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Issuing Entity (or its representative) or the holder of the DoubleTree Hotel Universal Companion Loan evidenced by the non-controlling note A-3 (or its representative) in accordance with the GSMS 2015-GC34 PSA, as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Significant Obligor

The Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue, securing a Mortgage Loan representing approximately 12.2% of the Initial Pool Balance, is a “significant obligor” as such term is used in Items 1101 and 1112 of Regulation AB (“Regulation AB”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to this offering. See “Structural and Collateral Term Sheet—590 Madison Avenue” in Annex B to this free writing prospectus.

Representations and Warranties

Each Sponsor will make, with respect to each Mortgage Loan sold by it that we include in the Issuing Entity, representations and warranties generally to the effect set forth on Annex E-1 to this free writing prospectus, subject to the exceptions set forth on Annex E-2 to this free writing prospectus. Each Sponsor will make such representations and warranties in the related mortgage loan purchase

194

agreement, to be dated November 1, 2015 (each, a “Mortgage Loan Purchase Agreement”), between the Depositor and the applicable Sponsor.

The representations and warranties:

· do not cover all of the matters that we would review in underwriting a Mortgage Loan;

· should not be viewed as a substitute for a reunderwriting of the Mortgage Loans; and

· in some respects represent an allocation of risk rather than a confirmed description of the Mortgage Loans, although the Sponsors have not made representations and warranties that they know to be untrue, when taking into account the exceptions set forth on Annex E-2 to this free writing prospectus.

If, as provided in the Pooling and Servicing Agreement, there exists a breach of any of the above-described representations and warranties made by the applicable Sponsor, and that breach materially and adversely affects the value of the Mortgage Loan (or any related REO Property) or the interests of the Certificateholders in such Mortgage Loan (or any related REO Property), then that breach will be a material breach as to which the Issuing Entity will have the rights against the applicable Sponsor described under “—Cures, Repurchases and Substitutions” below.

We cannot assure you that the applicable Sponsor will be able to repurchase or substitute a Mortgage Loan if a representation or warranty has been breached. See “Risk Factors—Sponsors May Not Be Able To Make Required Repurchases or Substitutions of Defective Mortgage Loans” in this free writing prospectus.

Sale of Mortgage Loans; Mortgage File Delivery

On the Closing Date, the Depositor will acquire the Mortgage Loans from the Sponsors and will simultaneously transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders. Under the related transaction documents, the Depositor will require each Sponsor to deliver to a document custodian (on behalf of the Trustee), which in this case will initially be the Certificate Administrator, among other things, the following documents with respect to each Mortgage Loan (subject to the following sentence with respect to any Non-Serviced Loan and the Element LA Mortgage Loan) sold by the applicable Sponsor (collectively, as to each Mortgage Loan, the “Mortgage File”): (i) (A) the original executed Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the Trustee or in blank (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Sponsor or another prior holder, together with a copy of the Mortgage Note) and (B) in the case of a Whole Loan, a copy of the executed promissory note for each related Companion Loan; (ii) the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office; (iii) the original or a copy of any related assignment of leases (if such item is a document separate from the Mortgage) and of any intervening assignments of such assignment of leases, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office; (iv) an original executed assignment of the Mortgage in favor of the Trustee or in blank and in recordable form (except for missing recording information not yet available if the instrument being assigned has not been returned from the applicable recording office) or a copy of such assignment (if the related Sponsor or its designee, rather than the Trustee or Certificate Administrator, is responsible for the recording of such assignment); (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form or a copy of such assignment (if the related Sponsor or its designee, rather than the Trustee or Certificate Administrator, is responsible for the recording of such assignment); (vi) the original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Whole Loan, as applicable), if not already assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all modification agreements in those instances in which the terms or provisions

195

of the Mortgage or the Mortgage Note have been modified, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document; (viii) the original (which may be in the form of an electronically issued title policy) or a copy of the policy or certificate of the lender’s title insurance issued on the date of the origination of such Mortgage Loan (or the related Whole Loan, as applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (ix) an original or copy of the related ground lease relating to a Mortgage Loan (or the related Whole Loan, as applicable), if any, and any ground lessor estoppel; (x) an original or copy of the related loan agreement; (xi) an original of any guaranty under a Mortgage Loan (or the related Whole Loan, as applicable), if any; (xii) an original or copy of the lockbox agreement or cash management agreement relating to a Mortgage Loan (or the related Whole Loan, as applicable), if any; (xiii) an original or copy of the environmental indemnity from the related borrower, if any; (xiv) an original or copy of the related escrow agreement and the related security agreement; (xv) an original assignment of the related security agreement in favor of the Trustee; (xvi) in the case of each Whole Loan, an original or copy of the related Co-Lender Agreement; (xvii) any filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage Loan (or the related Whole Loan, as applicable), or in favor of any assignee prior to the Trustee and UCC-2 and/or UCC-3 assignment financing statements in favor of the Trustee or a copy of such assignment financing statements (if the related Sponsor or its designee, rather than the Trustee or the Certificate Administrator, is responsible for the filing of such assignment financing statements); (xviii) an original or copy of any mezzanine/subordinate loan intercreditor agreement, if any; (xix) the original or copy of any related environmental insurance policy; (xx) a copy of any letter of credit relating to a Mortgage Loan (or the related Whole Loan, as applicable) and any related assignment of such letter of credit (with the original to be delivered to the Master Servicer) and (xxi) copies of any franchise agreement or hotel management agreement and related comfort letters and/or estoppel letters relating to such Mortgage Loan (or the related Whole Loan, if applicable) and any related assignment of such agreement or letters. Notwithstanding anything to the contrary contained in this free writing prospectus, (1) in the case of each Non-Serviced Loan, the preceding document delivery requirement will be met by the delivery by the related Sponsor of, with respect to clause (i), executed originals of the related documents and, with respect to clauses (ii) through (xxi) above, copies of the related documents (unless Wells Fargo Bank, National Association is the custodian of the Non-Serviced Loan, in which case, only the executed originals of the documents listed in (i) will be required to be provided), except that any assignments in favor of the Trustee referenced above will instead be in favor of the applicable Other Trustee, and (2) in the case of the Element LA Mortgage Loan, the related Mortgage File will be delivered to the custodian on or prior to the Closing Date and such Mortgage File (other than the documents described in clause (i) of the prior sentence) will, upon submission of a request for release to the custodian, be transferred to the other custodian related to the securitization of the Element LA Note A-1 Companion Loan on the Element LA Companion Loan Securitization Date with the expectation that the entity transferring the related Companion Loan to such other securitization will cause the assignments referred to in clauses (iv) and (v) of the prior sentence to be recorded in the name of the trustee for that securitization.

As provided in the Pooling and Servicing Agreement, the Certificate Administrator, as custodian, or other appropriate party as described in the Pooling and Servicing Agreement is required to review each Mortgage File within a specified period following its receipt of such Mortgage File. See “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus.

Cures, Repurchases and Substitutions

If there exists a Material Breach of any of the representations and warranties made by a Sponsor with respect to any of the Mortgage Loans sold by it, as discussed under “—Representations and Warranties” above and as set forth on Annex E-1 to this free writing prospectus, or if there exists a Material Document Defect with respect to any Mortgage Loan sold by it, then the applicable Sponsor will be required to remedy that Material Breach or Material Document Defect, as the case may be, in all material respects, or

196

if such Material Breach or Material Document Defect, as the case may be, cannot be cured within the time periods set forth in the applicable Mortgage Loan Purchase Agreement, then the applicable Sponsor will be required to either:

· within 2 years following the Closing Date, substitute a Qualified Substitute Mortgage Loan and pay any shortfall amount equal to the difference between the Repurchase Price of the Mortgage Loan calculated as of the date of substitution and the scheduled principal balance of the Qualified Substitute Mortgage Loan as of the due date in the month of substitution; or

· to repurchase the affected Mortgage Loan (or any related REO Property) at a price (“Repurchase Price”) generally equal to the sum of—

(i)     the outstanding principal balance of that Mortgage Loan at the time of purchase; plus

(ii)    all outstanding interest, other than default interest, due with respect to that Mortgage Loan pursuant to the related loan documents through the due date in the collection period of purchase; plus

(iii)   all unreimbursed property protection advances relating to that Mortgage Loan; plus

(iv)   all outstanding interest accrued on advances made by the Master Servicer, the Special Servicer and/or the Trustee with respect to that Mortgage Loan; plus

(v)    to the extent not otherwise covered by clause (iv) of this bullet, all outstanding Special Servicing Fees and other additional expenses of the Issuing Entity outstanding or previously incurred related to that Mortgage Loan; plus

(vi)   if the affected Mortgage Loan is not repurchased by the Sponsor within 90 days after discovery by or notice to the applicable Sponsor of such Material Breach or Material Document Defect, a Liquidation Fee in connection with such repurchase.

In addition, each Mortgage Loan Purchase Agreement provides that with respect to each Non-Serviced Loan if a “material document defect” exists under the applicable Other PSA, and the related Sponsor or other applicable party repurchases the related Non-Serviced Companion Loan securitized under such Other PSA from the GS Mortgage Securities Trust 2015-590M, the Element LA Securitization Trust, the Citigroup Commercial Mortgage Trust 2015-GC33 or GS Mortgage Securities Trust 2015-GC34, as applicable, such Sponsor is required to repurchase the related Non-Serviced Loan; provided, however, that such repurchase obligation does not apply to any material document defect related to the promissory note for such related Non-Serviced Companion Loan.

A “Material Breach” is a breach of a representation or warranty that materially and adversely affects the value of the affected Mortgage Loan (or any related REO Property) or the interests of the Certificateholders in the affected Mortgage Loan (or any related REO Property).

A “Material Document Defect” is a document defect that materially and adversely affects the value of the affected Mortgage Loan (or any related REO Property) or the interests of the Certificateholders in the affected Mortgage Loan (or any related REO Property); provided that, subject to the applicable Sponsor’s right to cure, failure of such Sponsor to deliver the documents referred to in clauses (i), (ii), (viii), (ix), (xx) and (xxi) in the definition of “Mortgage File” under “—Sale of Mortgage Loans; Mortgage File Delivery” above for any Mortgage Loan will be deemed a Material Document Defect; and provided, further, that no document defect (except such a deemed Material Document Defect) will be considered to be a Material Document Defect unless the document with respect to which the document defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.

197

A “Qualified Substitute Mortgage Loan” is a mortgage loan that must, on the date of substitution: (a) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the due date in the calendar month during which the substitution occurs; (b) have a Mortgage Loan Rate not less than the Mortgage Loan Rate of the deleted Mortgage Loan; (c) have the same due date as and a grace period no longer than that of the deleted Mortgage Loan; (d) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (e) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (f) have a then-current loan-to-value ratio equal to or less than the lesser of (i) the Cut-off Date LTV Ratio for the deleted Mortgage Loan and (ii) 75%, in each case using a “value” for the Mortgaged Property as determined using an appraisal from an Appraiser in accordance with MAI standards; (g) comply (except in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (h) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property that will be delivered as a part of the related Mortgage File; (i) have a then-current debt service coverage ratio at least equal to the greater of (i) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (ii) 1.25x; (j) constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an opinion of counsel (provided at the applicable Sponsor’s expense); (k) not have a maturity date or an amortization period that extends to a date that is after the date that is 3 years prior to the Rated Final Distribution Date; (l) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (m) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining the Rating Agency Confirmation to be paid by the applicable Sponsor); (n) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative; (o) prohibit defeasance within two years of the Closing Date; (p) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of either Trust REMIC or the imposition of tax on either Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of the Pooling and Servicing Agreement as determined by an opinion of counsel; (q) have an engineering report with respect to the related Mortgaged Property which will be delivered as a part of the related servicing file and (r) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than one Mortgage Loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (a) are required to be determined on the basis of aggregate principal balances and (y) each proposed substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (b) through (r) of the preceding sentence, except (z) the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis; provided that no individual Mortgage Loan Rate (net of the related Administrative Fee Rate) may be lower than the highest fixed Pass-Through Rate (not subject to a cap equal to, or based on, the WAC Rate) of any Class of Sequential Pay Certificates or Trust Component having a principal balance then outstanding. When one or more Qualified Substitute Mortgage Loans are substituted for a deleted Mortgage Loan, the applicable Sponsor will be required to certify that the replacement mortgage loan(s) meet(s) all of the requirements of the above definition and send the certification to the Certificate Administrator and the Trustee and, prior to the occurrence and continuance of a Consultation Termination Event, to the Controlling Class Representative.

The time period within which the applicable Sponsor must complete that remedy, repurchase or substitution will generally be limited to 90 days following the earlier of the responsible party’s discovery or receipt of notice of, and receipt of a demand to take action with respect to, the related Material Breach or Material Document Defect, as the case may be (or, in the case of a Material Breach or Material Document Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), 90 days from any party discovering such Material Breach or Material Document Defect). However, if the applicable Sponsor is diligently attempting to correct the problem, then with limited exception (including if such breach or defect would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)), it will be entitled to an additional 90 days (or

198

more in the case of a Material Document Defect resulting from the failure of the responsible party to have received the recorded documents) to complete that remedy, repurchase or substitution.

The cure, repurchase and substitution obligations described above will constitute the sole remedy available to the Series 2015-GS1 certificateholders in connection with a Material Breach of any representation or warranty or a Material Document Defect with respect to any Mortgage Loan in the Issuing Entity. None of the Depositor, the underwriters, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any other Sponsor or any other person will be obligated to repurchase any affected Mortgage Loan in connection with a Material Breach of any of the representations and warranties or a Material Document Defect if the applicable Sponsor defaults on its obligations to do so. We cannot assure you that the applicable Sponsor will have sufficient assets to repurchase or substitute a Mortgage Loan if required to do so.

The “Rated Final Distribution Date” for each Class of Offered Certificates will be the Distribution Date in November 2048.

Additional Information

A Current Report on Form 8-K (“Form 8-K”) will be available to purchasers of the Offered Certificates and will be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission (the “SEC”) on or prior to the date of the filing of the final prospectus supplement.

Transaction Parties

The Sponsors

Goldman Sachs Mortgage Company and Cantor Commercial Real Estate Lending, L.P. are the sponsors of the commercial mortgage securitization and, accordingly, are referred to as the “Sponsors” in this free writing prospectus.

Goldman Sachs Mortgage Company

General

Goldman Sachs Mortgage Company (“GSMC”) is a Sponsor. GSMC is a New York limited partnership. GSMC was formed in 1984. Its general partner is Goldman Sachs Real Estate Funding Corp. and its limited partner is Goldman Sachs Bank USA. GSMC’s executive offices are located at 200 West Street, New York, New York 10282, telephone number (212) 902-1000. GSMC is an affiliate of the Depositor, an affiliate of GS Commercial Real Estate LP, an Originator, and an affiliate of Goldman, Sachs & Co., one of the underwriters.

GSMC’s Commercial Mortgage Securitization Program

As a sponsor, GSMC originates and acquires fixed and floating rate commercial mortgage loans and either by itself or together with other sponsors or mortgage loan sellers, organizes and initiates the public and/or private securitization of such commercial mortgage loans by transferring the commercial mortgage loans to a securitization depositor, including GS Commercial Securities Corporation II or another entity that acts in a similar capacity. In coordination with its affiliates, Goldman Sachs Commercial Mortgage Capital, L.P., GS Commercial Real Estate LP and other unaffiliated underwriters, GSMC works with rating agencies, investors, unaffiliated mortgage loan sellers and servicers in structuring the securitization transaction.

From the beginning of its participation in commercial mortgage securitization programs in 1996 through December 31, 2014, GSMC originated or acquired approximately 2,374 fixed and floating rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately

199

$78.5 billion. As of December 31, 2014, GSMC had acted as a sponsor and mortgage loan seller on 100 fixed and floating-rate commercial mortgage-backed securitization transactions. GSMC securitized approximately $2.165 billion, $4.636 billion, $6.586 billion and $5.098 billion of commercial loans in public and private offerings in calendar years 2011, 2012, 2013 and 2014, respectively.

Neither GSMC nor any of its affiliates will insure or guarantee distributions on the Certificates. The Certificateholders will have no rights or remedies against GSMC for any losses or other claims in connection with the Certificates or the Mortgage Loans except in respect of the repurchase and substitution obligations for material document defects or the material breaches of representations and warranties made by GSMC in the related Mortgage Loan Purchase Agreement as described under “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.

Review of GSMC Mortgage Loans

Overview. GSMC, in its capacity as the Sponsor of the GSMC Mortgage Loans, has conducted a review of the GSMC Mortgage Loans in connection with the securitization described in this free writing prospectus. The review of the GSMC Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of one or more of GSMC’s affiliates (the “GSMC Deal Team”). The review procedures described below were employed with respect to all of the GSMC Mortgage Loans, except that certain review procedures only were relevant to the large loan disclosures in this free writing prospectus, as further described below. No sampling procedures were used in the review process.

Database. To prepare for securitization, members of the GSMC Deal Team created a database of loan-level and property-level information relating to each GSMC Mortgage Loan. The database was compiled from, among other sources, the related Mortgage Loan documents, Third Party Reports, zoning reports, insurance policies, borrower supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the Goldman Originators during the underwriting process. After origination of each GSMC Mortgage Loan, the GSMC Deal Team updated the information in the database with respect to the GSMC Mortgage Loan based on updates provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the GSMC Deal Team.

A data tape (the “GSMC Data Tape”) containing detailed information regarding each GSMC Mortgage Loan was created from the information in the database referred to in the prior paragraph. The GSMC Data Tape was used by the GSMC Deal Team to provide certain numerical information regarding the GSMC Mortgage Loans in this free writing prospectus.

Data Comparison and Recalculation. The Depositor, on behalf of GSMC, engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by GSMC, relating to information in this free writing prospectus regarding the GSMC Mortgage Loans. These procedures included:

· comparing certain information in the GSMC Data Tape against various source documents provided by GSMC that are described above under “—Database”;

· comparing numerical information regarding the GSMC Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the GSMC Data Tape; and

· recalculating certain percentages, ratios and other formulae relating to the GSMC Mortgage Loans disclosed in this free writing prospectus.

Legal Review. GSMC engaged various law firms to conduct certain legal reviews of the GSMC Mortgage Loans for disclosure in this free writing prospectus. In anticipation of the securitization of each GSMC Mortgage Loan, origination counsel prepared a loan and property summary that sets forth salient loan terms and summarizes material deviations from GSMC’s standard form loan documents. In addition,

200

origination counsel for each GSMC Mortgage Loan reviewed GSMC’s representations and warranties set forth on Annex E-1 to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the GSMC Mortgage Loans. Such assistance included, among other things, (i) a review of sections of the loan agreement relating to certain GSMC Mortgage Loans marked against the standard form document, (ii) a review of the loan and property summaries referred to above relating to the GSMC Mortgage Loans prepared by origination counsel and (iii) a review of a due diligence questionnaire completed by the GSMC Deal Team. Securitization counsel also reviewed the property release provisions, if any, for each GSMC Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions of the Code. In addition, for each GSMC Mortgage Loan originated by GSMC or its affiliates, GSMC prepared and delivered to its securitization counsel for review an asset summary, which summary includes important loan terms and certain property level information obtained during the origination process.

Origination counsel or securitization counsel also assisted in the preparation of the Mortgage Loan summaries set forth under “Structural and Collateral Term Sheet,” “—590 Madison Avenue,” “—South Plains Mall,” “—Westin Boston Waterfront,” “—Element LA,” “—Glenbrook Square,” “—Hammons Hotel Portfolio,” “—Deerfield Crossing,”“—Edgewater Crossing Apartments,”“—GSA Portfolio,”“—Pine Creek Shopping Center,”“—DoubleTree Hotel Universal,”“—Lake Forest Place” and “—East Viking Plaza” in Annex B to this free writing prospectus, based on their respective reviews of pertinent sections of the related Mortgage Loan documents. The applicable borrowers and borrowers’ counsel reviewed these Mortgage Loan summaries as well.

Other Review Procedures. With respect to any pending litigation that existed at the origination of any GSMC Mortgage Loan, GSMC requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. GSMC conducted a search with respect to each borrower under a GSMC Mortgage Loan to determine whether it filed for bankruptcy after origination of the GSMC Mortgage Loan. If GSMC became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a GSMC Mortgage Loan, GSMC obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

The GSMC Deal Team also consulted with the Goldman Originators to confirm that the GSMC Mortgage Loans were originated in compliance with the origination and underwriting criteria described below under “—The Originators—The Goldman Originators—Origination and Underwriting Process”, as well as to identify any material deviations from those origination and underwriting criteria. See “—The Originators—The Goldman Originators—Exceptions to Underwriting Criteria” below.

Findings and Conclusions. Based on the foregoing review procedures, GSMC determined that the disclosure regarding the GSMC Mortgage Loans in this free writing prospectus is accurate in all material respects. GSMC also determined that the GSMC Mortgage Loans were originated in accordance with the Goldman Originators’ origination procedures and underwriting criteria, except as described under “—The Originators—The Goldman Originators—Exceptions to Underwriting Criteria” below. GSMC attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Repurchase Requests

GSMC most recently filed a Form ABS-15G pursuant to Rule 15Ga-1 under the Exchange Act on August 14, 2015. GSMC’s Central Index Key is 0001541502. With respect to the period from and including January 1, 2012 to and including June 30, 2015, GSMC does not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

201

Cantor Commercial Real Estate Lending, L.P.

General

Cantor Commercial Real Estate Lending, L.P. (“CCRE Lending”) is a sponsor of, and a seller of certain mortgage loans (the “CCRE Mortgage Loans”) into, the securitization described in this free writing prospectus. CCRE Lending is a Delaware limited partnership. CCRE Lending was formed in 2010. Its general partner is Cantor Commercial Real Estate Holdings, LLC, and its limited partner is Cantor Commercial Real Estate Company, L.P. CCRE Lending is an affiliate of Cantor Fitzgerald & Co., one of the underwriters. CCRE Lending’s executive offices are located at 110 East 59^th Street, New York, New York 10022, telephone number (212) 938-5000.

According to its consolidated balance sheet (unaudited), as of June 30, 2015, Cantor Commercial Real Estate Company, L.P. and its consolidated subsidiaries (which include CCRE Lending) had total assets of approximately $2.046 billion, total liabilities of approximately $1.012 billion and total partners’ equity of approximately $1.034 billion. As of June 301, 2015, Cantor Commercial Real Estate Company, L.P. is a party to agreements related to $2.625 billion of master repurchase facilities.

Goldman Sachs Bank USA, an affiliate of GSMC, a Sponsor and an Originator, the Depositor, GS CRE, an Originator, and Goldman, Sachs & Co., one of the underwriters, provides warehouse financing to certain affiliates of CCRE Lending through various repurchase facilities. It is anticipated that 5 of the CCRE Mortgage Loans, with an aggregate principal balance of approximately $56,750,000 as of the Cut-off Date, will be subject to the repurchase facility prior to the Closing Date. Proceeds received by CCRE Lending in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties.

Cantor Commercial Real Estate Lending, L.P.’s Commercial Mortgage Securitization Program

Since its founding in July 2010 through June 30, 2015, CCRE Lending has originated or acquired approximately 1,389 fixed and floating rate commercial, multifamily and manufactured housing community mortgage loans with an aggregate original principal balance of approximately $25.3 billion and has acted as a sponsor and mortgage loan seller on 46 fixed-rate and floating-rate commercial mortgage-backed securitization transactions.

In future transactions, it is anticipated that many of the commercial mortgage loans originated or acquired by CCRE Lending will be sold to securitizations in which CCRE Lending acts as a sponsor. CCRE Lending expects to originate and acquire both fixed rate and floating rate commercial mortgage loans which will be included in both public and private securitizations. CCRE Lending also expects to originate and acquire subordinate and mezzanine debt for investment, syndication or securitization.

Neither CCRE Lending nor any of its affiliates will insure or guarantee distributions on the Certificates. The Certificateholders will have no rights or remedies against CCRE Lending for any losses or other claims in connection with the Certificates or the CCRE Mortgage Loans except in respect of the repurchase and substitution obligations for Material Document Defects or the Material Breaches of representations and warranties made by CCRE Lending in the related Mortgage Loan Purchase Agreement as described under “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

For a description of certain affiliations, relationships and related transactions between the sponsor and the other transaction parties, see “—Affiliates and Certain Relationships” in this free writing prospectus.

Review of CCRE Mortgage Loans

Overview. CCRE Lending has conducted a review of the CCRE Mortgage Loans in connection with the securitization described in this free writing prospectus. The review of the CCRE Mortgage Loans was

202

performed by a deal team comprised of real estate and securitization professionals (the “CCRE Deal Team”). The review procedures described below were employed with respect to all of the CCRE Mortgage Loans, except that certain review procedures were relevant only to the large loan disclosures in this free writing prospectus, as further described below. No sampling procedures were used in the review process.

Data Tape. To prepare for securitization, members of the CCRE Deal Team created a data tape (the “CCRE Data Tape”) containing detailed loan-level and property-level information regarding each CCRE Mortgage Loan. The CCRE Data Tape was compiled from, among other sources, the related Mortgage Loan documents, appraisals, environmental reports, seismic reports, property condition reports, zoning reports, insurance policies, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by CCRE Lending during the underwriting process. The CCRE Deal Team updated the information in the CCRE Data Tape with respect to the CCRE Mortgage Loans from time to time based on updates provided by the related loan servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity and information otherwise brought to the attention of the CCRE Deal Team. The CCRE Data Tape was used by the CCRE Deal Team in providing the numerical information regarding the CCRE Mortgage Loans in this free writing prospectus.

Data Comparison and Recalculation. CCRE Lending engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by CCRE Lending relating to information in this free writing prospectus regarding the CCRE Mortgage Loans. These procedures included:

· comparing the information in the CCRE Data Tape against various source documents provided by CCRE Lending that are described above under “—Data Tape”;

· comparing numerical information regarding the CCRE Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the CCRE Data Tape; and

· recalculating certain percentages, ratios and other formulae relating to the CCRE Mortgage Loans disclosed in this free writing prospectus.

Legal Review. CCRE Lending engaged various law firms to conduct certain legal reviews of the CCRE Mortgage Loans for disclosure in this free writing prospectus. In anticipation of the securitization of each CCRE Mortgage Loan originated by CCRE Lending, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from CCRE Lending’s standard form loan documents. In addition, origination counsel for each CCRE Mortgage Loan reviewed CCRE Lending’s representations and warranties set forth on Annex E-1 to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the CCRE Mortgage Loans. Such assistance included, among other things, a review of (i) due diligence questionnaires completed by origination counsel and (ii) exceptions to representations and warranties compiled by origination counsel. Securitization counsel also reviewed the property release provisions (other than the partial defeasance provisions), if any, for each CCRE Mortgage Loan with multiple Mortgaged Properties or, to the extent identified by origination counsel, for each CCRE Mortgage Loan with permitted outparcel releases or similar releases for compliance with the REMIC provisions of the Code.

CCRE Lending prepared, and reviewed with originating counsel and/or securitization counsel, the loan summaries for those of the CCRE Mortgage Loans included in the 10 largest Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the CCRE Mortgage Loans included in the next 5 largest Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in “Structural and Collateral Term Sheet” in Annex B this free writing prospectus.

203

Other Review Procedures. In connection with the origination of each CCRE Mortgage Loan, CCRE Lending conducted a search with respect to each borrower under the related CCRE Mortgage Loan to determine whether it filed for bankruptcy. With respect to any material pending litigation that existed at the origination of any CCRE Mortgage Loan, CCRE Lending requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. If CCRE Lending became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a CCRE Mortgage Loan, CCRE Lending obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

With respect to the CCRE Mortgage Loans originated by CCRE Lending, the CCRE Deal Team also consulted with the applicable CCRE Mortgage Loan origination team to confirm that the CCRE Mortgage Loans were originated in compliance with the origination and underwriting criteria described below under “—The Originators—Cantor Commercial Real Estate Lending, L.P.” below. See “—The Originators—Cantor Commercial Real Estate Lending, L.P.—Exceptions to Underwriting Criteria” below.

Findings and Conclusions. Based on the foregoing review procedures, CCRE Lending determined that the disclosure regarding the CCRE Mortgage Loans in this free writing prospectus is accurate in all material respects. CCRE Lending also determined that the CCRE Mortgage Loans were originated in accordance with CCRE Lending’s origination procedures and underwriting criteria. CCRE Lending attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Repurchase Requests

CCRE Commercial Mortgage Securities, L.P. (the “CCRE Depositor”), an affiliate of CCRE Lending through which certain of CCRE Lending’s prior securitization activity has been conducted, most recently filed a Form ABS-15G pursuant to Rule 15Ga-1 under the Exchange Act on February 13, 2012. The CCRE Depositor’s Central Index Key is 0001515166. With respect to the period from and including October 1, 2011 to and including June 30, 2015, the CCRE Depositor did not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations. CCRE Lending most recently filed a Form ABS-15G pursuant to Rule 15Ga-1 under the Exchange Act on February 5, 2015. CCRE Lending’s Central Index Key is 0001558761. With respect to the period from and including October 1, 2011 to and including June 30, 2015, CCRE Lending did not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

Compensation of the Sponsors

In connection with the offering and sale of the Certificates contemplated by this free writing prospectus, the Sponsors (including affiliates of the Sponsors) will be compensated for the sale of their respective Mortgage Loans in an amount equal to the excess, if any, of:

(a)     the sum of any proceeds received from the sale of the Certificates to investors and the sale of servicing rights to Midland Loan Services, a Division of PNC Bank, National Association for the servicing of the Mortgage Loans, over

(b)     the sum of the costs and expense of originating or acquiring the Mortgage Loans and the costs and expenses related to the issuance, offering and sale of the Certificates as described in this free writing prospectus.

The mortgage servicing rights were sold to the Master Servicer for a price based on the value of the Servicing Fee to be paid to the Master Servicer with respect to each Mortgage Loan and the value of the right to earn income on investments on amounts held by the Master Servicer with respect to the Mortgage Loans.

204

The Depositor

GS Mortgage Securities Corporation II is the depositor with respect to the Issuing Entity (in such capacity, the “Depositor”). The Depositor is a Delaware corporation and was formed in 1995 for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trusts in exchange for certificates evidencing interests in the trusts and selling or otherwise distributing the certificates. The sole shareholder of the Depositor is The Goldman Sachs Group, Inc. (NYSE:GS). The Depositor’s executive offices are located at 200 West Street, New York, New York 10282, telephone number (212) 902-1000. The Depositor will not have any material assets. The Depositor is an affiliate of GSMC, a Sponsor and an Originator, GS CRE, an Originator, and Goldman, Sachs & Co., one of the underwriters.

After establishing the Issuing Entity, the Depositor will have minimal ongoing duties with respect to the Certificates and the Mortgage Loans. The Depositor’s ongoing duties will include: (i) appointing a successor trustee or certificate administrator in the event of the removal of the Trustee or Certificate Administrator, (ii) paying any ongoing fees (such as surveillance fees) of the Rating Agencies, (iii) promptly delivering to the Certificate Administrator any document that comes into the Depositor’s possession that constitutes part of the Mortgage File or servicing file for any Mortgage Loan, (iv) upon discovery of a breach of any of the representations and warranties of the Master Servicer, the Special Servicer or the Operating Advisor which materially and adversely affects the interests of the Certificateholders, giving prompt written notice of such breach to the affected parties, (v) providing information in its possession with respect to the Certificates to the Certificate Administrator to the extent necessary to perform REMIC administration, (vi) indemnifying the Issuing Entity, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer for any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties arising from the Depositor’s willful misconduct, bad faith, fraud and/or negligence in the performance of its duties contained in the Pooling and Servicing Agreement or by reason of negligent disregard of its obligations and duties under the Pooling and Servicing Agreement, and (vii) signing any annual report on Form 10-K, including the required certification in Form 10-K under the Sarbanes-Oxley Act of 2002, and any distribution reports on Form 10-D and Current Reports on Form 8-K required to be filed by the Issuing Entity.

On the Closing Date, the Depositor will acquire the Mortgage Loans from each Sponsor and will simultaneously transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders. See “The Depositor” in the prospectus.

205

The Originators

Goldman Sachs Mortgage Company, GS Commercial Real Estate LP and CCRE Lending are referred to as the “Originators” in this free writing prospectus.

The information set forth in this free writing prospectus concerning the Originators and their underwriting standards has been provided by the Originators.

The Goldman Originators

Overview. Each of GSMC and GS CRE, each an Originator, are affiliated with each other and with Goldman, Sachs & Co., one of the underwriters, and the Depositor. GSMC and GS CRE are referred to as the “Goldman Originators” in this free writing prospectus.

The primary business of each Goldman Originator is the underwriting and origination, either by itself or together with another originator, of mortgage loans secured by commercial or multifamily properties. The commercial mortgage loans originated by each Goldman Originator include both fixed and floating rate commercial mortgage loans and such commercial mortgage loans are often included in both public and private securitizations. Many of the commercial mortgage loans originated by GS CRE are acquired by GSMC and sold to securitizations in which GSMC acts as sponsor and/or loan seller.

Fixed Rate Commercial Mortgage Loans⁽¹⁾

Year	Total Goldman Originator Fixed Rate Loans Originated (approximate)	Total Goldman Originator Fixed Rate Loans Securitized (approximate)
2014	$2.9 billion	$3.1 billion
2013	$5.0 billion	$5.3 billion
2012	$5.6 billion	$4.6 billion
2011	$2.3 billion	$2.2 billion
2010	$1.6 billion	$1.1 billion
2009	$400 million	$400 million

Floating Rate Commercial Mortgage Loans⁽¹⁾

Year	Total Goldman Originator Floating Rate Loans Originated (approximate)	Total Goldman Originator Floating Rate Loans Securitized (approximate)
2014	$3.2 billion	$2.0 billion
2013	$777 million	$1.3 billion
2012	$1.9 billion	$0
2011	$140 million	$0
2010	$0	$0
2009	$40 million	$0

(1) Represents origination for all Goldman Originators and affiliates of Goldman Originators originating commercial mortgage loans.

Origination and Underwriting Process. Each Goldman Originator’s commercial mortgage loans are primarily originated in accordance with the origination procedures and underwriting criteria described below. However, variations from these procedures and criteria may occur as a result of various conditions including each loan’s specific terms, the quality or location of the underlying real estate, the property’s tenancy profile, the background or financial strength of the borrower/sponsor, or any other pertinent information deemed material by the applicable Goldman Originator. Therefore, this general description of the Goldman Originators’ origination procedures and underwriting criteria is not intended as a representation that every commercial mortgage loan originated by it complies entirely with all procedures and criteria set forth below. For important information about the circumstances that have affected the underwriting of a GSMC Mortgage Loan in the mortgage pool, see “—Exceptions to

206

Underwriting Criteria” below and “Annex E-2—Exceptions to Sponsor Representations and Warranties” in this free writing prospectus.

The underwriting process for each mortgage loan originated by a Goldman Originator is performed by an origination team comprised of real estate professionals which typically includes an originator, analyst, loan officer and commercial closer. This team conducts a review of the related mortgaged property, which typically includes an examination of historical operating statements (if available), rent rolls, certain tenant leases, current and historical real estate tax information, insurance policies and/or schedules, and third party reports pertaining to appraisal/valuation, zoning, environmental status and physical condition/seismic/engineering. In certain cases, the Goldman Originator may engage an independent third party due diligence provider, pursuant to a program of specified procedures, to assist in the underwriting and preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by the Goldman Originator origination team.

A member of the applicable Goldman Originator origination team performs or engages a third party to perform an inspection of the property in order to assess the physical quality of the collateral, confirm tenancy, and determine visibility and accessibility of the property as well as proximity to major thoroughfares, transportation centers, employment sources, retail areas, educational facilities and recreational areas. Such site inspections are also generally used to assess the submarket in which the property is located and to evaluate the property’s competitiveness within its market.

The applicable Goldman Originator origination team also performs a review of the financial status, credit history and background of the borrower and certain key principals of the borrower. Among the items generally reviewed are financial statements, independent credit reports, criminal/background investigations, and specific searches in select jurisdictions for judgments, liens, bankruptcy and pending litigation.

After the compilation and review of all documentation and other relevant considerations, the origination team finalizes its underwriting analysis of the property’s cash flow in accordance with the property specific cash flow underwriting guidelines of the applicable Goldman Originator. Determinations are also made regarding the implementation of appropriate loan terms to structure around risks, resulting in features such as ongoing escrows or up front reserves, letters of credit, lockboxes/cash management agreements or guarantees. A complete credit committee package is prepared to summarize all of the above referenced information.

All commercial mortgage loans must be presented to one or more credit committees which consist of senior real estate professionals, among others. After a review of the credit committee package and a discussion of the loan, the committee may approve the loan as recommended or request additional due diligence, modify the terms, or reject the loan entirely.

Each Goldman Originator’s underwriting guidelines generally require that a mortgage loan have, at origination, a minimum debt service coverage ratio of 1.20x and maximum loan-to-value ratio of 80%. However these thresholds are guidelines and exceptions may be made on the merits of each individual loan taking into account such factors as reserves, letters of credit and/ or guarantees, the applicable Goldman Originator’s judgment of the property and/or market performance in the future.

Certain properties may also be encumbered by, or otherwise support payments on, subordinate debt and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. It is possible that a Goldman Originator or an affiliate will be a lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory. When such additional debt is taken into account, the aggregate debt may not conform to the aforementioned debt service coverage ratio and loan-to-value ratio parameters.

Each Goldman Originator may require borrowers to fund various escrows for taxes, insurance, capital expenses and replacement reserves. In addition, each Goldman Originator may identify certain risks that warrant additional escrows or holdbacks for items such as leasing-related matters, deferred maintenance, environmental remediation or unfunded obligations, which escrows or holdbacks would be released upon

207

satisfaction of the applicable conditions. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. In some cases, the borrower may be allowed to post a letter of credit or guaranty in lieu of a cash reserve, or provide periodic evidence of timely payment of a typical escrow item. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans originated by the Goldman Originators.

Generally, the required escrows for GSMC Mortgage Loans are as follows:

· Taxes—An initial deposit and monthly escrow deposits equal to 1/12^th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy all taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional or high net-worth individual property sponsor or (ii) if the related mortgaged property is a single tenant property in which the related tenant is required to pay taxes directly.

· Insurance—An initial deposit and monthly escrow deposits equal to 1/12^th of the annual property insurance premium are typically required to pay all insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related borrower maintains a blanket insurance policy or (ii) if the related mortgaged property is a single tenant property and the related tenant is required to obtain insurance directly or self-insures.

· Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure.

· Tenant Improvement / Leasing Commissions—Tenant improvement / leasing commission reserves may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related mortgaged property is a single tenant property and the related tenant’s lease extends beyond the loan term or (ii) where rent at the related mortgaged property is considered below market.

· Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the function, performance or value of the property or (iii) if the related mortgaged property is a single tenant property the tenant is responsible for the repairs.

· Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues or (ii) environmental insurance is obtained or already in place.

For a description of the escrows collected with respect to the GSMC Mortgage Loans, please see Annex A to this free writing prospectus.

208

Each Goldman Originator and its origination counsel will generally examine whether the use and occupancy of the property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and/or representations by the related borrower. In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, Goldman Originator may require an endorsement to the title insurance policy and/or the acquisition of law and ordinance coverage in the casualty insurance policy with respect to the particular non-conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild; or (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the property would be acceptable; or (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (iv) a cash reserve, a letter of credit or an agreement imposing recourse liability from a principal of the borrower is provided to cover losses.

The borrower is required to provide, and each Goldman Originator or its origination counsel typically will review, a title insurance policy for each property. The title insurance policies provided typically must meet the following requirements: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Except in certain instances where credit rated tenants are required to obtain insurance or may self-insure, each Goldman Originator typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser (x) of the outstanding principal balance of the mortgage loan and (y) 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Flood insurance, if available, must be in effect for any mortgaged property that at the time of origination included material improvements in any area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of: (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property and (iii) the maximum amount of insurance available under the National Flood Insurance Act of 1968, except in some cases where self-insurance is permitted.

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, each of the mortgage loans requires that the related property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates. In some cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

Each mortgage typically also requires the borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders.

209

Each mortgage typically further requires the related borrower to maintain business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months.

Although properties are typically not insured for earthquake risk, a borrower will be required to obtain earthquake insurance if the seismic report indicates that the PML or SEL is greater than 20%.

In the course of originating their respective Mortgage Loans, the Goldman Originators generally considered the results of third party reports as described below:

· Appraisal—Each Goldman Originator obtains an appraisal or an update of an existing appraisal for each mortgaged property prepared by an appraisal firm approved in accordance with the applicable Goldman Originator’s internal documented appraisal policy. Each Goldman Originator origination team and a third party consultant engaged by the Goldman Originator typically reviews the appraisal. All appraisals are conducted by an independent appraiser that is state certified, an appraiser belonging to the Appraisal Institute, a member association of professional real estate appraisers, or any otherwise qualified appraiser. All appraisals are conducted in accordance with the Uniform Standards of Professional Appraisal Practices. In addition, the appraisal report (or a separate letter) includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.

· Environmental Report—Each Goldman Originator obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm approved by the applicable Goldman Originator. In certain cases, the borrower may have obtained the Phase I site assessment, and the assessment is then re-addressed to the Goldman Originator. Each Goldman Originator origination team and a third party environmental consultant engaged by the Goldman Originator or the borrower typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the Goldman Originator or the environmental consultant believes that such an analysis is warranted under the circumstances. In cases in which the Phase I site assessment identifies any potential adverse environmental conditions and no third party is identified as responsible for such condition, or the condition has not otherwise been satisfactorily mitigated, the Goldman Originator generally requires additional environmental testing, such as a Phase II environmental assessment on the related mortgaged property, an environmental insurance policy, the borrower to conduct remediation activities or to establish an operations and maintenance plan, or to place funds in escrow to be used to address any required remediation.

· Physical Condition Report—Each Goldman Originator obtains a physical condition report (“PCR”) or an update of a previously obtained PCR for each mortgaged property prepared by a structural engineering firm approved by the applicable Goldman Originator to assess the structure, exterior walls, roofing, interior structure and/ or mechanical and electrical systems. In certain cases, the borrower may have obtained the PCR, and the PCR is then re-addressed to the Goldman Originator. Each Goldman Originator and a third party structural consultant engaged by the Goldman Originator or the borrower typically reviews the PCR to determine the physical condition of the property, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the PCR identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, the Goldman Originator generally requires that funds be put in escrow at the time of origination of the mortgage loan to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves.

210

· Seismic—Each Goldman Originator generally obtains a seismic report or an update of a previously obtained seismic report for all mortgaged properties located in seismic zone 3 or 4 to assess probable maximum loss (“PML”) or scenario expected loss (“SEL”) for the related mortgaged property. In certain cases, the borrower may have obtained the seismic report and the seismic report is then re-addressed to the Goldman Originator.

Exceptions to Underwriting Criteria. Except as described below, none of the GSMC Mortgage Loans have exceptions to the related underwriting criteria.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Lake Forest Place, representing approximately 2.3% of the Initial Pool Balance, the Cut-off Date LTV Ratio calculated using the “as-is” appraised value is 80.9%, which is greater than the maximum Cut-off Date LTV Ratio of 80% generally required by GSMC’s underwriting standards. In the appraisal, the appraiser deducted $1,819,000 for planned capital projects in the analysis, resulting in an “as-is” appraised value of $23,000,000. At origination, $1,819,300 was reserved for the capital items. When the $1,819,300 is added to the “as-is” appraised value of $23,000,000, the result is a Cut-off Date LTV Ratio of 75.0%. Based on the foregoing factors and GSMC’s evaluation of the quality of the Mortgaged Property, GSMC approved the inclusion of the Mortgage Loan into this securitization transaction.

Servicing. Interim servicing for some of the loans originated by a Goldman Originator prior to securitization is typically performed by an interim servicer that is unaffiliated with the Goldman Originators. Additionally, primary servicing may occasionally be retained by certain qualified mortgage brokerage firms under established sub-servicing agreements with the applicable Goldman Originator, which may be retained post-securitization including the applicable fees. Otherwise, servicing responsibilities are transferred from the unaffiliated interim servicer to the master servicer of the securitization trust (and a primary servicer when applicable) at closing of the securitization.

Cantor Commercial Real Estate Lending, L.P.

Overview. CCRE Lending’s commercial mortgage loans are generally originated in accordance with the underwriting criteria described below; however, variations from these guidelines may be implemented as a result of various conditions, including each loan’s specific terms, the quality or location of the underlying real estate, the property’s tenancy profile, the background or financial strength of the borrower/loan sponsor, or any other pertinent information deemed material by CCRE Lending. Therefore, this general description of CCRE Lending’s underwriting standards is not intended as a representation that every CCRE Mortgage Loan complies entirely with all criteria set forth below.

Loan Analysis. The credit underwriting process for each CCRE Lending loan is performed by a team comprised of real estate professionals that typically includes a senior member, originator, underwriter, transaction manager and loan closer. This team is required to conduct a thorough review of the related mortgaged property, which typically includes an examination of historical operating statements, rent rolls, tenant leases, current and historical real estate tax information, insurance policies and/or schedules, and third party reports pertaining to appraisal/valuation, zoning, environmental status and physical condition/seismic/engineering.

A member of the CCRE Lending team or an agent of CCRE Lending is required to perform an inspection of the property as well as a review of the surrounding market area, including demand generators and competing properties, in order to confirm tenancy information, assess the physical quality of the collateral, determine visibility and access characteristics, and evaluate the property’s competitiveness within its market.

The CCRE Lending team or an affiliate of CCRE Lending, along with a third party provider engaged by CCRE Lending, also performs a detailed review of the financial status, credit history and background of the borrower and certain key principals through financial statements, income tax returns, credit reports, criminal/background investigations, and specific searches for judgments, liens, bankruptcy and pending

211

litigation. Circumstances may also warrant an examination of the financial strength and credit of key tenants as well as other factors that may impact the tenants’ ongoing occupancy or ability to pay rent.

After the compilation and review of all documentation and other relevant considerations, the CCRE Lending team finalizes its detailed underwriting analysis of the property’s cash flow in accordance with CCRE Lending’s property-specific, cash flow underwriting guidelines. Determinations are also made regarding the implementation of appropriate loan terms to structure in a manner to mitigate risks, resulting in features such as ongoing escrows or upfront reserves, letters of credit, lockboxes/cash management agreements or guarantees. A complete credit committee package is prepared to summarize all of the above-referenced information.

Loan Approval. All commercial mortgage loans must be presented to one or more credit committees that consist of senior real estate and finance professionals of CCRE Lending and its affiliates among others. After a review of the credit committee package and a discussion of the loan, the committee may approve the loan as recommended, request additional due diligence or loan structure, modify the terms, or reject the loan entirely.

Debt Service Coverage Ratio and Loan-to-Value Ratio. CCRE Lending’s underwriting standards generally require a minimum debt service coverage ratio (“DSCR”) of 1.20x and maximum loan-to-value (“LTV”) ratio of 80%; however, these thresholds are guidelines and exceptions may be made on the merits of each loan. Certain properties may also be encumbered by subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower, which when such mezzanine or subordinate debt is taken into account, may result in aggregate debt that does not conform to the aforementioned parameters; namely, the DSCRs described above will be lower based on the inclusion of the payments related to such additional debt and the LTV ratios described above will be higher based on the inclusion of the amount of any such additional subordinate debt and/or mezzanine debt.

The aforementioned DSCR requirements pertain to the underwritten cash flow at origination and may not hold true for each CCRE Mortgage Loan as reported in this free writing prospectus. Property and loan information is typically updated for securitization, including an update or re-underwriting of the property’s cash flow, which may reflect positive or negative developments at the property or in the market that have occurred since origination, possibly resulting in an increase or decrease in the DSCR.

Additional Debt. Certain mortgage loans may have, or permit in the future, certain additional subordinate debt, whether secured or unsecured, and/or mezzanine debt. It is possible that CCRE Lending or an affiliate thereof may be the lender on that additional subordinate debt and/or mezzanine debt.

Amortization Requirements. While CCRE Lending’s underwriting guidelines generally permit a maximum amortization period of 30 years, certain loans may provide for interest-only payments through maturity or for an initial portion of the mortgage loan term; however, if the loan entails only a partial interest-only period, the monthly debt service, annual debt service and DSCR set forth in this free writing prospectus will reflect a calculation on the future (larger) amortizing loan payment.

Assessments of Property Condition. As part of the underwriting process, the property assessments and reports described below will typically be obtained:

· Appraisals. Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan that meets the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. In some cases, however, the value of the subject real property collateral may be established based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

212

· Environmental Assessment. In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective commercial, multifamily or manufactured housing community mortgage loan. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the originator or an environmental consultant believes that such an analysis is warranted under the circumstances. Depending on the findings of the initial environmental assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; that the borrower conduct remediation activities or establish an operations and maintenance plan; and/or a guaranty or reserve with respect to environmental matters.

· Engineering Assessment. In connection with the origination process, in most cases it will be required that an engineering firm inspect the real property collateral for any prospective commercial, multifamily or manufactured housing community mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, the appropriate response will be determined to any recommended repairs, corrections or replacements and any identified deferred maintenance.

· Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.

Notwithstanding the foregoing, engineering inspections and seismic reports will generally not be required or obtained by the originator in connection with the origination process in the case of mortgage loans secured by real properties that are subject to a ground lease, triple-net lease or other long-term lease, or in the case of mortgage loans that are not collateralized by any material improvements on the real property collateral.

Title Insurance. The borrower is required to provide, and CCRE Lending or its origination counsel will typically review, a title insurance policy for each property. The title insurance policies provided typically must be: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) issued such that protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) issued such that if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Casualty Insurance. Except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, CCRE Lending typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Flood insurance, if available, must be in effect for any mortgaged property that at the time of origination included material improvements in any area identified as a special flood hazard area in the Federal Register by the Federal Emergency Management Agency. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a

213

generally acceptable insurance carrier and be in an amount representing coverage not less than the least of (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property or, in cases where only a portion of the property is in the flood zone, the full insurable value of the portion of the property contained in the flood zone, and (iii) the maximum amount of insurance available under the National Flood Insurance Program, except in some cases where self-insurance was permitted.

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, each of the mortgage loans requires that the related property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates. In all (or substantially all) cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

The Mortgage Loan documents typically also require the borrower to maintain: (i) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders; and (ii) business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months.

Although properties are typically not insured for earthquake risk, a borrower will be required to obtain earthquake insurance if the property has material improvements and the seismic report indicates that the probable maximum loss (“PML”) or scenario expected loss (“SEL”) is greater than 20%.

Zoning and Building Code Compliance. In connection with the origination of a commercial, multifamily or manufactured housing community mortgage loan, the originator will generally examine whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and/or representations by the related borrower.

In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, CCRE Lending may require an endorsement to the title insurance policy or the acquisition of law and ordinance or similar insurance with respect to the particular non-conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild; (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the property would be acceptable; (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (iv) a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

If a material violation exists with respect to a mortgaged property, CCRE Lending may require the borrower to remediate such violation and, subject to the discussion under “—Escrow Requirements” below, establish a reserve to cover the cost of such remediation, unless a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

Escrow Requirements. Based on the originator’s analysis of the real property collateral, the borrower and the principals of the borrower, a borrower under a commercial, multifamily or manufactured housing community mortgage loan may be required to fund various escrows for taxes, insurance, replacement reserves, tenant improvements/leasing commissions, deferred maintenance and/or environmental remediation. A case-by-case analysis will be conducted to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every commercial, multifamily and manufactured housing community mortgage loan originated by CCRE Lending. Furthermore, CCRE Lending may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being

214

paid or addressed. In some cases, CCRE Lending may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve. In some cases, CCRE Lending may determine that establishing an escrow or reserve is not warranted because a tenant or other third party has agreed to pay the subject cost or expense for which the escrow or reserve would otherwise have been established.

Generally, subject to the discussion in the prior paragraph, the required escrows for commercial, multifamily and manufactured housing community mortgage loans originated by CCRE Lending are as follows:

· Taxes—Monthly escrow deposits equal to 1/12^th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy real estate taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, or (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is required to pay taxes directly.

· Insurance—Monthly escrow deposits equal to 1/12^th of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, (ii) if the related borrower maintains a blanket insurance policy, or (iii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure.

· Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for all repairs and maintenance, or (ii) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve.

· Tenant Improvement/Lease Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve.

· Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a

215

specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve.

· Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve.

For a description of the escrows collected with respect to the CCRE Mortgage Loans, please see Annex A to this free writing prospectus.

Exceptions to Underwriting Criteria. None of the CCRE Mortgage Loans have exceptions to the related underwriting criteria.

Servicing. Interim servicing for all loans originated by CCRE Lending prior to securitization is typically performed by an unaffiliated third party such as Wells Fargo Bank, National Association or Midland Loan Services, a Division of PNC Bank, National Association. However, primary servicing may be occasionally retained by certain qualified subservicers under established sub-servicing agreements with CCRE Lending, which may be retained post-securitization. Otherwise, servicing responsibilities will be transferred from such third party servicer to the master servicer of the securitization trust (and a primary servicer when applicable) at closing. From time to time, the original third party servicer may retain primary servicing.

The Issuing Entity

The Issuing Entity, GS Mortgage Securities Trust 2015-GS1, is a New York common law trust that will be formed on the Closing Date pursuant to the Pooling and Servicing Agreement. The only activities that the Issuing Entity may perform are those set forth in the Pooling and Servicing Agreement, which are generally limited to owning and administering the Mortgage Loans and any REO Property (which includes, with respect to the Non-Serviced Whole Loans, the Issuing Entity’s interest in any REO Property acquired with respect to such Non-Serviced Whole Loans pursuant to the applicable Other PSA, but does not include the Serviced Companion Loan’s pro rata interest in any such REO Property), disposing of Defaulted Mortgage Loans and REO Property, issuing the Certificates, making distributions, providing reports to certificateholders and other activities described in this free writing prospectus. Accordingly, the Issuing Entity may not issue securities other than the Certificates, or invest in securities, other than investing of funds in the Collection Account and other accounts maintained under the Pooling and Servicing Agreement in certain short-term high-quality investments. The Issuing Entity may not lend or borrow money, except that the Master Servicer and the Trustee may make advances of delinquent monthly debt service payments to the Issuing Entity, and the Master Servicer, the Special Servicer and the Trustee may make servicing advances to the Issuing Entity, but in each case only to the extent it deems such advances to be recoverable from the related Mortgage Loan; such advances are intended to provide liquidity, rather than credit support. The Pooling and Servicing Agreement may be amended as set forth under “The Pooling and Servicing Agreement—Amendment” in this free writing prospectus. The Issuing Entity administers the Mortgage Loans through the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. A discussion of the duties of the

216

Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor, including any discretionary activities performed by each of them, is set forth under “—The Trustee”, “—The Certificate Administrator”, “—Servicers—The Master Servicer”, “—Servicers—The Special Servicer”, “—The Operating Advisor”, “Description of the Offered Certificates” and “The Pooling and Servicing Agreement” in this free writing prospectus.

The only assets of the Issuing Entity other than the Mortgage Loans and any REO Properties (which includes, with respect to the Non-Serviced Whole Loans, the Issuing Entity’s interest in any REO Property acquired with respect to such Non-Serviced Whole Loans pursuant to the applicable Other PSA, but does not include the Serviced Companion Loan’s pro rata interest in any such REO Property) are the Distribution Accounts and other accounts maintained pursuant to the Pooling and Servicing Agreement and the short-term investments in which funds in the Distribution Accounts and other accounts are invested. The Issuing Entity has no present liabilities, but has potential liability relating to ownership of the Mortgage Loans and any REO Properties, including, with respect to the Non-Serviced Whole Loans, the Issuing Entity’s interest in any REO Property acquired pursuant to the applicable Other PSA and the other activities described in this free writing prospectus, and indemnity obligations to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor and various related persons. The fiscal year of the Issuing Entity is the calendar year. The Issuing Entity has no executive officers or board of directors and acts through the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor.

The Depositor is contributing the Mortgage Loans to the Issuing Entity. The Depositor is purchasing the Mortgage Loans from the Sponsors, as described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

Since the Issuing Entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the trust would be characterized as a “business trust”.

The Certificate Administrator

Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, will act as certificate administrator (in that capacity, the “Certificate Administrator”), as custodian and as paying agent under the Pooling and Servicing Agreement. Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $1.7 trillion in assets and approximately 265,000 employees as of December 31, 2014, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The transaction parties and any Companion Loan holder may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank maintains principal corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations) and its office for certificate transfer services is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.

Under the terms of the Pooling and Servicing Agreement, Wells Fargo Bank is responsible for securities administration, which includes pool performance calculations, distribution calculations and the preparation of monthly distribution reports. As certificate administrator, Wells Fargo Bank is responsible for the preparation and filing of all REMIC and grantor trust tax returns on behalf of the trust fund and, to the extent required, the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the Issuing Entity. Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995,

217

and in connection with commercial mortgage-backed securities since 1997. As of December 31, 2014, Wells Fargo Bank was acting as securities administrator with respect to more than $171 billion of outstanding commercial mortgage-backed securities.

Wells Fargo Bank is acting as custodian of the mortgage loan files pursuant to the Pooling and Servicing Agreement. In that capacity, Wells Fargo Bank is required to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the Trustee and the Certificateholders. Wells Fargo Bank maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of December 31, 2014, Wells Fargo Bank was acting as custodian of more than 116,000 commercial mortgage loan files.

Wells Fargo Bank serves or may have served within the past two years as loan file custodian for various mortgage loans owned by a Sponsor or an affiliate of such Sponsor, one or more of which mortgage loans may be included in the Issuing Entity. The terms of any custodial agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, in its capacity as trustee under 276 residential mortgage backed securities (“RMBS“) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a civil complaint in the United States District Court for the Southern District of New York against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Complaint”). In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee’s alleged failure to (i) enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default purportedly caused by breaches by mortgage loan servicers, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank and other trustees by RMBS investors in these and other transactions. There can be no assurance as to the outcome of any of these litigations, or the possible impact of the litigation on the trustee or the RMBS trusts. However, Wells Fargo Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

The foregoing information has been provided by Wells Fargo Bank. None of the Depositor, the underwriters, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

The Certificate Administrator may resign at any time by giving 30 days written notice to, among others, the other parties to the Pooling and Servicing Agreement. However, no such resignation will be effective until a successor has been appointed. Upon such notice, the Master Servicer will appoint a successor Certificate Administrator. If no successor Certificate Administrator is appointed within one month after the giving of such notice of resignation, the resigning Certificate Administrator may petition the court for appointment of a successor Certificate Administrator.

218

The Depositor may remove the Certificate Administrator (and appoint a successor Certificate Administrator) upon 30 days written notice if, among other things, the Certificate Administrator ceases to be eligible to continue as such under the Pooling and Servicing Agreement or if at any time the Certificate Administrator becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the Certificate Administrator or its property is appointed or any public officer takes charge or control of the Certificate Administrator or of its property. The holders of Certificates evidencing more than 50% of the aggregate Voting Rights allocated to all the Certificates may remove the Certificate Administrator (and appoint a successor Certificate Administrator, as applicable) upon 30 days written notice to the Depositor, the Master Servicer and the Certificate Administrator.

Any resignation or removal of the Certificate Administrator and appointment of a successor Certificate Administrator will not become effective until acceptance by the successor Certificate Administrator of the appointment. Notwithstanding the foregoing, upon any resignation or termination of the Certificate Administrator under the Pooling and Servicing Agreement, the Certificate Administrator will continue to be entitled to receive all accrued and unpaid compensation through the date of termination. The Certificate Administrator will be required to bear all reasonable out-of-pocket costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with any removal for cause or resignation of such Certificate Administrator as and to the extent required under the Pooling and Servicing Agreement; provided that if the Certificate Administrator is terminated without cause by the holders of Certificates evidencing more than 50% of the aggregate Voting Rights allocated to all the Certificates as provided in the preceding paragraph, then such holders will be required to pay all the reasonable costs and expenses (including reasonable attorney’s fees and expenses) of the Certificate Administrator necessary to effect the transfer of the rights and obligations (including custody of the Mortgage Loan files) of the Certificate Administrator to a successor Certificate Administrator. Any successor Certificate Administrator must have a combined capital and surplus of at least $50,000,000, and a rating on (a) its unsecured long term debt of at least “A2” by Moody’s, and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s, and (b) its unsecured short-term debt of at least “P-1” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Moody’s, or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation.

The Issuing Entity will indemnify the Certificate Administrator and certain related persons against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Certificate Administrator may sustain (including, without limitation, reasonable fees and disbursements of counsel and of all persons not regularly in its employ incurred by the Certificate Administrator in any action or proceeding between the Issuing Entity and the Certificate Administrator or between the Certificate Administrator and any third party or otherwise) in connection with the Pooling and Servicing Agreement or arising in respect of the Pooling and Servicing Agreement, the Mortgage Loans or the Certificates other than those resulting from the negligence, fraud, bad faith or willful misconduct, or the negligent disregard of obligations and duties under the Pooling and Servicing Agreement, of the Certificate Administrator. The Certificate Administrator will indemnify the Issuing Entity against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Issuing Entity as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the Certificate Administrator, or by reason of negligent disregard of the Certificate Administrator’s obligations or duties, under the Pooling and Servicing Agreement. The Certificate Administrator will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Pooling and Servicing Agreement, or in the exercise of any of its rights or powers, if in the Certificate Administrator’s opinion, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Certificate Administrator (except for the information under the first five paragraphs of this section entitled “—The Certificate Administrator”) will not make any representation as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates or the Mortgage Loans, this free writing prospectus or related documents.

219

The Certificate Administrator is required to perform only those duties specifically required under the Pooling and Servicing Agreement. Upon receipt of the various certificates, reports or other instruments required to be furnished to it, the Certificate Administrator is required to examine such documents and to determine whether they conform on their face to the requirements of the Pooling and Servicing Agreement.

The Certificate Administrator will not be accountable for the use or application by the Depositor of any Certificates issued to it or of the proceeds of the sale of such Certificates, or for the use of or application of any funds paid to the Depositor, the Trustee, the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans, or funds deposited in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any funds held by the Certificate Administrator, nor will the Certificate Administrator be required to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor under the Pooling and Servicing Agreement.

Pursuant to the Pooling and Servicing Agreement, the Certificate Administrator, at the cost and expense of the Depositor (other than with respect to the Distribution Date statements), based upon reports, documents, and other information provided to the Certificate Administrator, will be obligated to file with the SEC, in respect of the Issuing Entity and the Certificates, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and any other Form 8-K reports required to be filed pursuant to the Pooling and Servicing Agreement.

The Depositor may terminate the Certificate Administrator upon 5 business days’ notice if the Certificate Administrator fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement.

The Trustee

Wilmington Trust, National Association (“WTNA”) (formerly called M&T Bank, National Association) will act as trustee (in such capacity, the “Trustee”) on behalf of the Certificateholders pursuant to the Pooling and Servicing Agreement. WTNA is a national banking association with trust powers incorporated in 1995. WTNA’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions. As of December 31, 2014, WTNA served as trustee on over 1,500 mortgage-backed related securities transactions having an aggregate original principal balance of in excess of $64 billion, of which approximately 77 were commercial mortgage-backed securities transactions having an aggregate original principal balance of approximately $44 billion.

The Depositor, the underwriters, the Sponsors, the Master Servicer, the Special Servicer and the Certificate Administrator may maintain banking and other commercial relationships with WTNA and its affiliates. In its capacity as trustee on commercial mortgage securitizations, WTNA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance. In the past three years, WTNA and its affiliates have not been required to make an advance on a commercial mortgage-backed securities transaction.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a material adverse effect on its services as Trustee.

The foregoing information concerning WTNA has been provided by it. None of the Depositor, the underwriters, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating

220

Advisor, or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

The Trustee may resign at any time by giving written notice to, among others, the other parties to the Pooling and Servicing Agreement. However, no such resignation will be effective until a successor has been appointed. Upon such notice, the Master Servicer will appoint a successor Trustee. If no successor Trustee is appointed within one month after the giving of such notice of resignation, the resigning Trustee may petition the court for appointment of a successor Trustee.

The Depositor may remove the Trustee (and appoint a successor Trustee) if, among other things, the Trustee ceases to be eligible to continue as such under the Pooling and Servicing Agreement or if at any time the Trustee becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or its property is appointed or any public officer takes charge or control of the Trustee or of its property. The holders of Certificates evidencing more than 50% of the aggregate Voting Rights allocated to all Certificates may remove the Trustee (and appoint a successor Trustee) upon written notice to the Depositor, the Master Servicer, the Certificate Administrator and the Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee will not become effective until acceptance by the successor Trustee of the appointment. Notwithstanding the foregoing, upon any resignation or termination of the Trustee under the Pooling and Servicing Agreement, the Trustee will continue to be entitled to receive all accrued and unpaid compensation through the date of termination plus reimbursement for all Advances made by it and interest on those Advances as provided in the Pooling and Servicing Agreement. The Trustee will be required to bear all reasonable out-of-pocket costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with any removal or resignation of such Trustee as and to the extent required under the Pooling and Servicing Agreement; provided that if the Trustee is terminated without cause by the holders of Certificates evidencing more than 50% of the aggregate Voting Rights allocated to all the Certificates as provided in the preceding paragraph, then such holders will be required to pay all the reasonable costs and expenses of the Trustee necessary to effect the transfer of the rights and obligations of the Trustee to a successor Trustee. Any successor Trustee must have a combined capital and surplus of at least $50,000,000, and a rating on (a) its unsecured long term debt of at least “A2” by Moody’s, “A” by DBRS (or if not rated by DBRS, the equivalent by 2 other Rating Agencies) and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2” by Moody’s, “A(low)” by DBRS and, if rated by KBRA, a rating by KBRA at least equivalent to “Baa2” by Moody’s if the Master Servicer maintains a rating of at least “A2” by Moody’s, “A” by DBRS and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s), and (b) its unsecured short-term debt of at least “P-1” by Moody’s and if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Moody’s and “R-1(low)” by DBRS (or if not rated by DBRS, the equivalent by 2 other Rating Agencies) (provided that the Trustee may maintain a short term unsecured debt rating of at least “P-2” by Moody’s if the Master Servicer maintains a short term debt rating of “P-1” by Moody’s), or have such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation.

In addition, certain provisions regarding the obligations and duties of the Trustee, including those related to resignation and termination, may be subject to amendment in connection with a TIA Applicability Determination. See “The Pooling and Servicing Agreement—Amendment” in this free writing prospectus.

The Issuing Entity will indemnify the Trustee and certain related persons against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain (including, without limitation, reasonable fees and disbursements of counsel and of all persons not regularly in its employ incurred by the Trustee in any action or proceeding between the Issuing Entity and the Trustee or between the Trustee and any third party or otherwise) in connection with the Pooling and Servicing Agreement or arising in respect of the Pooling and Servicing Agreement, the Mortgage Loans or the Certificates other than those resulting from the negligence, fraud, bad faith or willful misconduct, or the negligent disregard of obligations and duties under the Pooling and Servicing Agreement, of the Trustee.

221

The Trustee will indemnify the Issuing Entity against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Issuing Entity as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the Trustee, or by reason of negligent disregard of the Trustee’s obligations or duties, under the Pooling and Servicing Agreement. The Trustee will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Pooling and Servicing Agreement, or in the exercise of any of its rights or powers, if in the Trustee’s opinion, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuing Entity or property securing the same is located, the Depositor and the Trustee acting jointly will have the power to appoint one or more persons or entities approved by the Trustee to act (at the expense of the Trustee) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Issuing Entity, and to vest in such co-trustee or separate trustee such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. The appointment of a co-trustee or separate trustee will not relieve the Trustee of its responsibilities, obligations and liabilities under the Pooling and Servicing Agreement except as required by applicable law.

The Trustee (except for the information under the first 3 paragraphs of this section entitled “—The Trustee”) will make no representation as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates or the Mortgage Loans, this free writing prospectus or related documents.

The Trustee is required to perform only those duties specifically required under the Pooling and Servicing Agreement. Upon receipt of the various certificates, reports or other instruments required to be furnished to it, the Trustee is required to examine such documents and to determine whether they conform on their face to the requirements of the Pooling and Servicing Agreement.

The Trustee will not be accountable for the use or application by the Depositor of any Certificates issued to it or of the proceeds of the sale of such Certificates, or for the use of or application of any funds paid to the Certificate Administrator, the Master Servicer or the Special Servicer in respect of the Mortgage Loans, or for investment of such amounts (except for any investment of such amounts in investments issued by the Trustee in its commercial capacity), nor will the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (except advancing as described in this free writing prospectus), the Special Servicer, the Certificate Administrator or the Operating Advisor under the Pooling and Servicing Agreement unless the Trustee is acting as the successor to, and is vested with the rights, duties, powers and privileges of, the Master Servicer, the Special Servicer or the Operating Advisor in accordance with the terms of the Pooling and Servicing Agreement.

Trustee and Certificate Administrator Fee

Pursuant to the Pooling and Servicing Agreement, the Trustee and Certificate Administrator will be entitled to receive a monthly fee (the “Trustee/Certificate Administrator Fee”). The Trustee/Certificate Administrator Fee will be payable monthly from amounts received in respect of the Mortgage Loans and, as to each Mortgage Loan, will accrue at 0.00427% per annum (the “Trustee/Certificate Administrator Fee Rate”) which, together with the CREFC^® Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate and the Operating Advisor Fee Rate, is equal to the per annum rate set forth on Annex A to this free writing prospectus as the “Administrative Fee Rate”. The Trustee/Certificate Administrator Fee will be paid monthly to the Certificate Administrator and the Certificate Administrator will pay the Trustee its portion of the Trustee/Certificate Administrator Fee in accordance with the Pooling and Servicing Agreement. The Trustee/Certificate Administrator Fee will accrue on the Stated Principal Balance of each Mortgage Loan and will be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods. The Certificate Administrator also is authorized but not required to invest or direct the investment of funds held in the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account and the Interest Reserve Account in investments permitted under the Pooling and

222

Servicing Agreement, and the Certificate Administrator will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the Pooling and Servicing Agreement.

The Operating Advisor

Situs Holdings, LLC, a Delaware limited liability company (“SH”), will act as operating advisor under the Pooling and Servicing Agreement (in such capacity, the “Operating Advisor”).

The principal executive offices of SH are located at 5065 Westheimer, Suite 700E, Houston, Texas 77056. SH is a wholly owned subsidiary of an affiliated entity of Stone Point Capital LLC (“Stone Point”). Stone Point is a global private equity firm that has raised over $13 billion of committed capital. Stone Point targets investments in the global financial services industries, including insurance underwriting and distribution, mortgage services, benefits and healthcare, outsourcing services, specialty lending, asset management and retirement savings, and banking and depository institutions.

SH has a special servicer rating of “CSS2” from Fitch Ratings, Inc., “MOR CS1/Stable” from Morningstar Credit Ratings, LLC and is on Standard & Poor’s Ratings Services Select Servicer list as a United States Commercial Mortgage Special Servicer ranked “Above Average.” SH is approved by Moody’s Investors Service, Inc. and Kroll Bond Rating Agency, Inc. as a special servicer for CMBS transactions. As of September 30, 2015, SH directly managed 42 CMBS specially serviced assets with an aggregate unpaid principal balance (“UPB”) of approximately $476 million and 117 nonperforming whole loans with an aggregate UPB of approximately $747.9 million; and SH is the named special servicer on 14 CMBS transactions with an aggregate UPB of approximately $13.117 billion and 11 CMBS Single Family Rental transactions with an aggregate UPB of approximately $6.557 billion. As of September 30, 2015, SH is the named operating advisor, or equivalent, for 27 CMBS transactions with an aggregate UPB of approximately $28.3 billion.

In October 2011, Helios AMC, LLC acquired The Situs Companies LLC including its rated primary servicing subsidiary, Situs Asset Management LLC (“SAM”). Shortly thereafter, the name of Helios AMC, LLC was changed to Situs Holdings, LLC. The company organization was subsequently restructured such that SAM is no longer a subsidiary of Situs Holdings but rather SAM is a wholly owned subsidiary of Situs Group LLC, a company with the same ownership as Situs Holdings. A further corporate reorganization in 2014 resulted in Situs Holdings also being a wholly owned subsidiary of Situs Group LLC and therefore Situs Holdings and SAM are both subsidiaries of the same parent company, Situs Group LLC. Situs Group LLC also owns 100% of Hanover Street Capital, LLC. Hanover Street Capital, LLC is a commercial mortgage loan servicer which currently provides various services including due diligence, underwriting, asset management and loan servicing exclusively for Deutsche Bank and its affiliates or customers. SAM has a primary servicer rating of “CPS3+” and SAM is on S&P’s Select Servicer list as a United States Commercial Mortgage Primary Servicer ranked “Above Average”. As of September 30, 2015, SAM was the primary servicer for 1,130 loans with a UPB of approximately $25 billion. SitusServ L.P., an affiliate of SAM, was appointed the Operating Advisor for the first TALF securitization, DDR I Depositor LLC Trust 2009, a CMBS securitization with a UPB of approximately $400 million.

Unless otherwise noted, all the statistical information contained in this description is a composite of SH and SAM and its affiliates (“Situs”). Situs is involved in the commercial real estate advisory business and engages principally in:

· real estate consulting

· primary servicing

· CMBS special servicing

· asset management

223

· due diligence and underwriting

Since 1985, Situs has provided commercial real estate advisory, due diligence and business solutions to the lending and real estate industries. Situs has offices located across the United States in San Francisco, New York, and Houston as well as offices in London, Copenhagen and Frankfurt. Situs provides services to financial institutions, investors and servicers as well as to agencies of the United States Government. Situs’ providing of such services should not be considered an endorsement of such Mortgage Loans or Sponsors and Situs does not make any representations with respect to descriptions of such Mortgage Loans in this free writing prospectus and is not responsible for any information provided regarding such Mortgage Loans.

Situs has detailed policies and operating procedures to maintain compliance with its servicing obligations and the servicing standard under the applicable servicing agreements, including procedures for managing delinquent and specially serviced loans and trust/operating advisor responsibilities. Policies and procedures are reviewed annually and centrally managed. Furthermore Situs’ business continuity plan is reviewed annually.

No securitization transaction involving commercial mortgage loans in which Situs was acting as primary servicer, master servicer, special servicer or trust/operating advisor has experienced an event of default as a result of any action or inaction of Situs as primary servicer, master servicer, special servicer or trust/operating advisor, as applicable, or as a result of Situs’ failure to comply with applicable servicing criteria in connection with any securitization transaction. Situs has made all advances required to be made by it under the servicing agreements on the commercial mortgage loans serviced by Situs in securitization transactions.

From time to time SH may be a party to lawsuits and other legal proceedings as part of its servicing duties in other transactions (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. However, there are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against SH or of which any of its property is the subject, that would have a material adverse effect on SH’s business or its ability to serve as Operating Advisor pursuant to the Pooling and Servicing Agreement or that is material to the holders of the Certificates.

SH is not an affiliate of the Depositor, the underwriters, the Issuing Entity, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or any Sponsor or any Originator. SH assisted GSMC and CCRE Lending with the preparation of certain summary materials regarding certain Mortgage Loans contributed by each such Sponsor to the Mortgage Pool.

The foregoing information under this heading has been provided by SH. None of the Depositor, the underwriters, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

Certain terms of the Pooling and Servicing Agreement regarding the Operating Advisor’s removal, replacement, resignation or transfer are described under “The Pooling and Servicing Agreement—Operating Advisor” in this free writing prospectus. Certain limitations on the Operating Advisor’s liability under the Pooling and Servicing Agreement are described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

For further information regarding the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement, see “The Pooling and Servicing Agreement—Operating Advisor” in this free writing prospectus.

224

Servicers

General

Each of the Master Servicer (directly or through one or more sub-servicers (which includes the primary servicers)) and the Special Servicer will be required to service and administer the Mortgage Loans (other than the Non-Serviced Loans) and the Serviced Whole Loans for which it is responsible as described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans” in this free writing prospectus. The Master Servicer may delegate and/or assign some or all of its servicing obligations and duties with respect to some or all of such Mortgage Loans and Serviced Whole Loans to one or more third party sub-servicers, with the consent of the Depositor. The Master Servicer will be responsible for paying the servicing fees of any sub-servicer. Notwithstanding any sub-servicing agreement, the Master Servicer will remain primarily liable to the Trustee and the Certificateholders and Serviced Companion Loan Holders for the servicing and administering of the Mortgage Loans (other than the Non-Serviced Loans) and the Serviced Companion Loans in accordance with the provisions of the Pooling and Servicing Agreement without diminution of such obligation or liability by virtue of such sub-servicing agreement. The Special Servicer will not be permitted to appoint sub-servicers with respect to any of its servicing obligations and duties.

The Master Servicer

Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”), will be the master servicer (the “Master Servicer“) and in this capacity will initially be responsible for the master servicing and administration of the Mortgage Loans and any Serviced Companion Loans (and the Element LA Companion Loans prior to the Element LA Companion Loan Securitization Date) pursuant to the pooling and servicing agreement. Certain servicing and administrative functions will also be provided by one or more primary servicers that previously serviced the mortgage loans for the applicable loan seller.

Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial mortgage-backed securities (“CMBS”) by Standard & Poor’s Rating Services (“S&P”), Moody’s Investors Service, Inc., Fitch, Inc., and Morningstar Credit Ratings, LLC. Midland has received the highest rankings as a master, primary and special servicer of real estate assets under U.S. CMBS transactions from S&P, Fitch and Morningstar. For each category, S&P ranks Midland as “Strong”, Fitch ranks Midland as “1”, and Morningstar ranks Midland as “CS1”. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.

Midland has detailed operating procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under Midland’s servicing agreements, including procedures for managing delinquent and special serviced loans. The policies and procedures are reviewed annually and centrally managed. Furthermore Midland’s disaster recovery plan is reviewed annually.

Midland will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. Midland may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that Midland has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the servicing standard.

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced a servicer event of default as a result of any action or inaction of Midland as master servicer, primary servicer or special

225

servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction. Midland has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

From time-to-time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the pooling and servicing agreement.

Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight®, that contains performance information at the portfolio, loan and property levels on the various commercial mortgage-backed securities transactions that it services. Certificateholders, prospective transferees of the certificates and other appropriate parties may obtain access to CMBS Investor Insight through Midland’s website at www.pnc.com/midland. Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight.

As of September 30, 2015, Midland was servicing approximately 29,364 commercial and multifamily mortgage loans with a principal balance of approximately $370 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 10,276 of such loans, with a total principal balance of approximately $146 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producing properties. As of September 30, 2015, Midland was named the special servicer in approximately 188 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $98 billion. With respect to such commercial mortgage-backed securities transactions as of such date, Midland was administering approximately 90 assets with an outstanding principal balance of approximately $977 million.

Midland has been servicing mortgage loans in CMBS transactions since 1992. The table below contains information on the size of the portfolio of commercial and multifamily mortgage loans in CMBS and other servicing transactions for which Midland has acted as master and/or primary servicer from 2012 to 2014.

Portfolio Size – Master/Primary Servicing	Calendar Year End (Approximate amounts in billions)
	2012	2013	2014
CMBS	$115	$141	$157
Other	$167	$167	$179
Total	$282	$308	$336

Midland has acted as a special servicer for commercial and multifamily mortgage loans in CMBS transactions since 1992. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily mortgage loans and REO properties that have been referred to Midland as special servicer in CMBS transactions from 2012 to 2014.

Portfolio Size – Special Servicing	Calendar Year End (Approximate amounts in billions)
	2012	2013	2014
Total	$82	$70	$85

PNC Bank, National Association and its affiliates may use some of the same service providers (e.g., legal counsel, accountants and appraisal firms) as are retained on behalf of GS Mortgage Securities Trust 2015-GS1. In some cases, fee rates, amounts or discounts may be offered to PNC Bank, National Association and its affiliates by a third party vendor which differ from those offered to the trust fund as a result of scheduled or ad hoc rate changes, differences in the scope, type or nature of the service or transaction, alternative fee arrangements, and negotiation by PNC Bank, National Association or its affiliates other than Midland.

226

Pursuant to an interim servicing agreement between GSMC and certain of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to certain of the GSMC Mortgage Loans.

Pursuant to an interim servicing agreement between CCRE Lending and certain of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to certain of the CCRE Mortgage Loans.

Pursuant to a primary servicing agreement between Berkeley Point Capital LLC, an affiliate of CCRE Lending, on the one hand, and Midland, on the other hand, Berkeley Point Capital LLC will have full cashiering subservicing duties with respect to the Element LA Mortgage Loan, representing approximately 8.5% of the Initial Pool Balance, and will receive a fee calculated at 0.0025% per annum for such mortgage loan. In addition, pursuant to a limited subservicing agreement, Berkeley Point Capital LLC will have certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 13 CCRE Mortgage Loans, representing approximately 15.1% of the Initial Pool Balance, and will receive a fee calculated at 0.0200% per annum for each such mortgage loan. In addition, Berkeley Point Capital LLC is also acting as the interim servicer with respect to the Element LA Mortgage Loan.

Midland will acquire the right to act as Master Servicer and/or primary servicer (and the related right to receive and retain the excess servicing strip) with respect to the Mortgage Loans sold to the issuing entity by the Sponsors pursuant to one or more servicing rights appointment agreements entered into on the Closing Date. The “excess servicing strip” means a portion of the Servicing Fee payable to Midland that accrues at a per annum rate initially equal to the Servicing Fee Rate minus 0.0025%, but which may be reduced under certain circumstances as provided in the Pooling and Servicing Agreement.

Midland is also the GSMS 2015-GC34 Special Servicer of the DoubleTree Hotel Universal Mortgage Loan under the GSMS 2015-GC34 PSA.

The foregoing information regarding Midland under this heading “—The Master Servicer” has been provided by Midland. None of the Depositor, the underwriters, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

The Master Servicer will generally be required to pay all expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement as described in this free writing prospectus).

The Master Servicer may resign under the Pooling and Servicing Agreement as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

Certain duties and obligations of the Master Servicer and the provisions of the Pooling and Servicing Agreement are described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans”, “—Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses”, “—Inspections”, and “Description of the Offered Certificates—Appraisal Reductions” in this free writing prospectus. The ability of the Master Servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans and the potential effect of that ability on the potential cash flows from the Mortgage Loans are described under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Modifications, Waivers and Amendments” below.

The Master Servicer and various related persons and entities will be entitled to be indemnified by the issuing entity for certain losses and liabilities incurred by the Master Servicer as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

227

The Special Servicer

Wells Fargo Bank, National Association (“Wells Fargo”) will act as special servicer for all of the Mortgage Loans to be deposited into the trust fund and the Serviced Companion Loans (in such capacity, the “Special Servicer”). Wells Fargo is a national banking association organized under the laws of the United States of America, and is a wholly-owned direct and indirect subsidiary of Wells Fargo & Company. Wells Fargo is also (i) the Certificate Administrator under the Pooling and Servicing Agreement, (ii) expected to be the servicer and the certificate administrator under the GSMS 2015-590M trust and servicing agreement, pursuant to which the 590 Madison Avenue Whole Loan is expected to be serviced, (iii) the master servicer under the GSMS 2015-GC33 PSA, pursuant to which the Hammons Hotel Portfolio Whole Loan is being serviced and (iv) the master servicer under the GSMS 2015-GC34 PSA, pursuant to which the DoubleTree Hotel Universal Whole Loan is being serviced. On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, National Association (“Wachovia”), and Wachovia Corporation merged with and into Wells Fargo & Company. On March 20, 2010, Wachovia merged with and into Wells Fargo. Like Wells Fargo, Wachovia acted as master servicer and special servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo and Wachovia integrated their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo managers and legacy Wachovia managers.

The principal west coast commercial mortgage master servicing and special servicing offices of Wells Fargo are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing and special servicing offices of Wells Fargo are located at MAC D1086, 550 South Tryon Street, Charlotte, North Carolina 28202.

Wells Fargo has been master servicing securitized commercial and multifamily mortgage loans in excess of ten years. Wells Fargo’s primary servicing system runs on McCracken Financial Solutions software, Strategy CS. Wells Fargo reports to trustees and certificate administrators in the CREFC® format. The following table sets forth information about Wells Fargo’s portfolio of master or primary serviced commercial and multifamily mortgage loans (including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

Commercial and Multifamily Mortgage Loans	As of 12/31/2012	As of 12/31/2013	As of 12/31/2014	As of 9/30/2015
By Approximate Number:	35,189	33,354	33,590	32,950
By Approximate Aggregate Unpaid Principal Balance (in billions):	$428.52	$434.37	$474.38	$490.94

Within this portfolio, as of September 30, 2015, are approximately 24,056 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $403.5 billion related to commercial mortgage-backed securities or commercial real estate collateralized debt obligation securities. In addition to servicing loans related to commercial mortgage-backed securities and commercial real estate collateralized debt obligation securities, Wells Fargo also services whole loans for itself and a variety of investors. The properties securing loans in Wells Fargo’s servicing portfolio, as of September 30, 2015, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hotel and other types of income-producing properties.

In its master servicing and primary servicing activities, Wells Fargo utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows Wells Fargo to process mortgage servicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

The following table sets forth information regarding principal and interest advances and servicing advances made by Wells Fargo, as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations. The information set forth below is the average

228

amount of such advances outstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargo’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations).

Period	Approximate Securitized Master-Serviced Portfolio (UPB)*		Approximate Outstanding Advances (P&I and PPA)*		Approximate Outstanding Advances as % of UPB
Calendar Year 2012	$	331,765,453,800	$	2,133,375,220	0.64%
Calendar Year 2013	$	346,011,017,466	$	2,158,219,403	0.62%
Calendar Year 2014	$	377,947,659,331	$	1,750,352,607	0.46%
YTD Q3 2015	$	391,394,556,943	$	1,652,387,266	0.42%

*     “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.

Wells Fargo has acted as a special servicer of securitized commercial and multifamily mortgage loans in excess of five years. Wells Fargo’s special servicing system includes McCracken Financial Solutions Corp.’s Strategy CS software.

The table below sets forth information about Wells Fargo’s portfolio of specially serviced commercial and multifamily mortgage loans as of the dates indicated:

CMBS Pools	As of 12/31/2012	As of 12/31/2013	As of 12/31/2014	As of 9/30/2015
By Approximate Number	69	91	111	121
Named Specially Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance (in billions)(1)	$40.2	$58.7	$67.2	$82.9
Actively Specially Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance (2)	$2,256,422,115	$1,047,414,628	$520,064,655	$244,988,412

(1) Includes all loans in Wells Fargo’s portfolio for which Wells Fargo is the named special servicer, regardless of whether such loans are, as of the specified date, specially-serviced loans.

(2) Includes only those loans in the portfolio that, as of the specified date, are specially-serviced loans.

The properties securing loans in Wells Fargo’s special servicing portfolio may include retail, office, multifamily, industrial, hospitality and other types of income-producing property. As a result, such properties, depending on their location and/or other specific circumstances, may compete with the Mortgaged Properties for tenants, purchasers, financing and so forth.

Wells Fargo has developed strategies and procedures as special servicer for working with borrowers on problem loans (caused by delinquencies, bankruptcies or other breaches of the underlying loan documents) to maximize the value from the assets for the benefit of certificateholders. Wells Fargo’s strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the applicable servicing standard, the underlying loan documents and applicable law, rule and regulation.

Wells Fargo is rated by Fitch, S&P and Morningstar as a primary servicer, a master servicer and a special servicer of commercial mortgage loans. Wells Fargo’s servicer ratings by each of these agencies are outlined below:

	Fitch	S&P	Morningstar
Primary Servicer:	CPS1-	Strong	MOR CS1
Master Servicer:	CMS1-	Strong	MOR CS1
Special Servicer	CSS2	Above Average	MOR CS2

229

The long-term deposits of Wells Fargo are rated “AA-” by S&P, “Aa1” by Moody’s and “AA” by Fitch. The short-term deposits of Wells Fargo are rated “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event. Wells Fargo’s master servicing and special servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects. The only significant changes in Wells Fargo’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.

Wells Fargo may perform any of its obligations under the Pooling and Servicing Agreement through one or more third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, the Special Servicer will remain responsible for its duties thereunder. Wells Fargo may engage third-party vendors to provide technology or process efficiencies. Wells Fargo monitors its third-party vendors in compliance with its internal procedures and applicable law. Wells Fargo has entered into contracts with third-party vendors for the following functions:

•     provision of Strategy and Strategy CS software;

•     tracking and reporting of flood zone changes;

•     abstracting of leasing consent requirements contained in loan documents;

•     legal representation;

• assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo;

•     performance of property inspections;

• performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

•     Uniform Commercial Code searches and filings.

Wells Fargo (in its capacity as servicer for the Non-Serviced Whole Loans) may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Non-Serviced Whole Loans. Wells Fargo monitors and reviews the performance of sub-servicers appointed by it. Generally, all amounts received by Wells Fargo on the Mortgage Loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo and will then be allocated and transferred to the appropriate account as described in this free writing prospectus. On the day any amount is to be disbursed by Wells Fargo, that amount is transferred to a common disbursement account prior to disbursement.

Wells Fargo (in its capacity as the Special Servicer) will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans or the Serviced Companion Loans. On occasion, Wells Fargo may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans, the Serviced Companion Loans or otherwise. To the extent Wells Fargo performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

A Wells Fargo proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo is master servicer or special servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

230

Wells Fargo & Company files reports with the SEC as required under the Exchange Act. Such reports include information regarding Wells Fargo and may be obtained at the website maintained by the SEC at www.sec.gov.

There are no legal proceedings pending against Wells Fargo, or to which any property of Wells Fargo is subject, that are material to the Certificateholders, nor does Wells Fargo have actual knowledge of any proceedings of this type contemplated by governmental authorities.

Pursuant to certain interim servicing agreements between Wells Fargo and CCRE Lending or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain mortgage loans owned by CCRE Lending or those affiliates from time to time, which may include, prior to their inclusion in the Issuing Entity, some or all of the CCRE Mortgage Loans.

Pursuant to certain interim servicing agreements between Wells Fargo and GSMC or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain mortgage loans owned by GSMC or those affiliates from time to time, which may include, prior to their inclusion in the Issuing Entity, some or all of the GSMC Mortgage Loans.

Eightfold Real Estate Capital Fund IV, L.P., or one of its affiliates, is expected to serve as the initial Controlling Class Representative, and has engaged Wells Fargo as an independent contractor to conduct due diligence with respect to certain Mortgage Loans. It is anticipated that Wells Fargo and the initial Controlling Class Representative or its designee will enter into a separate agreement pursuant to which Wells Fargo, as Special Servicer, will agree to pay to the initial Controlling Class Representative or its designee a portion of the special servicing compensation received by Wells Fargo, as Special Servicer, from time to time.

The foregoing information regarding the Special Servicer set forth in this section entitled “—The Special Servicer” has been provided by Wells Fargo. None of the Depositor, the underwriters, the Master Servicer, the Operating Advisor, the Trustee, the Certificate Administrator or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

The Special Servicer will be required to pay all expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement as described in this free writing prospectus).

The Special Servicer may be terminated, with respect to the Mortgage Loans (other than with respect to the Element LA Mortgage Loan) and the Serviced Whole Loans with or without cause by the applicable Certificateholders if a Control Termination Event has occurred and is continuing. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may be replaced by the Controlling Class Representative (other than with respect to the Element LA Mortgage Loan) with or without cause at any time. Solely with respect to the Element LA Whole Loan, prior to the securitization of the Element LA Note A-1 Companion Loan, the Special Servicer may be replaced by the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan, or its designee, with or without cause. See “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus.

The Special Servicer may resign under the Pooling and Servicing Agreement as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

Certain duties and obligations of the Special Servicer and the provisions of the Pooling and Servicing Agreement are described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans”, “—Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses”, “—Inspections”, and “Description of the Offered Certificates—Appraisal Reductions” in this free writing prospectus. The ability of the Special Servicer to waive or modify any terms, fees, penalties or payments on the Mortgage Loans and the potential effect of that ability on the potential cash flows from the Mortgage Loans are described

231

under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Modifications, Waivers and Amendments” below.

The Special Servicer and various related persons and entities will be entitled to be indemnified by the issuing entity for certain losses and liabilities incurred by the Special Servicer as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

The Primary Servicer

Berkeley Point Capital LLC, a Delaware limited liability company (“Berkeley Point”) will be appointed as primary servicer for the GSMC Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Element LA (the “BPC Primary Serviced Mortgage Loan”), representing approximately 8.5% of the Initial Pool Balance, and in such capacity, will be responsible for the primary servicing and administration of such Mortgage Loan. Berkeley Point is an affiliate under common control with CCRE Lending, a Sponsor and Originator, and Cantor Fitzgerald & Co., an underwriter. In addition, with respect to 13 CCRE Mortgage Loans representing approximately 15.1% of the Initial Pool Balance, Berkeley Point will have limited subservicing duties consisting of performing inspections and collecting financial statements.

The principal executive offices of Berkeley Point are located at 4550 Montgomery Avenue, Suite 1100, Bethesda, Maryland 20814 and principal servicing office of Berkeley Point is located at One Beacon Street, 14th Floor, Boston, Massachusetts 02108 and its telephone number is (877) 526-3562. Berkeley Point is an affiliate under common control with CCRE Lending.

Berkeley Point serves as primary servicer in various transactions and has a primary servicer rating of “CPS2” from Fitch, is an evaluated servicer for CMBS by KBRA and listed as such on their website and is rated Above Average by S&P. Berkeley Point also has current special servicer ratings of “CSS3+” from Fitch and Average by S&P.

Berkeley Point is a commercial real estate finance company with a primary focus on multifamily and healthcare real estate loans. Berkeley Point, directly or through its affiliates, originates, sells, services and manages commercial real estate loans primarily for multifamily and healthcare properties across the United States through programs offered by Fannie Mae, Freddie Mac, Ginnie Mae and FHA. Berkeley Point is a Fannie Mae DUS™, Freddie Mac Program Plus^® and MAP- and LEAN-approved FHA lender and servicer, and a Ginnie Mae Issuer. It also services loans for life insurance companies. Together with its predecessor entities, Berkeley Point has originated and serviced commercial real estate loans originated under programs offered by Fannie Mae, Freddie Mac and FHA for approximately 25 years and expects to continue doing so. It has been named special servicer on five Freddie Mac K-Series securitizations, the first in 2009, one in each of 2013 and 2014, and two in 2015. Berkeley Point has offices located in Bethesda, Maryland, Boston, Massachusetts, Santa Monica, California, Irvine, California, Columbus, Ohio, Dallas, Texas, Brentwood, Tennessee, Seattle, Washington and St. Louis, Missouri.

As of September 30, 2015, Berkeley Point’s primary servicing portfolio was comprised of 1783 loans with an aggregate outstanding principal balance of approximately $30.090 billion, of which Berkeley Point is the primary servicer through sub-servicing agreements with master servicers on 70 Freddie Mac K-Series securitizations for 220 loans with an approximate aggregate outstanding principal balance of approximately $5.26 billion, and 26 commercial mortgage loans with an aggregate outstanding principal balance of approximately $1.080 billion in other CMBS securitizations.

As of September 30, 2015, Berkeley Point had 59 personnel involved in the servicing and asset management of commercial real estate loans and CMBS pools, of which 52 were dedicated to the primary servicing unit.

232

The table below sets forth information about the various pools of loans primarily serviced by Berkeley Point as of the dates indicated:

CMBS Pools	As of 12/31/2012	As of 12/31/2013	As of 12/31/2014	As of 9/30/2015
By Number	33 pools (95 loans)	46 pools (122 loans)	67 pools (177 loans)	83 pools (246 loans)
Primary Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance	$2.2 billion	$3.1 billion	$4.842 billion	$6.334 billion

The commercial real estate loans that Berkeley Point originates and for which Berkeley Point provides servicing are generally multifamily but may include mortgage loans secured by the same types of income producing properties as those securing the underlying mortgage loans backing the Certificates. Accordingly, the assets that Berkeley Point services as well as assets originated and/or owned by it or its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth.

Berkeley Point has developed policies and procedures for the performance of its servicing obligations in compliance with applicable USAP and Reg AB servicing standards. Technology can assist the performance of a servicer. Berkeley Point generally utilizes technology infrastructure to bolster and facilitate controls for compliance with pooling and servicing agreements, loan administration and procedures in workout/resolution and commercially appropriate standardization and automation to provide for improved accuracy, efficiency, transparency, monitoring and controls.

Berkeley Point may from time to time engage consultants to perform property inspections and to provide asset management on certain properties. Berkeley Point does not have any material primary advancing obligations with respect to the CMBS pools as to which it is a primary servicer, and accordingly Berkeley Point does not believe that its financial condition will have any adverse effect on the performance of its duties under the BPC Primary Servicing Agreement nor any material impact on the mortgage pool performance or the performance of the Certificates.

Berkeley Point will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, Berkeley Point may have custody of certain of such documents as necessary for the performance of its duties with respect to underlying Mortgage Loans or otherwise. To the extent that Berkeley Point has custody of any such documents, such documents will be maintained in a manner consistent with the Servicing Standard.

Berkeley Point is not an affiliate of the Depositor, the Sponsors (other than CCRE Lending), the Issuing Entity, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Originator other than CCRE Lending and any underwriter other than Cantor Fitzgerald & Co. (“CF&Co.”). Other than its relationship with CCRE Lending and CF&Co. (and indirectly any relationships of those two entities disclosed elsewhere in this free writing prospectus), there are no specific relationships involving or relating to this transaction or the Mortgage Loans between Berkeley Point or any of its affiliates, on the one hand, and the Depositor, the Sponsors or the Issuing Entity, on the other hand, that currently exist or that existed during the past two (2) years. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party -- apart from the subject securitization transaction -- between Berkeley Point or any of its affiliates, on the one hand, and the Depositor, the Sponsors or the Issuing Entity, on the other hand, that currently exist or that existed during the past two (2) years and that are material to an investor’s understanding of the Certificates.

No securitization transaction involving commercial or multifamily mortgage loans in which Berkeley Point is acting as primary or special servicer has experienced an event of default as a result of any action

233

or inaction performed by Berkeley Point in such capacity. In addition, there has been no previous disclosure of material non-compliance with servicing criteria by Berkeley Point with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which Berkeley Point was acting as primary servicer or special servicer.

From time to time, Berkeley Point and its affiliates are parties to lawsuits and other legal proceedings by governmental authorities or other entities arising in the ordinary course of business. Berkeley Point does not believe that any such current lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to serve as servicer or be material to a certificateholder.

The information set forth above under this heading “—The Primary Servicer” has been provided by Berkeley Point and neither the Depositor nor any underwriter takes any responsibility for such information or makes any representation or warranty as to its accuracy or completeness.

Summary of Berkeley Point Primary Servicing Agreement

General. Berkeley Point will act as the primary servicer of the BPC Primary Serviced Mortgage Loan. Accordingly, Midland, as master servicer, and Berkeley Point, as primary servicer, will enter into a primary servicing agreement, dated as of November 1, 2015 (the “BPC Primary Servicing Agreement”). The primary servicing of the BPC Primary Serviced Mortgage Loan will be governed by the BPC Primary Servicing Agreement. The following summary describes certain provisions of the BPC Primary Servicing Agreement relating to the primary servicing and administration of the BPC Primary Serviced Mortgage Loans. The summary does not purport to be complete and is subject, and qualified in its entirety, by reference to the provisions of the BPC Primary Servicing Agreement.

Summary of Duties. With respect to the BPC Primary Serviced Mortgage Loan, Berkeley Point, as primary servicer, will be responsible for performing the primary servicing of the BPC Primary Serviced Mortgage Loans in a manner consistent with the Pooling and Servicing Agreement and the Servicing Standard. Primary servicing will include:

· maintaining the servicing file and releasing files upon borrower request or payoff of such mortgage loan as approved by the Master Servicer;

· within 5 business days of receipt of a repurchase demand, reporting any such repurchase demand to the Master Servicer and forwarding a copy of such repurchase demand to the Master Servicer, (ii) within 5 business days of discovery or notice of a document defect or breach, notifying the Master Servicer in writing of any discovered document defect or breach of a mortgage loan representation, and (iii) cooperating with the Master Servicer in pursuing its obligations to make a repurchase claim against the related mortgage loan seller;

· collecting monthly payments and escrow and reserve payments and maintaining a segregated primary servicer collection account and applicable escrow and reserve accounts to hold such collections;

· remitting to the Master Servicer on a timely basis monthly payments less any primary servicing fees, escrow and reserve payments and payments in the nature of additional servicing compensation due to Berkeley Point, as primary servicer;

· preparing such reports, including a day one report, monthly remittance report and such other reports as reasonably requested by the Master Servicer from time to time;

· collecting monthly and quarterly borrower reports, rent rolls and operating statements;

· performing annual inspections of the related mortgaged property and providing inspection reports to the Master Servicer;

234

· monitoring borrower insurance obligations on such loans and related specially serviced loans and obtaining such property level insurance when the borrower fails to maintain such insurance;

· maintaining errors and omissions insurance and an appropriate fidelity bond;

· notifying the Master Servicer of any borrower requests or transactions; provided, however, that Berkeley Point will not approve or consummate any borrower request or transaction without obtaining the prior written consent of the Master Servicer;

· promptly notifying Master Servicer of any defaults under a BPC Primary Serviced Mortgage Loan, collection issues or customer issues; provided that Berkeley Point will not take any action with respect to enforcing such loans without the prior written approval of the Master Servicer; and

· with respect to all servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement which are not being performed by Berkeley Point under the BPC Primary Servicing Agreement, Berkeley Point will reasonably cooperate with the Master Servicer to facilitate the timely performance of such servicing responsibilities.

Berkeley Point’s custodial responsibilities are limited to original letters of credit as long as it (i) has a vault or other adequate safety procedures in place satisfactory to the Master Servicer, in its sole discretion, or (ii) outsources such responsibility to a third party vendor satisfactory to the Master Servicer, who has a vault or other adequate safety procedures in place satisfactory to the Master Servicer, in its sole discretion.

Berkeley Point will provide to Master Servicer access to all the servicing files, mortgage loan files and servicing systems maintained by Berkeley Point with respect to the BPC Primary Serviced Mortgage Loan for audit and review. Berkeley Point will not take any action (whether or not authorized under the BPC Primary Servicing Agreement) that would result in the imposition of a tax on any portion of the Issuing Entity or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. Berkeley Point will fully cooperate with the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Issuing Entity or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust.

Berkeley Point will also timely provide such certifications, reports and registered public accountant attestations required by the BPC Primary Servicing Agreement or by the Master Servicer to permit it to comply with the Pooling and Servicing Agreement and the Depositor to comply with its Exchange Act reporting obligations.

The Master Servicer and Berkeley Point will each designate a portfolio manager and other appropriate personnel to receive documents and communications between each other such that Berkeley Point is able to perform its obligations under the BPC Primary Servicing Agreement and the Master Servicer is able to perform its supervisory authority over Berkeley Point. Berkeley Point will not communicate directly with the special servicer, the Controlling Class Representative or any Rating Agency except in very limited circumstances set forth in the BPC Primary Servicing Agreement.

Berkeley Point will have no obligation to make any principal and interest advance or any servicing advances. Berkeley Point will not make any Major Decisions or take any other action requiring the approval of the Master Servicer under the BPC Primary Servicing Agreement without the prior written approval of the Master Servicer.

Such consent may be subject to: (a) the prior approval of the Special Servicer, the Controlling Class Representative or any mezzanine loan lender, as applicable, if so required under the Pooling and Servicing Agreement or the related Mortgage Loan documents, which approval may be withheld in such person’s sole discretion, and (b) obtaining any Rating Agency Confirmation required under the Pooling and Servicing Agreement or the related Mortgage Loan documents, which confirmation may be withheld

235

in such person’s sole discretion. The Master Servicer will request any such approvals or Rating Agency Confirmation.

Compensation. As compensation for its activities under the BPC Primary Servicing Agreement, the primary servicing fee will be paid only to the extent that the Master Servicer receives the servicing fee with respect to the BPC Primary Serviced Mortgage Loan under the Pooling and Servicing Agreement. Berkeley Point is not entitled to any Prepayment Interest Excess. Berkeley Point will be entitled to such additional servicing compensation as set forth in the BPC Primary Servicing Agreement. Generally, if received and the Master Servicer is entitled to retain such amounts under the Pooling and Servicing Agreement, Berkeley Point will also be entitled to retain, with respect to the BPC Primary Serviced Mortgage Loan, as additional primary servicing compensation (the “Additional Primary Servicing Compensation”), the following:

· 100% of the Master Servicer’s share of late fees to the extent Berkeley Point is performing the related collection work and to the extent not required to offset (a) with respect to the related BPC Primary Serviced Mortgage Loan under the Pooling and Servicing Agreement (1) Advances, including interest on such Advances or (2) additional trust fund expenses other than Borrower Delayed Reimbursements, (b) reserves required to be funded or (c) principal and interest due with respect to the related BPC Primary Serviced Mortgage Loan;

· 100% of the Master Servicer’s share of any charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds;

· 50% of the Master Servicer’s share of any Assumption Fees and assumption application fees;

· 50% of the Master Servicer’s share of any and all demand fees, Excess Modifications Fees and Consent Fees; and

· subject to certain limitations set forth in the Pooling and Servicing Agreement, any interest or other income earned on deposits in the related accounts held by Berkeley Point.

Berkeley Point will be required to promptly remit to the Master Servicer any additional servicing compensation or other amounts received by it which Berkeley Point is not entitled to retain. Except as otherwise provided, Berkeley Point will pay all its overhead and similar expenses incurred by it in connection with its servicing activities under the BPC Primary Servicing Agreement.

Indemnification; Limitation of Liability. Neither Berkeley Point nor any directors, members, managers, officers, employees or agents (including sub-servicers) of Berkeley Point (the “BPC Parties”) will be under any liability to the Master Servicer for any action taken, or for refraining from the taking of any action, in good faith pursuant to the BPC Primary Servicing Agreement, or for errors in judgment. However, this will not protect the BPC Parties against any liability which would be imposed by reason of any breach of warranties or representations made in the BPC Primary Servicing Agreement, or against any liability that would otherwise be imposed on Berkeley Point by reason of its willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed under the BPC Primary Servicing Agreement for a breach of the accepted primary servicing practices) in the performance of its obligations and duties under the BPC Primary Servicing Agreement or by reason of its negligent disregard of its obligations or duties under the BPC Primary Servicing Agreement. The BPC Parties will be indemnified and held harmless by the Master Servicer against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) (collectively, the “Losses”) incurred by Berkeley Point (1) by reason of the Master Servicer ‘s willful misconduct, bad faith, fraud, negligence in the performance of its obligations and duties under the BPC Primary Servicing Agreement or negligent disregard of its obligations or duties under the BPC Primary Servicing Agreement or (2) in connection with, or relating to, the BPC Primary Servicing Agreement or the Certificates, other than any Losses incurred by Berkeley Point (i) that are specifically required to be borne by Berkeley Point without right of reimbursement pursuant to the terms of the BPC Primary Servicing Agreement or (ii) incurred by reason of (A) a breach of any representation or warranty by Berkeley Point or (B) willful misconduct, bad faith, fraud or negligence of Berkeley Point in the performance of its respective obligations and duties

236

under the BPC Primary Servicing Agreement or negligent disregard of its respective obligations and duties under the BPC Primary Servicing Agreement; provided, however, that the indemnification under clause (2) above will be strictly limited to any actual amount of indemnification received by the Master Servicer under the Pooling and Servicing Agreement as a result of pursuing the Issuing Entity on behalf of Berkeley Point for such indemnification.

Berkeley Point will indemnify and hold harmless the Master Servicer and its directors, members, managers, officers, employees or agents against any Losses incurred by the Master Servicer by reason of (1) any breach by Berkeley Point of a representation or warranty made by Berkeley Point in the BPC Primary Servicing Agreement or (2) any willful misconduct, bad faith, fraud or negligence by Berkeley Point in the performance of its respective obligations or duties under the BPC Primary Servicing Agreement or under the Pooling and Servicing Agreement or by reason of negligent disregard of such obligations and duties.

Resignation. The BPC Primary Servicing Agreement will generally provide that Berkeley Point may not resign from the obligations and duties imposed on it under the BPC Primary Servicing Agreement unless Berkeley Point provides to the Master Servicer sixty (60) days prior written notice of such resignation or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to assume all of Berkeley Point’s rights, powers, duties and obligations under the BPC Primary Servicing Agreement.

Termination. The BPC Primary Servicing Agreement will be terminated with respect to Berkeley Point if any of the following occurs:

· the Master Servicer elects to terminate Berkeley Point following a BPC Primary Servicer Termination Event (as defined below);

· at the Depositor’s request (to the extent the Depositor has the right to request termination of Berkeley Point under the Pooling and Servicing Agreement) pursuant to the final two bullets listed under BPC Primary Servicer Termination Events below;

· upon resignation by Berkeley Point;

· in the event the related BPC Primary Serviced Mortgage Loan becomes a specially serviced loan or is substituted, purchased or repurchased pursuant to the Pooling and Servicing Agreement; or

If the Master Servicer’s responsibilities and duties as Master Servicer under the Pooling and Servicing Agreement have been assumed by the trustee, or a successor master servicer, then the trustee or such successor master servicer will, without act or deed on the part of the trustee or such successor master servicer, as applicable, succeed to all of the rights and obligations of the master servicer under the BPC Primary Servicing Agreement.

“BPC Primary Servicer Termination Event”, means any one of the following events:

· any failure by Berkeley Point to remit to the accounts maintained by Berkeley Point or to the Master Servicer, any amount required to be so remitted by Berkeley Point;

· any failure on the part of Berkeley Point duly to observe or perform in any material respect any of the other covenants or obligations which continues unremedied for a period of 20 days (10 days in the case of a failure to pay the premium for any insurance policy required to be maintained under the BPC Primary Servicing Agreement or such shorter period (not less than 1 business day) as may be required to avoid the lapse of insurance) after the date on which written notice of such failure, requiring the same to be remedied, will have been given to Berkeley Point by the Master Servicer, provided, however, if such failure with a 20 day cure period is capable of being cured and Berkeley Point is diligently pursuing such cure, such 20 day period will be extended for an additional 45 days; provided that Berkeley Point has commenced to cure such failure within

237

the initial 20 day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure;

· any breach on the part of Berkeley Point of any representation or warranty made pursuant to the BPC Primary Servicing Agreement which materially and adversely affects the interests of any class of certificateholders and which continues unremedied for a period of 20 days after the date on which notice of such breach, requiring the same to be remedied, will have been given to Berkeley Point by the Master Servicer, provided, however, if such breach is capable of being cured and Berkeley Point is diligently pursuing such cure, such 20 day period will be extended for an additional 45 days; provided that Berkeley Point has commenced to cure such failure within the initial 20 day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure;

· a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, will have been entered against Berkeley Point and such decree or order will have remained in force, undischarged, undismissed or unstayed for a period of 45 days;

· Berkeley Point consents to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Berkeley Point, or of or relating to all or substantially all of its property;

· Berkeley Point admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, voluntarily suspends payment of its obligations or take any corporate action in furtherance of the foregoing;

· any of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Certificates or (B) placed one or more classes of Certificates on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer (because of actions of Berkeley Point) or Berkeley Point as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency within 60 days of such event);

· Berkeley Point ceases to have a primary servicer rating of at least “CPS3” from Fitch and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating (provided that if Fitch has not issued a rating with respect to Berkeley Point, then a BPC Primary Servicer Termination Event shall occur if Berkeley Point was acting as a primary servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month period prior to the date of determination, and Fitch has downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of Berkeley Point as a primary servicer, as the sole or material factor in such rating action with respect to such commercial mortgage securities);

· a Servicer Termination Event by the Master Servicer under the Pooling and Servicing Agreement, which Servicer Termination Event occurred as a result of the failure of Berkeley Point to perform any obligation required under the BPC Primary Servicing Agreement;

· the failure of Berkeley Point to comply with any of the requirements to deliver any reports or certificates at the time such report or certification is required under the BPC Primary Servicing Agreement, which continues unremedied for 5 days after the date on which written notice of such

238

failure, requiring the same to be remedied, will have been given to Berkeley Point by the Master Servicer;

· Berkeley Point (or any subservicer of Berkeley Point appointed pursuant to BPC Primary Servicing Agreement) fails to deliver during any period in which the Issuing Entity (or any other securitization trust relating to any Companion Loan) is subject to the reporting requirements of the Exchange Act the items required to be delivered by the BPC Primary Servicing Agreement to enable the Certificate Administrator or Depositor (or any other depositor or other Exchange Act reporting party relating to any Companion Loan) to comply with the related trust’s reporting obligations under the Exchange Act within 5 business days of such failure to comply with the Pooling and Servicing Agreement; or

· for so long as the Issuing Entity (or any other trust relating to any Companion Loan) is subject to the reporting requirements of the Exchange Act, Berkeley Point fails to deliver any Exchange Act reporting items that Berkeley Point is required to deliver under Regulation AB or as otherwise contemplated by the Pooling and Servicing Agreement.

Notwithstanding the foregoing, upon any termination of Berkeley Point, Berkeley Point will be entitled to receive all accrued and unpaid primary servicing fees through the date of termination and will cooperate fully with the Master Servicer to transition primary servicing of the BPC Primary Serviced Mortgage Loans to the Master Servicer or its designee.

The foregoing information regarding the BPC Primary Servicing Agreement set forth in this “—Summary of Berkeley Point Primary Servicing Agreement” section has been provided by Midland.

Servicing Compensation, Operating Advisor Compensation and Payment of Expenses

Master Servicing Compensation. The fee (including any sub-servicing fee and primary servicing fee) of the Master Servicer (the “Servicing Fee”) will be payable monthly from amounts received in respect of the related Mortgage Loan and any related Serviced Companion Loan (including any Specially Serviced Loan and Non-Serviced Loan) or any successor REO Mortgage Loan or successor REO Serviced Companion Loan (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan). With respect to each such Mortgage Loan and Serviced Companion Loan (including each Specially Serviced Loan or Non-Serviced Loan) or any successor REO Mortgage Loan or successor REO Serviced Companion Loan, the Servicing Fee will: (a) accrue on the related Stated Principal Balance at a fixed annual rate (the “Servicing Fee Rate”), which, together with the CREFC^® Intellectual Property Royalty License Fee Rate (in the case of a Mortgage Loan), the Trustee/Certificate Administrator Fee Rate (in the case of a Mortgage Loan) and the Operating Advisor Fee Rate (in the case of a Mortgage Loan), is equal to the per annum rate set forth on Annex A to this free writing prospectus as the Administrative Fee Rate with respect to such Mortgage Loan or Serviced Companion Loan; (b) be calculated on the same basis as interest is calculated on the related Mortgage Loan or Serviced Companion Loan and (c) be prorated for partial periods. The Servicing Fee includes all amounts required to be paid to any primary or sub-servicer.

With respect to any Distribution Date, the Master Servicer will be entitled to retain any Prepayment Interest Excesses received on the Mortgage Loans and the Serviced Companion Loans to the extent not needed to make Compensating Interest Payments. In addition to the Servicing Fee, the Master Servicer will be entitled to retain, as additional servicing compensation a specified percentage (which may be zero) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees (other than fees for insufficient or returned checks), extension fees and Assumption Fees with respect to each Mortgage Loan (other than the Non-Serviced Loans) and the Serviced Companion Loan, and 100% of any assumption application fees, in any event with respect to each Mortgage Loan (other than the Non-Serviced Loans) and Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan and any defeasance fee actually paid by a borrower in connection with the defeasance of a Mortgage Loan (other than the Non-Serviced Loans) or Serviced Whole Loan (provided that for the avoidance of doubt, any such defeasance fee will not include any Modification Fees or waiver fees allocable to and payable to the

239

Special Servicer in connection with a defeasance to which the Special Servicer is entitled under the Pooling and Servicing Agreement with it being acknowledged that such entitlement to modification fees or waiver fees will arise only in connection with specified material defeasance provisions), and 100% of fees for insufficient or returned checks actually received from borrowers on all Mortgage Loans (other than the Non-Serviced Loans) or Serviced Whole Loan, if applicable. The Master Servicer also is authorized but not required to invest or direct the investment of funds held in the Collection Account in certain investments permitted under the terms of the Pooling and Servicing Agreement, and the Master Servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the Pooling and Servicing Agreement. The Master Servicer also is entitled to retain any interest earned on any servicing escrow account to the extent the interest is not required to be paid to the related borrowers.

Although the Master Servicer is required to service and administer the pool of Mortgage Loans (other than the Non-Serviced Loans) and the Serviced Companion Loan in accordance with the Servicing Standard and, accordingly, without regard to its rights to receive compensation under the Pooling and Servicing Agreement, additional servicing compensation in the nature of assumption and modification fees may under certain circumstances provide the Master Servicer with an economic disincentive to comply with this standard.

The Master Servicer will be entitled to designate a portion of the Servicing Fee accrued on the Mortgage Loans and the Serviced Companion Loan at a specified rate per annum, the right to which portion will be transferable by the Master Servicer to other parties. That specified rate will be subject to reduction at any time following any resignation of the Master Servicer or any termination of the Master Servicer for cause, in each case to the extent reasonably necessary for the trustee to appoint a successor Master Servicer that satisfies the requirements of the Pooling and Servicing Agreement.

“Consent Fees” means, with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced Loan), any and all fees actually paid by a borrower with respect to any consent or approval required pursuant to the terms of the related Mortgage Loan (or Serviced Whole Loan) documents that does not involve a modification evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the related Mortgage Loan (or Serviced Whole Loan) documents.

“Excess Modification Fees” means, with respect to any Mortgage Loan or Serviced Whole Loan, if applicable (but not with respect to any Non-Serviced Loan), the sum of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of the related Mortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or unreimbursed Advances and additional expenses of the Issuing Entity (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of the borrower (including indirect reimbursement from Penalty Charges or otherwise) with respect to such Mortgage Loan (or Serviced Whole Loan, if applicable), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred on behalf of the Issuing Entity with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which additional expenses will be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related borrower as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special Servicer will be required to offset any future Workout Fees or Liquidation Fees payable with respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage Loan (or Serviced Whole Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be a Corrected Loan will no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Loan within 18 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Loan, the Special Servicer will be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the

240

new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or final payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment will be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into account any offset described above applied during such prior 12-month period) with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.

“Borrower Delayed Reimbursements” means any unpaid or unreimbursed additional expenses (including, without limitation, Advances and interest on Advances) that the related borrower is required pursuant to a written modification agreement to pay in the future to the Issuing Entity in its capacity as owner of the related Mortgage Loan.

“Modification Fees” means, with respect to any Mortgage Loan or Serviced Whole Loan, if applicable (but not with respect to any Non-Serviced Loan), any and all fees collected from the related borrower with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the related Mortgage Loan or Serviced Whole Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all Assumption Fees, assumption application fees, Consent Fees and defeasance fees).

“Penalty Charges” means, with respect to any Mortgage Loan or Serviced Whole Loan, if applicable (but not with respect to any Non-Serviced Loan), (or successor REO Mortgage Loan or successor REO Serviced Companion Loan), any amounts actually collected thereon from the borrower that represent default charges, penalty charges, late fees and default interest, but excluding any amounts allocable to a Companion Loan pursuant to the related Co-Lender Agreement.

“Ancillary Fees” means, with respect to any Mortgage Loan or Serviced Whole Loan, if applicable (but not with respect to any Non-Serviced Loan), any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, defeasance fees, Assumption Fees and assumption application fees) actually received from the borrower.

“Excess Penalty Charges” means, with respect to any Mortgage Loan or Serviced Whole Loan, if applicable (but not with respect to any Non-Serviced Loan), and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such Mortgage Loan (or Serviced Whole Loan, if applicable) during the Collection Period, over (ii) all unpaid or unreimbursed additional expenses (including without limitation reimbursement of Advances and interest thereon to the extent not otherwise paid or reimbursed by or on behalf of the borrower, but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Issuing Entity (and, if applicable, the related Serviced Companion Loan Holder) with respect to such Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Penalty Charges (which additional expenses will be reimbursed from such Penalty Charges) and (B) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (A), which expenses have been recovered from the related borrower or otherwise.

“Assumption Fees” means, with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced Loan), any and all assumption fees with respect to a transfer of a related Mortgaged Property or interests in a related borrower (excluding assumption application fees).

Similar fees and/or fee provisions to those described above will be (or are expected to be) payable to the related Other Master Servicer under each Other PSA with respect to the Non-Serviced Loans, although there may be differences in the calculations of such fees.

241

Special Servicing Compensation. The principal compensation to be paid to the Special Servicer in respect of its special servicing activities will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee.

The “Special Servicing Fee” will accrue with respect to each Specially Serviced Loan and any REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) at the Special Servicing Fee Rate calculated on the basis of the Stated Principal Balance of the related Specially Serviced Loan on the same basis as interest is calculated on the related Specially Serviced Loan and will be prorated for partial periods, and will be payable monthly from general collections on all the Mortgage Loans and any REO Properties.

“Special Servicing Fee Rate” means (a) 0.25% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property will be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.

The “Workout Fee” will generally be payable with respect to each Corrected Loan (other than a Non-Serviced Loan) and will be calculated by application of the applicable Workout Fee Rate to each collection of interest (excluding default interest) and principal received on that Corrected Loan, for so long as it remains a Corrected Loan; provided that no Workout Fee will be payable by the Issuing Entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (g) of the definition of “Specially Serviced Loan” (and no other clause of that definition) and no event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Loan) or Serviced Whole Loan is modified by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement; provided, further that if a Mortgage Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related collection of interest and principal is received within 90 days following the related maturity date in connection with the full and final pay-off or refinancing of the related Mortgage Loan or Serviced Whole Loan, the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related borrower in connection with such workout. The Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

The Workout Fee with respect to any Corrected Loan will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan but will become payable again if and when the Mortgage Loan (or Serviced Whole Loan, if applicable) again becomes a Corrected Loan.

The “Workout Fee Rate” will be a rate equal to the lesser of (a) 1.0% with respect to any Corrected Loan and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than default interest) on any Mortgage Loan (other than a Non-Serviced Loan) or Serviced Whole Loan, as applicable, from the date such Mortgage Loan (or Whole Loan, if applicable) becomes a Corrected Loan through and including the related maturity date (or if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than default interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee Rate will be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than default interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date).

242

If the Special Servicer resigns or is terminated other than for cause, it will receive any Workout Fees payable on Mortgage Loans and Serviced Whole Loan that were Corrected Loans at the time of the resignation or termination or for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the borrower had not had sufficient time to make three consecutive full and timely Monthly Payments and which subsequently becomes a Corrected Loan as a result of the borrower making such three consecutive timely Monthly Payments, but such fee will cease to be payable in each case if the Corrected Loan again becomes a Specially Serviced Loan. The successor special servicer will not be entitled to any portion of those Workout Fees.

A “Liquidation Fee” will be payable with respect to each Specially Serviced Loan as to which the Special Servicer obtains a full or discounted pay-off (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related borrower and, except as otherwise described below, with respect to any Mortgage Loan repurchased or substituted for by a Sponsor, and with respect to any Specially Serviced Loan or any REO Property as to which the Special Servicer receives any Liquidation Proceeds, insurance proceeds or condemnation proceeds. The Liquidation Fee for each such repurchased or substituted Mortgage Loan, Specially Serviced Loan or REO Property will be payable from, and will be calculated by application of the Liquidation Fee Rate, to the related payment or proceeds; provided that the Liquidation Fee with respect to any Specially Serviced Loan or REO Property will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, further that if a Mortgage Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related proceeds are received within 90 days following the related maturity date in connection with the full and final pay-off or refinancing of the related Mortgage Loan, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related borrower in connection with such liquidation; provided, however, that, except as contemplated by each of the immediately preceding provisos and the second following paragraph, no Liquidation Fee will be less than $25,000.

The “Liquidation Fee Rate” will be a rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0% with respect to each Mortgage Loan (other than a Non-Serviced Loan) repurchased or substituted, each Specially Serviced Loan and each REO Property.

Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase of, or substitution for, any Mortgage Loan by the applicable Sponsor for a Material Document Defect or Material Breach, as applicable, within 90 days of the discovery or receipt of notice by the Sponsor of the Material Document Defect or Material Breach, as applicable, that gave rise to the particular repurchase or substitution obligation, (ii) the purchase of any Specially Serviced Loan by a mezzanine loan holder, if any, or the holder of any Companion Loan, in each case within 90 days of when such holder’s first purchase option first becomes exercisable under the related intercreditor agreement (provided, however, if such Specially Serviced Loan becomes a Corrected Loan, then upon the occurrence of a subsequent purchase option event, a new 90 day period will commence and no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with any such purchase of such Specially Serviced Loan during such new 90 day period); or (iii) the purchase or other acquisition of all of the Mortgage Loans and REO Properties (or the Issuing Entity’s interest in the Mortgage Loans and REO Properties) in connection with an optional termination of the Issuing Entity. The Special Servicer may not receive a Workout Fee and a Liquidation Fee with respect to the same proceeds collected on a Mortgage Loan.

“Liquidation Proceeds” means the amount (other than insurance proceeds and Condemnation Proceeds) received in connection with a liquidation of a Mortgage Loan, Serviced Companion Loan or Mortgaged Property.

243

“Defaulted Mortgage Loan” means a Mortgage Loan (or Serviced Whole Loan) (i) that is delinquent at least 60 days in respect of its Monthly Payments or delinquent in respect of its balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or Special Servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

The Special Servicer will also be entitled to retain, as additional servicing compensation (a) a specified percentage (which may be zero) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees (other than fees for insufficient or returned checks), extension fees and Assumption Fees with respect to each Mortgage Loan (other than a Non-Serviced Loan) or Serviced Whole Loan and 100% of any assumption application fees with respect to each Specially Serviced Loan and (b) any interest or other income earned on deposits in the related REO Accounts.

Although the Special Servicer is required to service and administer the pool of Mortgage Loans and the Serviced Companion Loans in accordance with the Servicing Standard and, accordingly, without regard to its rights to receive compensation under the Pooling and Servicing Agreement, additional servicing compensation in the nature of assumption and modification fees may under certain circumstances provide the Special Servicer with an economic disincentive to comply with this standard.

If at any time a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer will be required to use its reasonable efforts to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related borrower pursuant to the related loan documents, including exercising all remedies available under such loan documents that would be in accordance with the Servicing Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the related borrower.

With respect to each Collection Period, the Special Servicer will be required to deliver or cause to be delivered to the Master Servicer, within 2 business days following the Determination Date, and the Master Servicer will be required to deliver or cause to be delivered, to the extent it has received, to the Certificate Administrator, without charge and within 3 business days following the related Determination Date, a report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period; provided that no such report will be due in any month during which no Disclosable Special Servicer Fees were received.

The Special Servicer and their respective affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees or rebates) from any person or entity (including, without limitation, the Issuing Entity, any borrower, any property manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than as expressly provided for in the Pooling and Servicing Agreement; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.

“Disclosable Special Servicer Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Loan), Serviced Whole Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Loan), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any of its affiliates that is paid by any person or entity (including, without limitation, the Issuing Entity, any borrower, any property manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan and any purchaser of the related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of the related

244

Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related REO Property, and the performance by the Special Servicer or any such affiliate of any other special servicing duties under the Pooling and Servicing Agreement other than (1) any compensation which is payable to the Special Servicer under the Pooling and Servicing Agreement or (2) to the extent included in a CREFC^® Report for the applicable period, any Permitted Special Servicer/Affiliate Fees, provided that any compensation and other remuneration that the Certificate Administrator is permitted to receive or retain pursuant to the Pooling and Servicing Agreement in connection with its respective duties in such capacity as the Certificate Administrator shall not be Disclosable Special Servicer Fees.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal fees received or retained by the Special Servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property, in each case, in accordance with the Pooling and Servicing Agreement.

If either of the Element LA Mortgage Loan or the Element LA Companion Loans becomes a Specially Serviced Loan prior to the Element LA Companion Loan Securitization Date, then the Element LA Whole Loan will be specially serviced under and in accordance with the Pooling and Servicing Agreement and the Special Servicer will be entitled to receive the same special servicing compensation for the Element LA Whole Loan as if the Element LA Companion Loans were a mortgage loan under the Pooling and Servicing Agreement. Prior to the Element LA Companion Loan Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. On and after the Element LA Companion Loan Securitization Date, the Element LA Whole Loan will be serviced under the Element LA Future PSA. After such securitization, the Element LA Whole Loan will no longer be serviced pursuant to the Pooling and Servicing Agreement. If the Element LA Whole Loan is being specially serviced when the Element LA Note A-1 Companion Loan is securitized, the Special Servicer will be entitled to compensation for the period during which it acted as special servicer with respect to such Whole Loan, including its share of any liquidation or workout fees and its share of any additional servicing compensation as well as all surviving indemnity and other rights in respect of such special servicing role.

Similar fees and/or fee provisions to those described above will be (or are expected to be) payable to the related Other Special Servicer under each Other PSA with respect to the Non-Serviced Loans, although there may be differences in the calculations of such fees.

Operating Advisor Compensation. An operating advisor fee (the “Operating Advisor Fee”) will be payable to the Operating Advisor monthly from amounts received in respect of the Mortgage Loans (including the Non-Serviced Loans and any Companion Loans) and will accrue at the applicable Operating Advisor Fee Rate with respect to each Mortgage Loan (including the Non-Serviced Loans) on the Stated Principal Balance of the related Mortgage Loan and will be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods.

The “Operating Advisor Fee Rate” with respect to each Interest Accrual Period is a rate equal to 0.00125% per annum.

An Operating Advisor Consulting Fee will be payable to the Operating Advisor with respect to each Major Decision on which the Operating Advisor has consultation rights. The “Operating Advisor Consulting Fee” will be a fee for each such Major Decision equal to $12,000, or such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable); provided that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided further, that the Master Servicer or the Special Servicer, as applicable, will each be permitted to waive or reduce the amount of any such Operating Advisor Consulting Fee payable by the related borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard, but may in no event take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection (provided that the Master Servicer or the Special Servicer, as applicable, will be required to consult with the Operating Advisor prior to any such waiver or reduction).

245

Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee will be payable from funds on deposit in the Collection Account out of amounts otherwise available to make distributions on the Certificates as described in “The Pooling and Servicing Agreement—Withdrawals from the Collection Account” in this free writing prospectus, but with respect to the Operating Advisor Consulting Fee only to the extent that such fee is actually received from the related borrower. If the Operating Advisor has consultation rights with respect to a Major Decision, the Pooling and Servicing Agreement will require the Master Servicer or the Special Servicer, as applicable, to use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related borrower in connection with such Major Decision, but only to the extent not prohibited by the Mortgage Loan documents and subject to the provisos to the definition of “Operating Advisor Consulting Fee” above.

Fees and Expenses. The amounts available for distribution on the Certificates on any Distribution Date will generally be net of the following amounts:

Type/Recipient	Amount	Frequency	Source of Funds
Servicing Fee / Master Servicer	with respect to each Mortgage Loan (or Serviced Whole Loan) (including an REO Mortgage Loan), will accrue on the related Stated Principal Balance at a rate, which together with the CREFC® Intellectual Property Royalty License Fee Rate, the Trustee/Certificate Administrator Fee Rate and the Operating Advisor Fee Rate, is equal to the per annum rate set forth on Annex A to this free writing prospectus as the Administrative Fee Rate with respect to such Mortgage Loan (or Serviced Whole Loan), including any Non-Serviced Loan(1) (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)	monthly	interest collections
Additional Servicing Compensation(2) / Master Servicer	–    a specified percentage (which may be zero) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees (other than fees for insufficient or returned checks), extension fees and Assumption Fees with respect to each Mortgage Loan (other than the Non-Serviced Loans) (or Serviced Whole Loan, if applicable)(3)	from time to time	the related fee/ investment income
	–    100% of assumption application fees on non-Specially Serviced Loans and any defeasance fee actually paid by a borrower in connection with the defeasance of a Mortgage Loan (other than the Non-Serviced Loans) (or Serviced Whole Loan, if applicable)(3)	from time to time
	–    100% of fees for insufficient or returned checks
	–    all investment income earned on amounts on deposit in the collection account and certain reserve accounts(3)	monthly

246

Type/Recipient	Amount	Frequency	Source of Funds
Special Servicing Fee(2) / Special Servicer	with respect to any Specially Serviced Loan or REO Property, will accrue at a rate equal to (a) 0.25% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property will be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property (in each case, calculated on the Stated Principal Balance and same basis as interest is calculated on the related Specially Serviced Loan or REO Property and prorated for partial periods)	monthly	general collections
Workout Fee(2) / Special Servicer	with some limited exceptions, calculated at the lesser of (a) 1.0% with respect to any Corrected Loan and (b) such rate as would result in a Workout Fee of $1,000,000, when applied to each expected payment of principal and interest (other than default interest) with respect to any Mortgage Loan (or Whole Loan, if applicable) from the date such mortgage loan becomes a Corrected Loan, through and including the related maturity date; provided, however, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than default interest) on any Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee Rate will be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than default interest) on such Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date	monthly	the related collections of principal and interest
Liquidation Fee(2) / Special Servicer	with some limited exceptions, an amount calculated at the lesser of (a) 1.0% and (b) such rate as would result in a Liquidation Fee of $1,000,000, when applied to each recovery by the Special Servicer of Liquidation Proceeds, insurance proceeds, condemnation proceeds and/or other payments, with respect to each Mortgage Loan repurchased or substituted, each Specially Serviced Loan and each REO Property; provided, however, that, no Liquidation Fee will be less than $25,000	upon receipt of such proceeds and payments	the related Liquidation Proceeds, insurance proceeds, condemnation proceeds and borrower payments
Additional Special Servicing Compensation(2) / Special Servicer	–     a specified percentage (which may be zero) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees (other than fees for insufficient or returned checks), extension fees and Assumption Fees(3)	from time to time	the related fee/ investment income
	–     100% of assumption application fees on Specially Serviced Loans	from time to time

247

Type/Recipient	Amount	Frequency	Source of Funds
	–     all investment income received on funds in any REO Account	from time to time
Trustee/Certificate Administrator Fee / Trustee/Certificate Administrator	accrues at a per annum rate equal to 0.00427% (which, together with the CREFC® Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate and the Operating Advisor Fee Rate, is equal to the Administrative Fee Rate with respect to each Mortgage Loan (other than the Element LA Mortgage Loan and the Non-Serviced Loans) on the Stated Principal Balance of the related Mortgage Loan (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)	monthly	general collections
Operating Advisor Fee(4) / Operating Advisor	accrues at a per annum rate equal to 0.00125% (which, together with the CREFC® Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate and the Trustee/Certificate Administrator Fee Rate, is equal to the Administrative Fee Rate with respect to each Mortgage Loan) on the Stated Principal Balance of each Mortgage Loan (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for any partial periods)	monthly	general collections
Operating Advisor Consulting Fee(4) / Operating Advisor	a fee in connection with each Major Decision for which the Operating Advisor has consulting rights equal to $12,000 or such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan	from time to time	paid by related borrower
Property Advances(5) / Master Servicer and Trustee	to the extent of funds available, the amount of any Property Advances	from time to time	collections on the related loan, then default interest/late payment fees collected on the related loan, or if not recoverable or in the case of Workout-Delayed Reimbursement Amounts, from general collections
Interest on Property Advances(5) / Master Servicer and Trustee	at Prime Rate	when advance is reimbursed	first from default interest/late payment fees and modification fees collected on the related loan, then from general collections

248

Type/Recipient	Amount	Frequency	Source of Funds
P&I Advances / Master Servicer and Trustee	to the extent of funds available, the amount of any P&I Advances	from time to time	collections on the related loan, then default interest/late payment fees collected on the related loan, or if not recoverable or in the case of Workout-Delayed Reimbursement Amounts, from general collections
Interest on P&I Advances / Master Servicer and Trustee	at Prime Rate	when advance is reimbursed	first from default interest/late payment fees and modification fees collected on the related loan, then from general collections
Indemnification Expenses(5) / Depositor, Certificate Administrator, paying agent, custodian, Certificate Registrar, Trustee, Operating Advisor, Master Servicer and Special Servicer	amounts and expenses for which the Depositor, the Certificate Administrator, the paying agent, the custodian, the Certificate Registrar, the Trustee, the Operating Advisor, the Master Servicer (for itself or on behalf of certain indemnified sub-servicers) and the Special Servicer are entitled to indemnification	from time to time	general collections

(1) With respect to the Non-Serviced Loans, the related Other Master Servicer (or primary servicer) will be entitled to a primary servicing fee accruing at a rate equal to (a) 0.0025% per annum with respect to the 590 Madison Avenue Mortgage Loan, (b) on and after the Element LA Companion Loan Securitization Date 0.0025% per annum, with respect to the Element LA Mortgage Loan, (c) 0.0025% per annum with respect to the Hammons Hotel Portfolio Mortgage Loan and (d) 0.0025% per annum with respect to the DoubleTree Hotel Universal Mortgage Loan.

(2) In general, with respect to each Non-Serviced Loan, we anticipate that the related Other Master Servicer and/or Other Special Servicer, as applicable, will be entitled to receive fees with respect to such Non-Serviced Loan in amounts, from sources and at frequencies that are similar, but not necessarily identical, to those described in the table. The rights to compensation for such parties will be governed by the applicable Other PSA. See “Description of the Mortgage Pool—The Whole Loans” and “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

(3) Allocable between the Master Servicer and the Special Servicer as provided in the Pooling and Servicing Agreement and as described in “The Pooling and Servicing Agreement—Withdrawals from the Collection Account” in this free writing prospectus. The allocations between each Other Master Servicer and each Other Special Servicer pursuant to the related Other PSA may be different.

(4) In general, with respect to each Non-Serviced Loan (other than the 590 Madison Avenue Mortgage Loan, with respect to which there is no operating advisor or similar party under the related Other PSA) and with respect to the Element LA Mortgage Loan after the Element LA Companion Loan Securitization Date, we anticipate that the related Other Operating Advisor will be entitled to receive fees with respect to such Mortgage Loan in amounts, from sources and at frequencies that are similar, but not necessarily identical, to those described in the table for the Operating Advisor. The rights to compensation for such parties will be governed by the applicable Other PSA. See “Description of the Mortgage Pool—The Whole Loans” and “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

(5) In general, with respect to each Non-Serviced Loan, we anticipate that the related Other Master Servicer, Other Special Servicer, Other Operating Advisor, Other Certificate Administrator and Other Trustee will be entitled to receive reimbursement and/or indemnification with respect to such Non-Serviced Loan in amounts, from sources and at frequencies that are similar, but not necessarily identical, to those described in the table. See “Description of the Mortgage Pool—The Whole Loans” and “The Pooling and Servicing Agreement—Servicing of the Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus.

249

Affiliates and Certain Relationships

Transaction Party and Related Party Affiliations

The Depositor and its affiliates are playing several roles in this transaction. The Depositor is an affiliate of GSMC, a Sponsor and an Originator, GS CRE, an Originator, and Goldman, Sachs & Co., one of the underwriters.

CCRE Lending, a Sponsor and an Originator, Cantor Fitzgerald & Co., one of the underwriters, and Berkeley Point, a primary servicer, are affiliated with each other.

Midland, the Master Servicer, is also the GSMS 2015-GC34 Special Servicer of the DoubleTree Hotel Universal Whole Loan under the GSMS 2015-GC34 PSA.

SH, the Operating Advisor, is also the CGCMT 2015-GC33 Operating Advisor of the Hammons Hotel Portfolio Whole Loan under the CGCMT 2015-GC33 PSA.

Wells Fargo, the Certificate Administrator and Special Servicer, is also the GSMS 2015-590M Master Servicer and the GSMS 2015-590M Certificate Administrator of the 590 Madison Avenue Whole Loan under the GSMS 2015-590M TSA, the CGCMT 2015-GC33 Master Servicer of the Hammons Hotel Portfolio Whole Loan under the CGCMT 2015-GC33 PSA and the GSMS 2015-GC34 Master Servicer of the DoubleTree Hotel Universal Whole Loan under the GSMS 2015-GC34 PSA.

WTNA, the Trustee, is also the GSMS 2015-590M Trustee under the GSMS 2015-590M TSA and the mortgagee of record with respect to the 590 Madison Avenue Whole Loan.

Warehouse Financing Arrangements

Goldman Sachs Bank USA, an affiliate of GSMC, a Sponsor and an Originator, and Goldman, Sachs & Co., one of the underwriters, provides warehouse financing to certain affiliates of CCRE Lending through various repurchase facilities. It is anticipated that 5 of the CCRE Mortgage Loans, with an aggregate principal balance of approximately $56,750,000 as of the Cut-off Date, will be subject to the repurchase facility prior to the Closing Date. Proceeds received by CCRE Lending in connection with the contribution of Mortgage Loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties.

Interim Servicing Arrangements

Pursuant to an interim servicing agreement between GSMC and certain of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to certain of the GSMC Mortgage Loans with an outstanding aggregate principal balance of approximately $454,476,079 as of the Cut-off Date.

Pursuant to an interim servicing agreement between CCRE Lending and certain of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to one of the CCRE Mortgage Loans, with a principal balance of approximately $4,200,000 as of the Cut-off Date.

Pursuant to certain interim servicing agreements between GSMC and certain of its affiliates, on the one hand, and Wells Fargo Bank, on the other hand, Wells Fargo Bank acts as interim servicer with respect to one of the GSMC Mortgage Loans, with a principal balance of approximately $100,000,000 as of the Cut-off Date.

Pursuant to certain interim servicing agreements between CCRE Lending and certain of its affiliates, on the one hand, and Wells Fargo Bank, on the other hand, Wells Fargo Bank acts as interim servicer with respect to certain of the CCRE Mortgage Loans, with an aggregate principal balance of approximately $127,302,753 as of the Cut-off Date.

250

Pursuant to a certain interim servicing agreement between CCRE Lending and certain of its affiliates, on the one hand, and Berkeley Point, on the other hand, Berkeley Point acts as interim servicer with respect to the Element LA Mortgage Loan, with a principal balance of approximately $70,000,000 as of the Cut-off Date.

Interim and Other Custodial Arrangements

Wells Fargo Bank, which is the Special Servicer, Certificate Administrator, paying agent, certificate registrar, authenticating agent and custodian, is also acting as the interim custodian of the loan files for all of the GSMC Mortgage Loans, certain of the CCRE Mortgage Loans, with an aggregate principal balance of approximately $116,102,753 as of the Cut-off Date.

Whole Loan and Mezzanine Loan Arrangements

With respect to the 590 Madison Avenue Mortgage Loan, South Plains Mall Mortgage Loan, Westin Boston Waterfront Mortgage Loan, Element LA Mortgage Loan, Glenbrook Square Mortgage Loan, Hammons Hotel Portfolio Mortgage Loan, GSA Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan, GSMC, an Originator and a Sponsor, or an affiliate thereof will, as of the date of initial issuance of the Offered Certificates, hold one of the 590 Madison Avenue Pari Passu Companion Loans, two of the South Plains Mall Companion Loans, two of the Westin Boston Waterfront Companion Loans, one of the Element LA Companion Loans, the Glenbrook Square Companion Loan, one of the Hammons Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and one of the DoubleTree Hotel Universal Companion Loan, but is expected to transfer each of such Companion Loans to one or more future commercial mortgage securitization transactions.

With respect to the Element LA Mortgage Loan, CCRE Lending, an Originator and a Sponsor, or an affiliate thereof will, as of the date of initial issuance of the Offered Certificates, hold one of the Element LA Companion Loans, but is expected to transfer such Companion Loan to one or more future commercial mortgage securitization transactions.

Due Diligence

Eightfold Real Estate Capital Fund IV, L.P., or one of its affiliates, is expected to serve as the initial Controlling Class Representative, and has engaged Wells Fargo Bank, National Association as an independent contractor to conduct due diligence with respect to certain Mortgage Loans.

These roles and other potential relationships may give rise to conflicts of interest as further described under “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this free writing prospectus.

Other Arrangements

Pursuant to a primary servicing agreement to be entered into between Berkeley Point, an affiliate of CCRE Lending, on the one hand, and Midland, on the other hand, Berkeley Point will have full cashiering subservicing duties with respect to the Element LA Mortgage Loan, representing approximately 8.5% of the Initial Pool Balance, and will receive a fee calculated at 0.0025% per annum. In addition, pursuant to a limited subservicing agreement, Berkeley Point will have certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 13 CCRE Mortgage Loans, representing approximately 15.1% of the Initial Pool Balance, and will receive a fee calculated at 0.0200% per annum for each such CCRE Mortgage Loan.

SH assisted GSMC, a Sponsor and an Originator, and, CCRE Lending, a Sponsor and an Originator, with the preparation of certain summary materials regarding certain Mortgage Loans contributed by each such Sponsor to the Mortgage Pool.

251

These roles and other potential relationships may give rise to conflicts of interest as further described under “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this free writing prospectus.

252

Description of the Offered Certificates

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement and will consist of 16 classes (each, a “Class”), to be designated as the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates, the Class C Certificates, the Class D Certificates, the Class X-D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates and the Class R Certificates (collectively, the “Certificates”). Only the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates, the Class C Certificates, the Class D Certificates and the Class X-D Certificates (collectively, the “Offered Certificates”) are offered by this free writing prospectus. The Class X-A Certificates, the Class X-B Certificates and the Class X-D Certificates are referred to as the “Class X Certificates” in this free writing prospectus. The Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates and the Class C Certificates are referred to as the “Exchangeable Certificates” in this free writing prospectus. The Certificates other than the Exchangeable Certificates and the Class R Certificates are referred to as the “Regular Certificates” in this free writing prospectus. The Class E Certificates, the Class F Certificates, the Class G Certificates and the Class R Certificates (collectively, the “Non-Offered Certificates”) are not offered by this free writing prospectus.

The Certificates represent in the aggregate the entire beneficial ownership interest in the Issuing Entity consisting of: (i) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans due after the Cut-off Date, (ii) any Mortgaged Property acquired on behalf of the Issuing Entity through foreclosure or deed in lieu of foreclosure (upon acquisition, each, an “REO Property”), but in the case of each Serviced Whole Loan, only to the extent of the Issuing Entity’s interest in any related REO Property or, in the case of the Non-Serviced Loans, a beneficial interest in a Mortgaged Property acquired upon a foreclosure of any Non-Serviced Loan under the applicable Other PSA, (iii) all of the Trustee’s rights in any reserve account or lock-box account (to the extent of the Issuing Entity’s interest the lock-box account) and such funds or assets as from time to time are deposited in the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account and any account established in connection with REO Properties (an “REO Account”), (iv) the Trustee’s rights in any assignment of leases, rents and profits and any security agreement, indemnity or guarantee given as additional security for the Mortgage Loans, (v) the Master Servicer’s and the Trustee’s rights under all insurance policies with respect to the Mortgage Loans and (vi) the Trustee’s rights under any environmental indemnity agreements relating to the Mortgaged Properties. The Certificates do not represent an interest in or obligation of the Depositor, the Sponsors, the Originators, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the underwriters, the borrowers, the property managers or any of their respective affiliates.

253

Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates (collectively, the “Sequential Pay Certificates”) and the Class PEZ Certificates (collectively with the Sequential Pay Certificates, the “Principal Balance Certificates”) will have the respective Certificate Principal Amounts (or, in the case of the respective Classes of Exchangeable Certificates, the maximum Certificate Principal Amounts), and the Class X-A, Class X-B and Class X-D Certificates will have the respective Notional Amounts, shown below (in each case, subject to a variance of plus or minus 5%):

Class	Initial Certificate Principal Amount or Notional Amount
Class A-1	$	29,163,000
Class A-2	$	200,000,000
Class A-3	$	297,565,000
Class A-AB	$	47,694,000
Class X-A	$	625,710,000
Class X-B	$	43,082,000
Class A-S(1)	$	51,288,000	(2)
Class B(1)	$	43,082,000	(2)
Class PEZ(1)	$	141,554,000	(2)
Class C(1)	$	47,184,000	(2)
Class D	$	42,056,000
Class X-D	$	42,056,000
Class E	$	20,515,000
Class F	$	8,207,000
Class G	$	33,849,932

(1) The Class A-S, Class B and Class C Certificates may be exchanged for Class PEZ Certificates, and Class PEZ Certificates may be exchanged for the Class A-S, Class B and Class C Certificates.

(2) On the Closing Date, the Issuing Entity will issue the Class A-S, Class B and Class C Trust Components, which will have outstanding principal balances on the Closing Date of $51,288,000, $43,082,000 and $47,184,000, respectively. The Exchangeable Certificates will, at all times, represent undivided beneficial ownership interests in the portion of a grantor trust that will hold such Trust Components. Each of the Class A-S, Class B, Class PEZ and Class C Certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and/or Class C Trust Components. Following any exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates or any exchange of Class PEZ Certificates for Class A-S, Class B and Class C Certificates, the percentage interests of the outstanding principal balances of the Class A-S, Class B and Class C Trust Components that is represented by the Class A-S, Class B, Class PEZ and Class C Certificates will be increased or decreased accordingly. The initial Certificate Principal Amount of each Class of the Class A-S, Class B and Class C Certificates shown in the table on the cover page of this free writing prospectus, in the table above and on the back cover of this free writing prospectus represents the maximum Certificate Principal Amount of such Class without giving effect to any issuance of Class PEZ Certificates. The initial Certificate Principal Amount of the Class PEZ Certificates shown in the table on the cover page of this free writing prospectus, in the table above and on the back cover of this free writing prospectus is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates, representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange. The actual Certificate Principal Amount of any Class of Exchangeable Certificates issued on the Closing Date may be less than the maximum Certificate Principal Amount of that Class and may be zero. The Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates to be issued on the Closing Date will be reduced, in required proportions, by an amount equal to the Certificate Principal Amount of the Class PEZ Certificates issued on the Closing Date. The initial Certificate Principal Amount of any Trust Component will equal the initial Certificate Principal Amount of the Class of Exchangeable Certificates having the same alphabetical designation without regard to any exchange of such Certificates for Class PEZ Certificates.

254

The “Certificate Principal Amount” of any Class of Certificates or Trust Component outstanding at any time represents the maximum amount to which its holders (or, in the case of a Trust Component, the holders of Exchangeable Certificates evidencing an interest in that Trust Component) are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Issuing Entity, all as described in this free writing prospectus. The Certificate Principal Amount of each Class of Certificates or Trust Component will in each case be reduced by amounts actually distributed to that Class or Trust Component that are allocable to principal and by any Realized Losses allocated to that Class or Trust Component and may be increased by recoveries of such Realized Losses as described under “—Distributions—Realized Losses” below. In the event that Realized Losses previously allocated to a Class of Certificates (exclusive of the Exchangeable Certificates) or Trust Component (and, therefore, the applicable Exchangeable Certificates) in reduction of the related Certificate Principal Amount are recovered subsequent to the reduction of the Certificate Principal Amount of such Class or Trust Component to zero, holders of such Class, or of Exchangeable Certificates evidencing an interest in such Trust Component, may receive distributions in respect of such recoveries in accordance with the priorities set forth below under “—Distributions—Payment Priorities” in this free writing prospectus.

The Class X Certificates will not have Certificate Principal Amounts. Each Class of Class X Certificates will represent in the aggregate the right to receive distributions of interest accrued as described in this free writing prospectus on its respective notional principal amount (each, a “Notional Amount”). The Notional Amount of the Class X-A Certificates will equal the sum of the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and Class A-S Trust Component immediately prior to the related Distribution Date. The Notional Amount of the Class X-A Certificates will be reduced to the extent of all reductions in the aggregate of the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and the Class A-S Trust Component. The Notional Amount of the Class X-B Certificates will equal the Certificate Principal Amount of the Class B Trust Component immediately prior to the related Distribution Date. The Notional Amount of the Class X-B Certificates will be reduced to the extent of all reductions in the Certificate Principal Amount of the Class B Trust Component. The Notional Amount of the Class X-D Certificates will equal the Certificate Principal Amount of the Class D Certificates immediately prior to the related Distribution Date. The Notional Amount of the Class X-D Certificates will be reduced to the extent of all reductions in the Certificate Principal Amount of the Class D Certificates.

“Class A-S Percentage Interest” means, the quotient of the Certificate Principal Amount of the Class A-S Certificates divided by the Certificate Principal Amount of the Class A-S Trust Component. As of the Closing Date, the Class A-S Percentage Interest will be      %.

“Class A-S Trust Component” means an interest issued as a regular interest in the Upper-Tier REMIC with a Pass-Through Rate equal to      % per annum. The Class A-S Certificates will represent beneficial ownership of the Class A-S Percentage Interest of the Class A-S Trust Component, and the Class PEZ Certificates will represent beneficial ownership of, among other things, the Class A-S-PEZ Percentage Interest of the Class A-S Trust Component. The Class A-S Trust Component will be held in the Grantor Trust.

“Class A-S-PEZ Percentage Interest” means 100.0% minus the Class A-S Percentage Interest. As of the Closing Date, the Class A-S-PEZ Percentage Interest will be     %.

“Class B Percentage Interest” means, the quotient of the Certificate Principal Amount of the Class B Certificates divided by the Certificate Principal Amount of the Class B Trust Component. As of the Closing Date, the Class B Percentage Interest will be %.

“Class B Trust Component” means an interest issued as a regular interest in the Upper-Tier REMIC with a Pass-Through Rate equal to % per annum. The Class B Certificates will represent beneficial ownership of the Class B Percentage Interest of the Class B Trust Component, and the Class PEZ Certificates will represent beneficial ownership of, among other things, the Class B-PEZ Percentage Interest of the Class B Trust Component. The Class B Trust Component will be held in the Grantor Trust.

255

“Class B-PEZ Percentage Interest” means 100.0% minus the Class B Percentage Interest. As of the Closing Date, the Class B-PEZ Percentage Interest will be      %.

“Class C Percentage Interest” means, the quotient of the Certificate Principal Amount of the Class C Certificates divided by the Certificate Principal Amount of the Class C Trust Component. As of the Closing Date, the Class C Percentage Interest will be      %.

“Class C Trust Component” means an interest issued as a regular interest in the Upper-Tier REMIC with a Pass-Through Rate equal to      % per annum. The Class C Certificates will represent beneficial ownership of the Class C Percentage Interest of the Class C Trust Component, and the Class PEZ Certificates will represent beneficial ownership of, among other things, the Class C-PEZ Percentage Interest of the Class C Trust Component. The Class C Trust Component will be held in the Grantor Trust.

“Class C-PEZ Percentage Interest” means 100.0% minus the Class C Percentage Interest. As of the Closing Date, the Class C-PEZ Percentage Interest will be      %.

“Class PEZ Component” means any of the Class PEZ Component A-S, Class PEZ Component B or Class PEZ Component C.

“Class PEZ Component A-S” means the portion of the Class A-S Trust Component equal to the Class A-S-PEZ Percentage Interest of the Class A-S Trust Component.

“Class PEZ Component B” means the portion of the Class B Trust Component equal to the Class B-PEZ Percentage Interest of the Class B Trust Component.

“Class PEZ Component C” means the portion of the Class C Trust Component equal to the Class C-PEZ Percentage Interest of the Class C Trust Component.

“Trust Component” means any of the Class A-S Trust Component, Class B Trust Component or Class C Trust Component.

Exchanges of Exchangeable Certificates

Exchanges

Groups of Class A-S, Class B and Class C Certificates may be exchanged for Class PEZ Certificates and vice versa, in whole or in part, as described more fully below. This process may occur repeatedly. However, exchanges will no longer be permitted following the date when the then-current principal balance of the Class A-S Trust Component (and, correspondingly, to the extent evidencing an interest the Class A-S Trust Component, the Class A-S Certificates and the applicable component of the Class PEZ Certificates) is reduced to zero as a result of the payment in full of all interest and principal on that Trust Component.

Following the Closing Date, Class A-S, Class B and Class C Certificates that collectively evidence a uniform Tranche Percentage Interest in each Trust Component (such Certificates in the aggregate, an “Exchangeable Proportion”) will be exchangeable on the books of DTC for Class PEZ Certificates that represent the same Tranche Percentage Interest in each Trust Component as the Certificates to be surrendered, and any Class PEZ Certificates will be exchangeable on the books of DTC for Class A-S, Class B and Class C Certificates that evidence the same Tranche Percentage Interest in each Trust Component as the Class PEZ Certificates to be surrendered. For these purposes, the “Tranche Percentage Interest” of any Certificate in relation to a Trust Component is the ratio, expressed as a percentage, of (a) the Certificate Principal Amount of that Certificate (or, in the case of a Class PEZ Certificate, the portion of the principal amount of the Class PEZ Component with the same letter designation as that Trust Component, that is evidenced by such Certificate) to (b) the outstanding principal balance of that Trust Component.

256

There will be no limitation on the number of exchanges authorized under the exchange provisions of the Pooling and Servicing Agreement. In all cases, however, an exchange may not occur if the face amount of the Certificates to be received in the exchange would not represent an authorized denomination for the relevant Class as described under “—Delivery, Form, Transfer and Denomination” below. In addition, the Depositor will have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.

The various amounts distributable on the Class PEZ Certificates on each Distribution Date in respect of Interest Accrual Amounts, Interest Distribution Amounts, Interest Shortfalls, Principal Distribution Amounts, reimbursements of Realized Losses, yield maintenance charges and excess liquidation proceeds allocated to any of the respective Tranche Percentage Interests in the Class A-S, Class B and Class C Trust Components represented by the Class PEZ Certificates will be so distributed in a single, aggregate distribution to the holders of the Class PEZ Certificates on such Distribution Date. In addition, the Class PEZ Certificates will be allocated the aggregate amount of Realized Losses, Interest Shortfalls and other interest shortfalls (including those resulting from Appraisal Reduction Events) corresponding to the Tranche Percentage Interests in the Class A-S, Class B and Class C Trust Components represented by the Class PEZ Certificates. See ”—Distributions” below.

For a discussion of the federal income tax consequences of the acquisition, ownership and disposition of the Exchangeable Certificates, see “Material Federal Income Tax Consequences—Taxation of the Exchangeable Certificates” in this free writing prospectus.

Procedures

If a Certificateholder wishes to exchange Class A-S, Class B and Class C Certificates for Class PEZ Certificates, or Class PEZ Certificates for Class A-S, Class B and Class C Certificates, such Certificateholder must notify the Certificate Administrator by e-mail at cts.cmbs.bond.admin@wellsfargo.com no later than 3 business days prior to the proposed date of such exchange (the “Exchange Date”). The Exchange Date can be any business day other than the first or last business day of the month. In addition, the Certificateholder must provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: the CUSIP numbers of the Exchangeable Certificates to be exchanged and received, the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and received, the Certificateholder’s DTC participant number and the proposed Exchange Date. After receiving the notice, the Certificate Administrator will be required to e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee. The Certificateholder and the Certificate Administrator will utilize the “deposit and withdrawal system” at DTC to effect the exchange.

The aggregate principal and interest entitlements of the Certificates received will equal the aggregate entitlements of principal and interest of the Certificates surrendered. The notice of exchange will become irrevocable on the 2^nd business day before the proposed Exchange Date.

The first distribution on an Exchangeable Certificate received pursuant to an exchange will be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate. None of the Certificate Administrator, the Trustee or the Depositor will have any obligation to ensure the availability of the applicable Certificates to accomplish any exchange.

Distributions

Method, Timing and Amount

Distributions on the Certificates are required to be made on the 4^th business day following the related Determination Date of each month (each, a “Distribution Date”), commencing in December 2015. All distributions (other than the final distribution on any Certificate) are required to be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on the last day of the month immediately preceding the month in which the related Distribution Date occurs

257

or, if such day is not a business day, the immediately preceding business day (that date, the “Record Date”). Distributions are required to be made (a) by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities for such payment, if the Certificateholder provides the Certificate Administrator with wiring instructions no less than five business days prior to the related Record Date, or otherwise (b) by check mailed to the Certificateholder. The final distribution on any Certificates is required to be made in like manner, but only upon presentment and surrender of the Certificate at the location specified in the notice to the Certificateholder of such final distribution. All distributions made with respect to a Class of Offered Certificates on each Distribution Date will be allocated pro rata among the outstanding Certificates of such Class based on their respective Percentage Interests. The “Percentage Interest” evidenced by any Certificate (other than a Class R Certificate) will equal its initial denomination as of the Closing Date divided by the initial Certificate Principal Amount or Notional Amount, as applicable, of the related Class. For these purposes on any date of determination, the “initial denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange will be determined as if such Certificate was part of the related Class on the Closing Date, the “initial denomination as of the Closing Date” of any Exchangeable Certificate surrendered in an exchange will be determined as if such Certificate was not part of the related Class on the Closing Date and the initial Certificate Principal Amount of the related Class of Exchangeable Certificates will be determined as if such Class consisted only of the Certificates composing the Class on that date of determination and such Certificates had been outstanding as of the Closing Date.

The aggregate distribution to be made on the Certificates on any Distribution Date (exclusive of distributions of yield maintenance charges and prepayment premiums) will equal the Available Funds. The “Available Funds” for a Distribution Date will, in general, equal the sum of the following amounts (without duplication):

(i)       the total amount of all cash received on the Mortgage Loans and any REO Properties that are on deposit in the Collection Account and the Lower-Tier Distribution Account, as of the business day preceding the related Master Servicer Remittance Date, exclusive of (without duplication):

(A)      all scheduled Monthly Payments and balloon payments collected but due on a Due Date (without regard to grace periods) that occurs after the end of the related Collection Period (without regard to grace periods);

(B)      all unscheduled payments of principal (including prepayments), unscheduled interest, net liquidation proceeds, net insurance proceeds and Net Condemnation Proceeds and other unscheduled recoveries received after the related Determination Date (or in the case of the Non-Serviced Loans, after the business day preceding the related Master Servicer Remittance Date);

(C)      all amounts in the Collection Account that are due or reimbursable to any person other than the Certificateholders;

(D)     with respect to each Mortgage Loan that accrued interest on an Actual/360 Basis and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent those funds are on deposit in the Collection Account;

(E)      all yield maintenance charges and prepayment premiums;

(F)      all amounts deposited in the Collection Account or the Lower-Tier Distribution Account in error; and

258

(G)      any late payment charges, any default interest received on any Mortgage Loan in excess of interest calculated at the Mortgage Loan Rate for the Mortgage Loan and any similar fees and charges;

(ii)      all Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution Date and all P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders); and

(iii)      for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in that month), the related Withheld Amounts required to be deposited in the Lower-Tier Distribution Account pursuant to the Pooling and Servicing Agreement.

“Monthly Payment” with respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Mortgage Loan and/or REO Serviced Companion Loan) and any Due Date is the scheduled monthly payment of principal (if any) and interest at the related Mortgage Loan Rate which is payable by the related borrower on such Due Date. The Monthly Payment with respect to any Distribution Date and (i) an REO Mortgage Loan or REO Serviced Companion Loan or (ii) any Mortgage Loan or Serviced Companion Loan that is delinquent at its maturity date and with respect to which the Special Servicer has not entered into an extension, is the monthly payment that would otherwise have been payable on the related Due Date had the related Mortgage Note not been discharged or the related maturity date had not been reached, as the case may be, determined as set forth in the Pooling and Servicing Agreement.

“Net Condemnation Proceeds” are the Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Serviced Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property.

“Condemnation Proceeds” are all of the proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to the Non-Serviced Loans) by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage. In the case of the Non-Serviced Loans, “Condemnation Proceeds” means any portion of such proceeds received by the Issuing Entity in connection with the related Non-Serviced Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.

“Collection Period” with respect to a Distribution Date and each Mortgage Loan is the period beginning on the day after the Due Date (without regard to grace periods) in the month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in December 2015, beginning on the day after the Cut-off Date) and ending on and including the Due Date (without regard to grace periods) in the month in which such Distribution Date occurs.

“Determination Date” with respect to any Distribution Date is the sixth day of the calendar month of the related Distribution Date or, if the sixth day is not a business day, the next business day, commencing in December 2015.

Payment Priorities

As used below in describing the priorities of distribution of Available Funds for each Distribution Date, the terms set forth below will have the following meanings:

The “Interest Accrual Amount” with respect to any Distribution Date and any Class of Regular Certificates and any Trust Component is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class or Trust Component on the related Certificate Principal Amount or Notional Amount, as applicable, immediately prior to that Distribution Date. Calculations of interest on the Regular Certificates and the Trust Components will be made on the basis of a 360-day year consisting of twelve 30-day months.

259

The “Interest Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which such Distribution Date occurs. Each Interest Accrual Period with respect to each Class of Certificates and Trust Component is assumed to consist of 30 days.

The “Interest Distribution Amount” with respect to any Distribution Date and each Class of Regular Certificates and any Trust Component will equal (A) the sum of (i) the Interest Accrual Amount with respect to such Class or Trust Component for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class or Trust Component for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class or Trust Component on such Distribution Date.

An “Interest Shortfall” with respect to any Distribution Date for any Class of Regular Certificates and any Trust Component is the sum of (a) the portion of the Interest Distribution Amount for such Class or Trust Component remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) other than in the case of a Class of Class X Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates or Trust Component for the current Distribution Date and (ii) in the case of a Class of Class X Certificates, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

The “Pass-Through Rate” with respect to any Class of Sequential Pay Certificates, any Class of Class X Certificates and any Trust Component for any Interest Accrual Period and the related Distribution Date is the per annum rate at which interest accrues on the Certificates of such Class or Trust Component during such Interest Accrual Period. The Pass-Through Rates are as follows:

The Pass-Through Rate on the Class A-1 Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class A-2 Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class A-3 Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class A-AB Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class A-S Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class B Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class C Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class D Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class E Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class F Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class G Certificates is a per annum rate equal to      %.

The Pass-Through Rate on the Class X-A Certificates is variable and, for each Distribution Date, will be a per annum rate equal to the weighted average of the Class X Strip Rates for the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and the Class A-S Trust Component for such Distribution Date (weighted on the basis of the respective Certificate Principal Amounts of such Classes of Certificates and such Trust Component immediately prior to such Distribution Date). The Pass-Through Rate on the Class X-B Certificates is variable and, for each Distribution Date, will be a per annum rate equal to the Class X Strip Rate for the Class B Trust Component for such Distribution Date. The Pass-Through Rate on the Class X-D Certificates is variable and, for each Distribution Date, will be a per annum rate equal to the Class X Strip Rate for the Class D Certificates. The approximate initial Pass-Through Rate on each Class of the Class X Certificates is set forth in the “Certificate Summary” of this free writing prospectus.

260

The Pass-Through Rates for the Class A-S Certificates and the Class A-S Trust Component will, at all times, be the same. The Pass-Through Rates for the Class B Certificates and the Class B Trust Component will, at all times, be the same. The Pass-Through Rates for the Class C Certificates and the Class C Trust Component will, at all times, be the same.

The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Trust Components represented by the Class PEZ Certificates.

The “Class X Strip Rate” for each Class of Sequential Pay Certificates (other than the Exchangeable Certificates) and each Trust Component for any Distribution Date will be a per annum rate equal to the excess, if any, of (i) the WAC Rate for such Distribution Date over (ii) the Pass-Through Rate of such Class of Sequential Pay Certificates or Trust Component for such Distribution Date.

The “WAC Rate” with respect to any Distribution Date is a per annum rate equal to the weighted average of the Net Mortgage Loan Rates in effect for the Mortgage Loans (including the REO Mortgage Loans) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of the respective Stated Principal Balances of the Mortgage Loans immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.

The “Net Mortgage Loan Rate” with respect to any Mortgage Loan (including any REO Mortgage Loan) is a per annum rate equal to the related Mortgage Loan Rate minus the related Administrative Fee Rate. Notwithstanding the foregoing, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of each Mortgage Loan that accrues interest on an Actual/360 Basis for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued (exclusive of default interest) in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the related Mortgage Loan Rate minus the related Administrative Fee Rate. However, for purposes of calculating Pass-Through Rates and the WAC Rate, with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, (i) the Net Mortgage Loan Rate for the one-month period preceding the Due Dates in January and February in any year which is not a leap year and in February in any year which is a leap year (unless, in either case, the related Distribution Date is the final Distribution Date) will be determined net of the related Withheld Amounts and (ii) the Net Mortgage Loan Rate for the one-month period preceding the Due Date in March will be determined taking into account the addition of any such Withheld Amounts. For purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower, and without regard to the related Mortgaged Property becoming an REO Property.

The “Administrative Fee Rate” for any Mortgage Loan (including any REO Mortgage Loan) as of any date of determination will be equal to the sum of the CREFC^® Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate and the Trustee/Certificate Administrator Fee Rate. In addition, for each Serviced Whole Loan, the Administrative Fee Rate will equal a fixed rate per annum for the related Mortgage Loan equal to the sum of the CREFC^® Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate and the Trustee/Certificate Administrator Fee Rate and for the Serviced Companion Loan will be equal to the Servicing Fee Rate for such Serviced Companion Loan.

“CREFC^® Intellectual Property Royalty License Fee” will accrue with respect to each Mortgage Loan (including any REO Mortgage Loan) at the per annum rate equal to the CREFC^® Intellectual Property Royalty License Fee Rate calculated on the basis of the Stated Principal Balance of the related Mortgage Loan on the same basis as interest is calculated on the related Mortgage Loan and will be prorated for partial periods, and will be payable monthly from general collections on all the Mortgage Loans and any REO Properties.

261

“CREFC^® Intellectual Property Royalty License Fee Rate” will be a rate equal to 0.0005%.

The “Mortgage Loan Rate” with respect to any Mortgage Loan (including any REO Mortgage Loan) or Serviced Companion Loan (including REO Serviced Companion Loan) is the per annum rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as applicable, as stated in the related Mortgage Note or Co-Lender Agreement in each case without giving effect to the default rate.

The “Stated Principal Balance” of each Mortgage Loan will initially equal its Cut-off Date Balance (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received) and, on each Distribution Date, will be reduced by the amount of related principal payments received by the Issuing Entity or advanced for such Distribution Date. The “Stated Principal Balance” of each Serviced Companion Loan will initially equal its unpaid principal balance as of the Cut-off Date, after application of all scheduled payments of principal and interest due on or before the Cut-off Date, whether or not received, and on each Distribution Date, will be reduced by any payments or other collections of principal on such Serviced Companion Loan that are received by the holder of such Serviced Companion Loan in the month of such Distribution Date. The Stated Principal Balance of a Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan may also be reduced in connection with any modification that reduces the principal amount due on such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as the case may be, or any forced reduction of its actual unpaid principal balance imposed by a court presiding over a bankruptcy proceeding in which the related borrower is the debtor. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus. If any Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan is paid in full or the Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan (or any Mortgaged Property acquired in respect of the Mortgage Loan or Serviced Whole Loan) is otherwise liquidated, then as of the first Distribution Date that follows the first Determination Date on or before which the payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as the case may be, will be zero. The “Stated Principal Balance” of a Serviced Whole Loan, as of any date of determination, is equal to the then aggregate Stated Principal Balance of the related Mortgage Loan and Serviced Companion Loan(s).

The “Principal Distribution Amount” for any Distribution Date will be equal to:

(a)   the sum, without duplication, of:

(1)       the principal component of all scheduled Monthly Payments and balloon payments due on the Mortgage Loans (including the REO Mortgage Loans) on their respective Due Dates immediately preceding such Distribution Date (if received or (other than balloon payments) advanced by the Master Servicer or Trustee, in respect of such Distribution Date);

(2)       the principal component of any payment on any Mortgage Loan received or applied on or after the date on which such payment was due which is on deposit in the Collection Account as of the related Determination Date (or, in the case of the Non-Serviced Loans, by the business day immediately preceding the related Master Servicer Remittance Date), net of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan;

(3)       Unscheduled Payments on the Mortgage Loans (including the REO Mortgage Loans) on deposit in the Collection Account as of the related Determination Date (or, in the case of the Non-Serviced Loans, as of the business day immediately preceding the related Master Servicer Remittance Date); and

(4)       the Principal Shortfall, if any, for such Distribution Date, less

262

(b)   the sum, without duplication, of the amount of any reimbursements of:

(1)       Non-Recoverable Advances (including any servicing advance with respect to a Non-Serviced Loan under the related Other PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Non-Recoverable Advances, that are paid or reimbursed from principal collected on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; and

(2)       Workout-Delayed Reimbursement Amounts that are paid or reimbursed from principal collected on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date;

provided that, if any of the amounts of the type described in clauses (b)(1) and (b)(2) above that were allocated to reduce the Principal Distribution Amount for a prior Distribution Date are subsequently recovered, such recovery will be added to the Principal Distribution Amount for the Distribution Date related to the applicable one-month period in which such recovery occurs.

The “Principal Shortfall” for any Distribution Date means the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed on such preceding Distribution Date in respect of such Principal Distribution Amount.

The “Unscheduled Payments” with respect to the Mortgage Loans or any Distribution Date will equal the aggregate of: (a) all prepayments of principal received on the Mortgage Loans (including any Non-Serviced Loan) during the applicable one-month period ending on the related Determination Date; and (b) any other collections (exclusive of payments by borrowers) received on the Mortgage Loans, and any REO Properties (including any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) during the applicable one-month period ending on the related Determination Date, whether in the form of Liquidation Proceeds, insurance and condemnation proceeds, net income, rents, and profits from REO Property (including any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) or otherwise, that were identified and applied by the Master Servicer as recoveries of previously unadvanced principal of the related Mortgage Loan, and, in the case of Liquidation Proceeds, insurance proceeds and condemnation proceeds, net of any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Issuing Entity incurred in connection with the related Mortgage Loan.

An “REO Mortgage Loan” is any Mortgage Loan as to which the related Mortgaged Property has become an REO Property or a beneficial interest in a Mortgaged Property acquired upon a foreclosure of any of the Non-Serviced Loans under the applicable Other PSA.

An “REO Serviced Companion Loan” is any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property.

On each Distribution Date, the Available Funds are required to be distributed in the following amounts and order of priority:

First, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for those Classes;

Second, to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, in reduction of the Certificate Principal Amounts of those Classes, in the following priority:

(i)     to the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount for such Distribution Date and the amount necessary to reduce the Certificate Principal Amount of the Class A-AB Certificates to the scheduled principal balance set forth on

263

Annex F to this free writing prospectus with respect to the Class A-AB Certificates (the “Class A-AB Scheduled Principal Balance”) for such Distribution Date;

(ii)      to the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clause (i) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-1 Certificates is reduced to zero;

(iii)      to the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) and (ii) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-2 Certificates is reduced to zero;

(iv)      to the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (iii) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-3 Certificates is reduced to zero; and

(v)      to the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (iv) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-AB Certificates is reduced to zero.

Third, to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;

Fourth, to the Class A-S Trust Component and, thus, concurrently, to the Class A-S Certificates, in respect of interest, up to an amount equal to the Class A-S Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class A-S Trust Component, and to the Class PEZ Certificates, in respect of interest, up to an amount equal to the Class A-S-PEZ Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class A-S Trust Component, pro rata in proportion to their respective percentage interests in the Class A-S Trust Component;

Fifth, to the Class A-S Trust Component and, thus, concurrently, to the Class A-S Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Class A-S Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, and to the Class PEZ Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Class A-S-PEZ Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, pro rata in proportion to their respective percentage interests in the Class A-S Trust Component, until the Certificate Principal Amount of the Class A-S Trust Component is reduced to zero;

Sixth, to the Class A-S Trust Component and, thus, concurrently, to the Class A-S Certificates, up to an amount equal to the Class A-S Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class A-S Trust Component, plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly from the date the related Realized Loss was allocated to such Trust Component, and to the Class PEZ Certificates, up to an amount equal to the Class A-S-PEZ Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class A-S Trust Component, plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly from the date the related Realized Loss was allocated to such Trust Component, pro rata in proportion to their respective percentage interests in the Class A-S Trust Component;

Seventh, to the Class B Trust Component, and, thus, concurrently, to the Class B Certificates, in respect of interest, up to an amount equal to the Class B Percentage Interest multiplied by the aggregate

264

Interest Distribution Amount with respect to the Class B Trust Component, and to the Class PEZ Certificates, in respect of interest, up to an amount equal to the Class B-PEZ Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class B Trust Component, pro rata in proportion to their respective percentage interests in the Class B Trust Component;

Eighth, to the Class B Trust Component, and, thus, concurrently, to the Class B Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Class B Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, and to the Class PEZ Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Class B-PEZ Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, pro rata in proportion to their respective percentage interests in the Class B Trust Component, until the Certificate Principal Amount of the Class B Trust Component is reduced to zero;

Ninth, to the Class B Trust Component and, thus, concurrently, to the Class B Certificates, up to an amount equal to the Class B Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class B Trust Component, plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly from the date the related Realized Loss was allocated to such Trust Component, and to the Class PEZ Certificates, up to an amount equal to the Class B-PEZ Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class B Trust Component, plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly from the date the related Realized Loss was allocated to such Trust Component, pro rata in proportion to their respective percentage interests in the Class B Trust Component;

Tenth, to the Class C Trust Component and, thus, concurrently, to the Class C Certificates, in respect of interest, up to an amount equal to the Class C Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class C Trust Component, and to the Class PEZ Certificates, in respect of interest, up to an amount equal to the Class C-PEZ Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class C Trust Component, pro rata in proportion to their respective percentage interests in the Class C Trust Component;

Eleventh, to the Class C Trust Component, and, thus, concurrently, to the Class C Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Class C Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, and to the Class PEZ Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Class C-PEZ Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, pro rata in proportion to their respective percentage interests in the Class C Trust Component, until the Certificate Principal Amount of the Class C Trust Component is reduced to zero;

Twelfth, to the Class C Trust Component and, thus, concurrently, to the Class C Certificates, up to an amount equal to the Class C Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class C Trust Component, plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly from the date the related Realized Loss was allocated to such Trust Component, and to the Class PEZ Certificates, up to an amount equal to the Class C-PEZ Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class C Trust Component, plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly from the date the related Realized Loss was allocated to such Trust Component, pro rata in proportion to their respective percentage interests in the Class C Trust Component;

Thirteenth, to the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts of those Classes;

265

Fourteenth, to the Class D Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Principal Amount is reduced to zero;

Fifteenth, to the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;

Sixteenth, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Seventeenth, to the Class E Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Principal Amount is reduced to zero;

Eighteenth, to the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;

Nineteenth, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Twentieth, to the Class F Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Principal Amount is reduced to zero;

Twenty-first, to the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;

Twenty-second, to the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Twenty-third, to the Class G Certificates, in reduction of their Certificate Principal Amount, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until their Certificate Principal Amount is reduced to zero;

Twenty-fourth, to the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; and

Twenty-fifth, to the Class R Certificates, any remaining amounts.

Notwithstanding the foregoing, on each Distribution Date occurring on and after the date the Certificate Principal Amount of all Sequential Pay Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates) and the Class PEZ Certificates is (or is expected to be) reduced to zero (that date, the “Cross Over Date”), regardless of the allocation of principal payments described in priority Second above, the Principal Distribution Amount for such Distribution Date is required to be distributed, pro rata (based on their respective outstanding Certificate Principal Amounts), among the

266

Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, in reduction of their respective Certificate Principal Amounts.

Prepayment Premiums

On any Distribution Date, prepayment premiums and yield maintenance charges collected as of the related Determination Date are required to be distributed to the holders of the Classes of Certificates as described below.

On each Distribution Date, each yield maintenance charge collected on the Mortgage Loans during the one-month period ending on the related Determination Date is required to be distributed as follows: (a) pro rata, between (i) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-AB and Class X-A Certificates and the Class  A-S Trust Component (and correspondingly the Class A-S and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Trust Component) and (ii) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of the Class X-B Certificates, the Class B Trust Component (and correspondingly the Class B and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Trust Component), the Class C Trust Component (and correspondingly the Class C and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Trust Component) and the Class D Certificates, based upon the aggregate amount of principal distributed to the Classes of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and/or Trust Component(s) (and, therefore, the applicable Classes of Exchangeable Certificates) in each YM Group on such Distribution Date; and (b) as among the respective Classes of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and Trust Component(s) in each YM Group in the following manner: (i) each Class of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and each Trust Component (and, therefore, the applicable Classes of Exchangeable Certificates) in such YM Group will be entitled to receive on each Distribution Date the portion of such yield maintenance charge in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such Class of Sequential Pay Certificates or Trust Component on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and Trust Components (and, therefore, the applicable Classes of Exchangeable Certificates) in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment and such Class of Certificates or Trust Component, and (z) the aggregate amount of such yield maintenance charge allocated to such YM Group and (ii) the portion of such yield maintenance charge allocated to such YM Group remaining after such distributions to the applicable Class(es) of Sequential Pay Certificates and/or Trust Component(s), will be distributed to the Class of Class X Certificates in such YM Group. If there is more than one Class of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and/or Trust Component (and, therefore, the applicable Classes of Exchangeable Certificates) in either YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable to such Classes and/or Trust Components, the aggregate amount of such yield maintenance charges will be allocated among all such Classes of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and/or Trust Components (and, therefore, the applicable Classes of Exchangeable Certificates) up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the first sentence of this paragraph.

The “Base Interest Fraction” with respect to any principal prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-AB and Class D Certificates or any Trust Component is a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates or Trust Component exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) Mortgage Loan Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment; provided, however, that under no circumstances will the Base Interest Fraction be greater than one. However, if such discount rate is greater than or equal to the lesser of (x) the Mortgage Loan Rate on such Mortgage Loan

267

and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction will equal zero; provided that if such discount rate is greater than or equal to the Mortgage Loan Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction will equal one.

If a prepayment premium is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for Mortgage Loans that require payment at the greater of a yield maintenance charge and a minimum amount equal to a fixed percentage of the principal balance of the Mortgage Loan or, for Mortgage Loans that only have a prepayment premium based on a fixed percentage of the principal balance of the Mortgage Loan, such other discount rate as may be specified in the related Mortgage Loan documents.

No prepayment premiums or yield maintenance charges will be distributed to holders of the Class X-D, Class E, Class F, Class G or Class R Certificates. Instead, after the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-AB and Class D Certificates and the Trust Components have been reduced to zero, all prepayment premiums and yield maintenance charges with respect to Mortgage Loans will be distributed to holders of the Class X-B Certificates.

We cannot assure you that any yield maintenance charge or prepayment premium is required or, even if required, would be paid. See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”, “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions” and “Certain Legal Aspects of the Mortgage Loans” in the prospectus.

Prepayment premiums and yield maintenance charges will be distributed on any Distribution Date only to the extent they are received in respect of the Mortgage Loans as of the related Determination Date.

Allocation Priority of Mortgage Loan Collections

All amounts collected by or on behalf of the Issuing Entity in respect of any Mortgage Loan (and in the case of the Non-Serviced Loans, subject to any prior or alternative allocations under the related Co-Lender Agreement and/or under the applicable Other PSA) in the form of payments from the borrowers, Liquidation Proceeds, condemnation proceeds or insurance proceeds are to be allocated to amounts due and owing under the related Mortgage Loan documents in accordance with the express provisions of the related Mortgage Loan documents and, if applicable, the related Co-Lender Agreement; provided that, in the absence of such express provisions or if and to the extent that such provisions authorize the mortgagee to use its discretion and in any event after an event of default under the related Mortgage Loan (to the extent not cured or waived), such amounts will be deemed allocated for purposes of collecting amounts due under the Mortgage Loan, in each case only to the extent such amount is an obligation of the related borrower in the related Mortgage Loan documents, pursuant to the Pooling and Servicing Agreement, in the following order of priority:

First, as a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and unpaid interest on all Advances and, if applicable, unreimbursed and unpaid expenses of the Issuing Entity with respect to the related Mortgage Loan;

Second, as a recovery of Non-Recoverable Advances and any interest on those Non-Recoverable Advances, to the extent previously allocated from principal collections with respect to the related Mortgage Loan;

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage Loan interest accrual period in which such collections are

268

received by or on behalf of the Issuing Entity, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reductions (to the extent collections have not been allocated as recovery of accrued and unpaid interest on earlier dates pursuant to clause Fifth below);

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reductions (to the extent collections have not been allocated as recovery of accrued and unpaid interest on earlier dates pursuant to this clause Fifth);

Sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

Seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

Eighth, as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;

Ninth, as a recovery of any default interest and late payment charges then due and owing under such Mortgage Loan;

Tenth, as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;

Eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating Advisor Consulting Fees); and

Twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;

provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of a Mortgaged Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of the related Mortgage Loan or the related Serviced Whole Loan exceeds 125% (based solely on the value of the real property and excluding personal property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage Loan or the related Serviced Whole Loan in the manner permitted by such REMIC provisions.

Collections by or on behalf of the Issuing Entity in respect of any REO Property (in the case of the Non-Serviced Loans, subject to any prior or alternative allocations under the related Co-Lender Agreement or the applicable Other PSA) (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, with respect to any Serviced Whole Loan, except as expressly set forth in the related Co-Lender Agreement or Other PSA) will be deemed allocated for purposes of collecting amounts due under the related deemed REO Mortgage Loan, in each case only to the extent such amount is or was an obligation of the related borrower in the related Mortgage Loan documents, in the following order of priority:

269

First, as a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable, unreimbursed and unpaid expenses of the Issuing Entity with respect to the related REO Mortgage Loan;

Second, as a recovery of Non-Recoverable Advances or interest on those Non-Recoverable Advances, to the extent previously allocated from principal collections with respect to the related REO Mortgage Loan;

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on the related REO Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage Loan interest accrual period in which such collections are received by or on behalf of the Issuing Entity, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have occurred in connection with related Appraisal Reductions (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to clause Fifth below or clause Fifth of the prior waterfall under this “—Allocation Priority of Mortgage Loan Collections” above on earlier dates);

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of the related REO Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth, as a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO Mortgage Loan that have occurred in connection with related Appraisal Reductions (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth or clause Fifth of the prior waterfall under this “—Allocation Priority of Mortgage Loan Collections” above on earlier dates);

Sixth, as a recovery of any yield maintenance charge or prepayment premium then due and owing under the related REO Mortgage Loan;

Seventh, as a recovery of any default interest and late payment charges then due and owing under the related REO Mortgage Loan;

Eighth, as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage Loan; and

Ninth, as a recovery of any other amounts then due and owing under the related REO Mortgage Loan (if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent Fees and, then allocated to Operating Advisor Consulting Fees).

Pursuant to the Pooling and Servicing Agreement, payments, collections and recoveries related to a Non-Serviced Loan are subject to allocation in accordance with the terms and conditions of the applicable Other PSA, the applicable Co-Lender Agreement and the related Non-Serviced Whole Loan. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Loans” in this free writing prospectus.

Realized Losses

The Certificate Principal Amount of each Class of Sequential Pay Certificates (other than the Exchangeable Certificates) and each Trust Component (and therefore, the Exchangeable Certificates) will be reduced without distribution on any Distribution Date as a write-off to the extent of any Realized Loss allocated to such Class or Trust Component on such Distribution Date. A “Realized Loss” with respect to any Distribution Date is the amount, if any, by which the aggregate Certificate Principal Amount of all Classes of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Trust Components after giving effect to distributions made on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) after giving effect to any and all reductions in such aggregate Stated Principal Balance on such Distribution Date (for

270

purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Non-Recoverable Advances). Any such write-offs will be applied to the following Classes of Certificates and Trust Components in the following order, until the Certificate Principal Amount of each such Class or Trust Component is reduced to zero: first, to the Class G Certificates, then, to the Class F Certificates; then, to the Class E Certificates; then, to the Class D Certificates; then, to the Class C Trust Component (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Trust Component); then, to the Class B Trust Component (and correspondingly, to the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Trust Component); then, to the Class A-S Trust Component (and correspondingly, to the Class A-S Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Trust Component); and, finally, pro rata, to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, based on their respective Certificate Principal Amounts. The Notional Amount of the Class X-A Certificates will be reduced to reflect reductions in the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and the Class A-S Trust Component resulting from allocations of Realized Losses. The Notional Amount of the Class X-B Certificates will be reduced to reflect reductions in the Certificate Principal Amount of the Class B Trust Component resulting from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates will be reduced to reflect reductions in the Certificate Principal Amount of the Class D Certificates resulting from allocations of Realized Losses. Any amounts recovered in respect of any amounts previously written off as Realized Losses (with interest thereon) as a result of the reimbursement of Non-Recoverable Advances to the Master Servicer or Trustee from amounts otherwise distributable as principal will (1) increase the Principal Distribution Amount for the Distribution Date related to the applicable one-month period in which such recovery occurs and (2) will increase the Certificate Principal Amount of each Class of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Trust Components (and therefore, the Exchangeable Certificates) (in sequential order of payment priority starting with the most senior Class or Trust Component) previously subject to a reduction as a result of the allocation of Realized Losses up to an aggregate amount equal to the amount recovered. Such restoration of the Certificate Principal Amount of a Class of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) or Trust Component (and therefore, the Exchangeable Certificates) may not exceed, and will reduce on a going forward basis, any and all unreimbursed Realized Losses previously allocated to such Class of Certificates or Trust Component, as applicable.

Shortfalls in Available Funds resulting from additional servicing compensation other than the Servicing Fee, interest on Advances to the extent not covered by Modification Fees or Penalty Charges on the related Mortgage Loan, extraordinary expenses of the Issuing Entity, a reduction of the interest rate of a Mortgage Loan in connection with a workout or by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers or other unanticipated or default-related expenses will reduce the amounts distributable on the Classes of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Trust Components (and therefore, the Exchangeable Certificates) in the same order as Realized Losses are applied to reduce the Certificate Principal Amounts of such Classes and Trust Components.

Prepayment Interest Shortfalls

If a borrower prepays a Mortgage Loan, in whole or in part, after the Due Date but on or before the Determination Date in any calendar month, the amount of interest (net of related Servicing Fees and/or default interest) accrued on such prepayment from such Due Date to, but not including, the date of prepayment (or any later date through which interest accrues) will, to the extent actually collected, constitute a “Prepayment Interest Excess”. Conversely, if a borrower prepays a Mortgage Loan, in whole or in part, prior to the Due Date or after the Determination Date in any calendar month and does not pay interest on such prepayment through the day prior to the next Due Date, then the shortfall in a full month’s interest (net of related Servicing Fees and/or default interest) on such prepayment will constitute a

271

“Prepayment Interest Shortfall”. Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls) collected on the Mortgage Loans will be retained by the Master Servicer as additional servicing compensation, as determined on a pool-wide aggregate basis. The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for the related Distribution Date (the aggregate of the Prepayment Interest Shortfalls that are not so covered, as to the related Distribution Date, the “Excess Prepayment Interest Shortfall”) will be allocated pro rata on that Distribution Date among each Class of Regular Certificates and Trust Component, in accordance with their respective Interest Accrual Amounts for that Distribution Date.

The Master Servicer will be required to deliver to the Certificate Administrator for deposit in the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement thereafter, a cash payment (a “Compensating Interest Payment”) in an amount equal to the lesser of (1) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than a Specially Serviced Loan, Non-Serviced Loan or Defaulted Mortgage Loan), other than prepayments received in connection with the receipt of insurance proceeds or condemnation proceeds, during the one-month period ending on the Determination Date immediately preceding the related Distribution Date, and (2) the aggregate of (a) its Servicing Fee up to a maximum of 0.0025% per annum for the related Distribution Date with respect to each Mortgage Loan or Serviced Whole Loan (and related REO Mortgage Loan and, if applicable, REO companion loan) for which such Servicing Fees are being paid during the one-month period ending on the Determination Date immediately preceding the related Distribution Date and (b) all Prepayment Interest Excesses received during the one-month period ending on the Determination Date immediately preceding the related Distribution Date, and net investment earnings on such Prepayment Interest Excesses; provided that if any Prepayment Interest Shortfall described in clause (1) above occurs as a result of the Master Servicer’s failure to enforce the related loan documents, the Master Servicer will be required to pay an amount equal to the entire Prepayment Interest Shortfall with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable. No Compensating Interest Payments will be made by the Master Servicer for the Non-Serviced Loans and we cannot assure you whether any Other Master Servicer will be required to make Compensating Interest Payments on the Non-Serviced Loans. Any Compensating Interest Payments required to be made by the Master Servicer with respect to any Prepayment Interest Shortfalls on a Companion Loan will be remitted to the holder of the related Companion Loan.

Subordination

As a means of providing a certain amount of protection to the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B Certificates against losses associated with delinquent and defaulted Mortgage Loans, the rights of the holders of the Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F and Class G Certificates to receive distributions of interest and, except in the case of the Class X-D Certificates, principal, as applicable, will be subordinated to such rights of the holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B Certificates. The Class A-S Trust Component (and, correspondingly, to the extent evidencing an interest in the Class A-S Trust Component, the Class A-S and Class PEZ Certificates) will likewise be protected by the subordination of the Class B and Class C Trust Components and the Class D, Class X-D, Class E, Class F and Class G Certificates. The Class B Trust Component (and, correspondingly, to the extent evidencing an interest in the Class B Trust Component, the Class B and Class PEZ Certificates) will likewise be protected by the subordination of the Class C Trust Component and the Class D, Class X-D, Class E, Class F and Class G Certificates. The Class C Trust Component (and, correspondingly, to the extent evidencing an interest in the Class C Trust Component, the Class C and Class PEZ Certificates) will likewise be protected by the subordination of the Class D, Class X-D, Class E, Class F and Class G Certificates. The Class D and Class X-D Certificates will likewise be protected by the subordination of the Class E, Class F and Class G Certificates.

272

On and after the Cross Over Date has occurred, allocation of principal will be made to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, pro rata based on Certificate Principal Amount, until their respective Certificate Principal Amounts have been reduced to zero (and the schedule for the Class A-AB principal distributions will be disregarded). Prior to the Cross Over Date, allocation of principal will be made as described under “—Distributions” above. Allocation to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will have the effect of reducing the aggregate Certificate Principal Amount of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the pool of Mortgage Loans will decline. Therefore, as principal is distributed to the holders of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, the percentage interest in the Issuing Entity evidenced by the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates will be decreased (with a corresponding increase in the percentage interest in the Issuing Entity evidenced by the Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates)), thereby increasing, relative to their respective Certificate Principal Amounts, the subordination afforded the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates by the other Principal Balance Certificates.

Additionally, on and after the Cross Over Date, losses will be applied to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, pro rata based on Certificate Principal Amount.

This subordination will be effected in two ways: (i) by the preferential right of the holders of a Class of Certificates and the Trust Components to receive on any Distribution Date the amounts of interest and/or principal distributable on their Certificates prior to any distribution being made on such Distribution Date in respect of any Classes of Certificates or Trust Components subordinate to that Class or Trust Component (as described under “—Distributions—Payment Priorities”) and (ii) by the allocation of Realized Losses: first, to the Class G Certificates; then, to the Class F Certificates; then, to the Class E Certificates; then, to the Class D Certificates; then, to the Class C Trust Component (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Trust Component); then, to the Class B Trust Component (and correspondingly, to the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Trust Component); then, to the Class A-S Trust Component (and correspondingly, to the Class A-S Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Trust Component); and, finally, to the Class A-1, Class A-2, Class A-3  and Class A-AB Certificates, pro rata, based on their respective Certificate Principal Amounts. No other form of credit enhancement will be available with respect to any Class of Certificates or Trust Component.

Appraisal Reductions

After an Appraisal Reduction Event has occurred, an Appraisal Reduction is required to be calculated. An “Appraisal Reduction Event” will occur with respect to a Mortgage Loan or Serviced Whole Loan, if applicable, but not with respect to any Non-Serviced Loan) on the earliest of:

· the date on which a modification of the Mortgage Loan (or Serviced Whole Loan) that, among other things, reduces the amount of Monthly Payments on a Mortgage Loan (or Serviced Whole Loan), or changes any other material economic term of the Mortgage Loan (or Serviced Whole Loan) or impairs the security of the Mortgage Loan (or Serviced Whole Loan), becomes effective as a result of a modification of the related Mortgage Loan (or Serviced Whole Loan) following the occurrence of a Servicing Transfer Event;

· the date on which the Mortgage Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any scheduled monthly debt service payment (other than a balloon payment);

· solely in the case of a delinquent balloon payment, (A) the date occurring 60 days beyond the date on which that balloon payment was due (except as described in clause B below) or (B) if the related borrower has delivered to the Master Servicer or Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, will be required to promptly deliver a

273

copy thereof to the other such servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, the date occurring 120 days after the date on which that balloon payment was due (or for such shorter period beyond the date on which that balloon payment was due during which the refinancing is scheduled to occur);

· the date on which the related Mortgaged Property became an REO Property;

· the 60^th day after a receiver or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property;

· the 60^th day after the date the related borrower is subject to a bankruptcy, insolvency or similar proceedings (if not dismissed within those 60 days); or

· the date on which the Mortgage Loan (or Serviced Whole Loan) remains outstanding 5 years following any extension of its maturity date pursuant to the Pooling and Servicing Agreement.

If an Appraisal Reduction Event occurs with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event will be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event will be deemed to have occurred with respect to the related Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Whole Loan.

No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Amount of all Classes of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates) has been reduced to zero.

Promptly upon the occurrence of an Appraisal Reduction Event with respect to a Mortgage Loan (other than a Non-Serviced Loan), the Special Servicer is required to order and use reasonable efforts to obtain an appraisal of the related Mortgaged Property from an Appraiser in accordance with Member of the Appraisal Institute (“MAI”) standards. The appraisal obtained by the Special Servicer will also be required to contain a statement, or be accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), as in effect on the date such appraisal was obtained. No new appraisal will be required if an appraisal from an Appraiser in accordance with MAI standards was obtained within the prior nine months unless the Special Servicer determines in accordance with the Servicing Standard that such earlier appraisal is materially inaccurate. The cost of the appraisal will be advanced by the Master Servicer and will be reimbursed to the Master Servicer as a Property Advance.

On the first Determination Date occurring on or after the receipt of the Appraisal, the Special Servicer will be required to calculate the Appraisal Reduction, if any, taking into account the results of such appraisal and such information, if any, reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction. In the event that the Special Servicer has not received any required appraisal within 120 days after the event described in the definition of “Appraisal Reduction Event” (without regard to the time periods set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the amount of the Appraisal Reduction will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan until the appraisal is received. The Master Servicer will provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction pursuant to the definition thereof using reasonable efforts to deliver such information within four business days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator will calculate or verify Appraisal Reductions.

The “Appraisal Reduction” for any Distribution Date and for any Mortgage Loan (including a Serviced Whole Loan, but not with respect to any Non-Serviced Loan) as to which any Appraisal Reduction Event has occurred and the Appraisal Reduction is required to be calculated will be equal to the excess of

274

(a) the Stated Principal Balance of that Mortgage Loan (or Serviced Whole Loan) as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged Property or Mortgaged Properties as determined by the appraisal, minus such downward adjustments as the Special Servicer, in accordance with the Servicing Standard, may make (without implying any obligation to do so) based upon the Special Servicer’s review of the appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan (or Serviced Whole Loan) as of the date of calculation over (ii) the sum as of the Due Date occurring in the month of the date of determination of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on that Mortgage Loan at a per annum rate equal to the Mortgage Loan Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan at the related interest rate), (B) all unreimbursed Advances and interest on those Advances at the Advance Rate in respect of that Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid under the Mortgage Loan (or Serviced Whole Loan) (which tax, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer or Trustee, as applicable, and/or for which funds have not been escrowed). The Master Servicer and the Certificate Administrator will be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Appraisal Reduction amount. Any Appraisal Reductions with respect to a Serviced Whole Loan will be allocated to the related Mortgage Loan and the related Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances.

An “Appraiser” is an independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state and (iii) has a minimum of five years’ experience in the related property type and market.

In the case of Non-Serviced Loans, appraisals will be required and Appraisal Reductions will be calculated in a manner similar to that set forth above for the Serviced Whole Loans pursuant to the applicable Other PSA.

As a result of calculating one or more Appraisal Reductions, the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate Class of Regular Certificates or Trust Component then outstanding (i.e., first to the Class G Certificates, then to the Class F Certificates, then to the Class E Certificates, then, pro rata based on interest entitlements, to the Class D and Class X-D Certificates, then to the Class C Trust Component (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Trust Component), then to the Class B Trust Component (and correspondingly, to the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Trust Component), then to the Class A-S Trust Component (and correspondingly, to the Class A-S Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Trust Component), and then, pro rata based on interest entitlements, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B Certificates). See “The Pooling and Servicing Agreement—Advances” in this free writing prospectus.

With respect to each Mortgage Loan (or Serviced Whole Loan, but not with respect to any Non-Serviced Loan) as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan or Serviced Whole Loan) and has remained current for three consecutive Monthly Payments, and no other Appraisal Reduction Event has occurred with respect to the Mortgage Loan or the Serviced Whole Loan during the preceding three months), the Special Servicer is required, within 30 days of each annual anniversary of the related Appraisal Reduction Event to order an appraisal (which may be an update of a prior appraisal), the cost of which will be a Property Advance. Based upon the appraisal, the Special Servicer is required to redetermine the amount of the Appraisal Reduction with respect to the Mortgage Loan or Serviced Whole Loan.

275

Any Mortgage Loan or Serviced Whole Loan previously subject to an Appraisal Reduction which ceases to be a Specially Serviced Loan (if applicable), which becomes current and remains current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction.

For purposes of determining the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event, Appraisal Reductions will be allocated to each Class of Sequential Pay Certificates (other than the Exchangeable Certificates) and each Trust Component (and correspondingly to the applicable Exchangeable Certificates) in reverse sequential order to notionally reduce the Certificate Principal Amount until the related Certificate Principal Amount of each such class is reduced to zero (i.e., first to the Class G Certificates, then to the Class F Certificates, then to the Class E Certificates, then to the Class D Certificates, then to the Class C Trust Component (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Trust Component), then to the Class B Trust Component (and correspondingly, to the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Trust Component), then to the Class A-S Trust Component (and correspondingly, to the Class A-S Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Trust Component), and then, pro rata based on Certificate Principal Amount, to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates). With respect to any Appraisal Reduction calculated for purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis. The Special Servicer will be required to promptly notify the Certificate Administrator and the Master Servicer in writing of any such Appraisal Reduction, and upon the Certificate Administrator’s receipt of such notice, the Certificate Administrator will be required to promptly notify in writing the holders of each class of Control Eligible Certificates of the determination of any such Appraisal Reduction.

The holders of Certificates representing the majority of the Certificate Principal Amount of any Class of Control Eligible Certificates whose aggregate Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that Class as a result of an allocation of an Appraisal Reduction in respect of such Class (such Class, an “Appraised-Out Class”) will have the right to challenge the Special Servicer’s Appraisal Reduction determination and, at their sole expense, obtain a second appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such holders, the “Requesting Holders”). The Requesting Holders will be required to cause the appraisal to be prepared on an “as-is” basis by an Appraiser in accordance with MAI standards, and the appraisal must be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders will be required to provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction determination within 10 days of the Requesting Holders’ receipt of written notice of the Appraisal Reduction.

An Appraised-Out Class will be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the Appraisal Reduction, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction to the Special Servicer and the Certificate Administrator within such 10-day period as described above. If the Requesting Holders provide this notice, then the Appraised-Out Class will be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class will be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class.

276

In addition, the holders of Certificates representing the majority of the Certificate Principal Amount of any Appraised-Out Class will have the right, at their sole expense, to require the Special Servicer to order an additional appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the Special Servicer is required to use its reasonable best efforts to ensure that such appraisal is delivered within 30 days from receipt of such holders’ written request and is required to ensure that such appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer will not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the appraised value of the related Mortgaged Property or Mortgaged Properties.

Upon receipt of an appraisal provided by, or requested by, holders of an Appraised-Out Class as described above and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional appraisal, any recalculation of the Appraisal Reduction is warranted and, if so warranted, to recalculate such Appraisal Reduction based upon such additional appraisal. If required by any such recalculation, the Appraised-Out Class will be reinstated as the Controlling Class. The Special Servicer will be required to promptly notify the Certificate Administrator of any such determination and recalculation in its monthly reporting, and the Certificate Administrator will be required to promptly post that reporting to the Certificate Administrator’s website.

Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, holders of an Appraised-Out Class will be in addition to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or the Pooling and Servicing Agreement without regard to any appraisal requests made by any holder of an Appraised-Out Class.

The “Control Eligible Certificates” will be the Class E, Class F and Class G Certificates.

Voting Rights

The Certificates will be allocated voting rights (the “Voting Rights”) for purposes of certain actions that may be taken pursuant to the Pooling and Servicing Agreement. At any time that any Certificates are outstanding, the Voting Rights will be allocated as follows: (a) 0% in the case of the Class R Certificates; (b) 1% in the aggregate in the case of the Class X-A, Class X-B and Class X-D Certificates, allocated between such Classes based on their respective interest entitlements on the most recent prior Distribution Date; and (c) in the case of any Class of Principal Balance Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the aggregate outstanding Certificate Principal Amount of such Class and the denominator of which is equal to the aggregate outstanding Certificate Principal Amounts of all Classes of the Principal Balance Certificates (or, if with respect to a vote of Non-Reduced Certificates, the Certificate Principal Amounts of all Classes of the Non-Reduced Certificates); provided that for purposes of such allocations, the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates will be considered as if they together constitute a single “Class”, the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates will be considered as if they together constitute a single “Class”, and the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates will be considered as if they together constitute a single “Class”. Voting Rights will be allocated to the Class PEZ Certificates only with respect to each Class PEZ Component that is part of a Class of Certificates determined as described in the proviso to the preceding sentence. The Voting Rights of any Class of Certificates are required to be allocated among holders of Certificates of such Class in proportion to their respective Percentage Interests. In certain circumstances described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” and “—Operating Advisor—Termination of the Operating Advisor Without Cause” in this free writing prospectus, Voting Rights will only be exercisable by holders of the Non-Reduced Certificates.

277

“Non-Reduced Certificates” means, as of any date of determination, any Class of Certificates (other than the Class R and Class X Certificates) then outstanding for which (a) (1) the initial Certificate Principal Amount of such Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reductions allocated to such Class of Certificates as of the date of determination and (z) any Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Principal Amount of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates; provided that for purposes of this definition, the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates will be considered as if they together constitute a single “Class” of Certificates, the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates will be considered as if they together constitute a single “Class” of Certificates, the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates will be considered as if they together constitute a single “Class” of Certificates, and the Class PEZ Certificates will be Non-Reduced Certificates only with respect to each component of the Class PEZ Certificates that is part of a Class of Non-Reduced Certificates determined as described in this proviso.

A “Certificateholder” under the Pooling and Servicing Agreement is the person in whose name a Certificate is registered in the certificate register maintained pursuant to the Pooling and Servicing Agreement, except that solely for the purpose of giving any consent or taking any action pursuant to the Pooling and Servicing Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a borrower or any person actually known to a responsible officer of the Certificate Registrar to be an affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a borrower will be deemed not to be outstanding and the Voting Rights to which they are entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained (provided, that notwithstanding the foregoing, for purposes of exercising any rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder will be deemed not to be outstanding as to such holder solely with respect to any related Excluded Controlling Class Loan). Notwithstanding the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of the Pooling and Servicing Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator or any of their affiliates will be deemed to be outstanding; provided that if such amendment relates to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator or any of their affiliates, then such Certificate so owned will be deemed not to be outstanding. Notwithstanding the foregoing, the restrictions above will not apply (i) to the exercise of the rights of the Master Servicer, the Special Servicer or an affiliate of the Master Servicer or the Special Servicer, if any, as a member of the Controlling Class (but not with respect to any Excluded Controlling Class Loan with respect to which such party is an Excluded Controlling Class Holder) or (ii) to any affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator, as applicable.

Certain amendments to the Pooling and Servicing Agreement are also subject to the consent of Certificateholders. See “The Pooling and Servicing Agreement—Amendment” in this free writing prospectus.

“Investor Certification” means a certificate substantially in the form(s) attached to the Pooling and Servicing Agreement or in the form(s) of electronic certification(s) contained on the Certificate Administrator’s website representing that such person executing the certificate is a Certificateholder, the

278

Controlling Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing) or a Companion Loan Holder or its representative and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s website), (A)(1) such person is not a Borrower Party, or (2) such person is a Borrower Party (in which case, (i) if such person is the Controlling Class Representative or a Controlling Class Certificateholder, such person will have access to all the reports and information made available to Certificateholders under the Pooling and Servicing Agreement other than Excluded Information or (ii) if such person is neither the Controlling Class Representative nor a Controlling Class Certificateholder, such person will only receive access to the Distribution Date statements prepared by the Certificate Administrator) and (B) except in the case of a prospective purchaser of a Certificate or a Companion Loan Holder or its representative, such person has received a copy of the final prospectus supplement and the prospectus and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate or to a Companion Loan Holder or its representative), (A)(1) such person is not a Borrower Party or (2) such person is a Borrower Party as to any identified Excluded Controlling Class Loan, (B) such person is or is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator or an affiliate of any of the foregoing, (C) such person has received a copy of the final prospectus supplement and the prospectus and (D) such person agrees to keep any Privileged Information confidential and to not violate any securities laws; provided that if such person is an affiliate of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, such person certifies to the existence or non-existence of appropriate policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, as applicable. A holder of a mezzanine loan will be considered an affiliate of a borrower with respect to the related Mortgage Loan upon the occurrence of an event that would permit acceleration of the mezzanine loan. The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and will be required to restrict access to the Certificate Administrator’s website to a mezzanine lender upon notice from the Special Servicer pursuant to the Pooling and Servicing Agreement that an event of default has occurred under such mezzanine loan. The Special Servicer, to the extent it has actual knowledge, will be required to promptly give notice to the Certificate Administrator that an event of default under a mezzanine loan has occurred.

“Borrower Party” means a borrower, a manager of a Mortgaged Property, a Restricted Mezzanine Holder or a Borrower Party Affiliate.

“Borrower Party Affiliate” means, with respect to a borrower, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a) any other person controlling or controlled by or under common control with such borrower, manager or Restricted Mezzanine Holder, as applicable, or (b) any other person owning, directly or indirectly, twenty-five percent (25%) or more of the beneficial interests in such borrower, manager or Restricted Mezzanine Holder, as applicable. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Restricted Mezzanine Holder” means a holder of a related mezzanine loan that has accelerated, or otherwise begun to exercise its remedies with respect to, such mezzanine loan (unless such mezzanine holder is stayed pursuant to a written agreement or court order or as a matter of law from exercising remedies associated with foreclosure of the equity collateral under such mezzanine loan).

For the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder, such person (A) will be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling Class Loan and (B) will not be permitted to exercise Voting Rights as member of the Controlling Class solely with respect to the related Excluded Controlling Class Loan.

279

Delivery, Form, Transfer and Denomination

The Offered Certificates (other than the Class X-A, Class X-B and Class X-D Certificates) will be issued, maintained and transferred in the book-entry form only in minimum denominations of $10,000 initial Certificate Principal Amount, and in multiples of $1 in excess of $10,000. The Class X-A, Class X-B and Class X-D Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

The Offered Certificates will initially be represented by one or more global Certificates for each such Class registered in the name of a nominee of The Depository Trust Company (“DTC”). The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such Class, except under the limited circumstances described under “—Definitive Certificates” below. Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank, as operator of the Euroclear System (“Euroclear”) participating organizations, the “Participants”), and all references in this free writing prospectus to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party to the Pooling and Servicing Agreement responsible for distributing any report, statement or other information has been provided in writing with the name of the Certificate Owner of such an Offered Certificate (or the prospective transferee of such Certificate Owner), such report, statement or other information will be provided to such Certificate Owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The Certificate Administrator will initially serve as certificate registrar (in such capacity, the “Certificate Registrar”) for purposes of recording and otherwise providing for the registration of the Offered Certificates.

Book-Entry Registration

Holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries (collectively, the “Depositaries”), which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants (“DTC Participants”) include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with the applicable rules and operating procedures of Clearstream and Euroclear.

280

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the Depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, such Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates in global form (“Certificate Owners”) will receive all distributions of principal and interest through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of such Offered Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the Certificate Administrator to Cede & Co., as nominee for DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or the applicable Certificate Owners. Except as otherwise provided under “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus, Certificate Owners will not be recognized by the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Special Servicer or the Master Servicer as holders of record of Certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers of Offered Certificates in global form among Participants on whose behalf it acts with respect to such Offered Certificates and to receive and transmit distributions of principal of, and interest on, such Offered Certificates. Participants and Indirect Participants with which the Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Certificate Owners. Accordingly, although the Certificate Owners will not possess the Offered Certificates, the Rules provide a mechanism by which Certificate Owners will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates in global form to pledge such Offered Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Offered Certificates, may be limited due to the lack of a physical certificate for such Offered Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC such Certificate is credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

281

Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream in numerous currencies, including United States dollars. Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is regulated as a bank by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of numerous currencies, including United States dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations. The information in this free writing prospectus concerning DTC, Clearstream and Euroclear and their book-entry systems has been obtained from sources believed to be reliable, but neither the Depositor nor the underwriters takes any responsibility for the accuracy or completeness of this information.

Definitive Certificates

Owners of beneficial interests in book-entry Certificates of any Class will not be entitled to receive physical delivery of Definitive Certificates unless: (i) DTC advises the Certificate Registrar in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the

282

book-entry Certificates of such Class or ceases to be a clearing agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Certificateholders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class.

Certificateholder Communication

Access to Certificateholders’ Names and Addresses

Upon the written request of any Certificateholder or Certificate Owner that has delivered an executed Investor Certification to the Trustee or the Certificate Administrator (a “Certifying Certificateholder”) or the Master Servicer, the Certificate Registrar will promptly furnish or cause to be furnished to such requesting party a list of the names and addresses of the Certificateholders as of the most recent Record Date as they appear in the certificate register, at the expense of the requesting party.

Special Notices

Upon the written request of any Certifying Certificateholder, the Certificate Administrator will post a special notice prepared by such Certifying Certificateholder to its website and mail such notice to the Certificateholders at their respective addresses appearing on the certificate register stating that the Certifying Certificateholder wishes to be contacted by other holders and beneficial owners of Certificates, setting forth the relevant contact information and briefly stating the reason for the requested contact, at the expense of the Certifying Certificateholder. The Certificate Administrator will be entitled to reimbursement from the Certifying Certificateholder for the reasonable expenses of posting such special notices.

Yield, Prepayment and Maturity Considerations

Yield

The yield to maturity on the Offered Certificates will depend upon the price paid by the related investors, the rate and timing of the distributions in reduction of the Certificate Principal Amount or Notional Amount of the related Class of Offered Certificates, the extent to which prepayment premiums and yield maintenance charges allocated to the related Class of Offered Certificates are collected, and the rate, timing and severity of losses on the Mortgage Loans and the extent to which such losses are allocable in reduction of the Certificate Principal Amount or Notional Amount of the related Class of Offered Certificates, as well as prevailing interest rates at the time of payment or loss realization.

The rate of distributions in reduction of the Certificate Principal Amount of any Class of Offered Certificates that are also Principal Balance Certificates (other than Exchangeable Certificates) or Trust Components (and, therefore, the applicable Exchangeable Certificates) (which, in the case of the Class A-1, Class A-2, Class A-3 or Class A-AB Certificates or the Class A-S Trust Component will also reduce the Notional Amount of the Class X-A Certificates, in the case of the Class B Trust Component will also reduce the Notional Amount of the Class X-B Certificates and in the case of the Class D Certificates will also reduce the Notional Amount of the Class X-D Certificates), the aggregate amount of distributions on any Class of Offered Certificates and the yield to maturity of any Class of Offered Certificates will be directly related to the rate of payments of principal (both scheduled and unscheduled) on the Mortgage Loans and the amount and timing of borrower defaults and the severity of losses occurring upon a default. While voluntary prepayments of some Mortgage Loans are generally prohibited during applicable prepayment lockout periods, effective prepayments may occur if a sufficiently significant portion of a Mortgaged Property is lost due to casualty or condemnation. In addition, such distributions in reduction of Certificate Principal Amounts of the respective Classes of Offered Certificates that are also Principal Balance Certificates (other than Exchangeable Certificates) or Trust Components (and, therefore, the applicable Exchangeable Certificates) (which, in the case of the Class A-1, Class A-2, Class A-3 or Class

283

A-AB Certificates or the Class A-S Trust Component will also reduce the Notional Amount of the Class X-A Certificates, in the case of the Class B Trust Component will also reduce the Notional Amount of the Class X-B Certificates and in the case of the Class D Certificates will also reduce the Notional Amount of the Class X-D Certificates) may result from repurchases of, or substitutions for, Mortgage Loans made by the Sponsors due to missing or defective documentation or breaches of representations and warranties with respect to the Mortgage Loans as described under “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus, purchases of the Mortgage Loans in the manner described under “The Pooling and Servicing Agreement—Optional Termination; Optional Mortgage Loan Purchase” in this free writing prospectus, the exercise of purchase options by the holder of a mezzanine loan, if any. To the extent a Mortgage Loan requires payment of a prepayment premium or yield maintenance charge in connection with a voluntary prepayment, any such prepayment premium or yield maintenance charge generally is not due in connection with a prepayment due to casualty or condemnation, is not included in the purchase price of a Mortgage Loan purchased or repurchased due to a breach of a representation or warranty or otherwise, and may not be enforceable or collectible upon a default.

The Certificate Principal Amount or Notional Amount of any Class of Offered Certificates may be reduced without distributions of principal as a result of the occurrence and allocation of Realized Losses, reducing the maximum amount distributable in respect of principal on the Offered Certificates that are Principal Balance Certificates as well as the amount of interest that would have otherwise been payable on the Offered Certificates in the absence of such reduction. In general, a Realized Loss occurs when the principal balance of a Mortgage Loan is reduced without an equal distribution to applicable Certificateholders in reduction of the Certificate Principal Amounts of the Certificates (other than the Exchangeable Certificates) and the Trust Components (and, therefore, the Exchangeable Certificates). Realized Losses may occur in connection with a default on a Mortgage Loan, acceptance of a discounted pay-off, the liquidation of the related Mortgaged Properties, a reduction in the principal balance of a Mortgage Loan by a bankruptcy court or pursuant to a modification, a recovery by the Master Servicer or Trustee of a Non-Recoverable Advance on a Distribution Date or the incurrence of certain unanticipated or default-related costs and expenses (including interest on Advances, Workout Fees, Liquidation Fees and Special Servicing Fees). Any reduction of the Certificate Principal Amount of the Class A-1, Class A-2, Class A-3 or Class A-AB Certificates or the Class A-S Trust Component as a result of the application of Realized Losses will also reduce the Notional Amount of the Class X-A Certificates. Any reduction of the Certificate Principal Amount of the Class B Trust Component as a result of the application of Realized Losses will also reduce the Notional Amount of the Class X-B Certificates. Any reduction of the Certificate Principal Amount of the Class D Certificates as a result of the application of Realized Losses will also reduce the Notional Amount of the Class X-D Certificates. Realized Losses will be allocated to the respective Classes of the Certificates (other than the Class X-A, Class X-B, Class X-D, Class R and Exchangeable Certificates) and the Trust Components (and, therefore, the Exchangeable Certificates) in reverse distribution priority and as more particularly described in “Description of the Offered Certificates—Subordination” in this free writing prospectus.

Certificateholders are not entitled to receive distributions of Monthly Payments when due except to the extent they are either covered by an Advance or actually received. Consequently, any defaulted Monthly Payment for which no such Advance is made will tend to extend the weighted average lives of the Offered Certificates, whether or not a permitted extension of the due date of the related Mortgage Loan has been completed.

The rate of payments (including voluntary and involuntary prepayments) on the Mortgage Loans will be influenced by a variety of economic, geographic, social and other factors, including the level of mortgage interest rates and the rate at which borrowers default on their Mortgage Loans. The terms of the Mortgage Loans (in particular, amortization terms, the term of any prepayment lock-out period, the extent to which prepayment premiums or yield maintenance charges are due with respect to any principal prepayments, the right of the mortgagee to apply condemnation and casualty proceeds or reserve funds to prepay the Mortgage Loan, provisions requiring a partial principal prepayment in connection with a partial release of real estate collateral, and the availability of certain rights to defease all or a portion of the Mortgage Loan) may affect the rate of principal payments on Mortgage Loans, and consequently, the

284

yield to maturity of the Classes of Offered Certificates. For example, certain Mortgage Loans may permit prepayment of the Mortgage Loan without a lockout period. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Voluntary Prepayments” in this free writing prospectus and Annex A to this free writing prospectus for a description of prepayment lock-out periods, prepayment premiums and yield maintenance charges.

Principal prepayments on the Mortgage Loans could also affect the yield on any Class of Offered Certificates with (or the yield on the Class PEZ Certificates if any underlying Trust Component has) a Pass-Through Rate that is limited by, based upon or equal to the WAC Rate. The Pass-Through Rates on those Classes of Offered Certificates and/or Trust Components may be adversely affected as a result of a decrease in the WAC Rate even if principal prepayments do not occur.

With respect to the Class A-AB Certificates, the extent to which the Class A-AB Scheduled Principal Balances are achieved and the sensitivity of the Class A-AB Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1, Class A-2 and Class A-3 Certificates remain outstanding. In particular, once such other Classes of Offered Certificates are no longer outstanding, any remaining portion on any Distribution Date of the Principal Distribution Amount will be distributed to the Class A-AB Certificates until the Certificate Principal Amount of the Class A-AB Certificates is reduced to zero. As such, the Class A-AB Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans than they were when the Class A-1, Class A-2 and Class A-3 Certificates were outstanding.

Any changes in the weighted average lives of your Certificates may adversely affect your yield. The timing of changes in the rate of prepayment on the Mortgage Loans may significantly affect the actual yield to maturity experienced by an investor even if the average rate of principal payments experienced over time is consistent with such investor’s expectation. In general, the earlier a prepayment of principal on the Mortgage Loans, the greater the effect on such investor’s yield to maturity. As a result, the effect on such investor’s yield of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the Offered Certificates would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

In addition, the rate and timing of delinquencies, defaults, the application of other involuntary payments such as condemnation proceeds or insurance proceeds, losses and other shortfalls on Mortgage Loans will affect distributions on the Offered Certificates and their timing. See “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in this free writing prospectus. In general, these factors may be influenced by economic and other factors that cannot be predicted with any certainty. Accordingly, you may find it difficult to predict the effect that these factors might have on the yield to maturity of your Offered Certificates.

In addition, if the Master Servicer or the Trustee is reimbursed out of general collections on the Mortgage Loans included in the Issuing Entity for any advance that it has determined is not recoverable out of collections on the related Mortgage Loan (or has reimbursed a party to an Other PSA with respect to a Non-Serviced Loan for a non-recoverable advance), then to the extent that this reimbursement is made from collections of principal on the Mortgage Loans in the Issuing Entity, that reimbursement will reduce the amount of principal available to be distributed on the Certificates (exclusive of the Exchangeable Certificates) and Trust Components (and, therefore, the Exchangeable Certificates) and will result in a reduction of the Certificate Principal Amount of a Class of Certificates (exclusive of the Exchangeable Certificates) or Trust Component (and, therefore, the applicable Classes of Exchangeable Certificates). See “Description of the Offered Certificates—Distributions” in this free writing prospectus. Likewise, if the Master Servicer or the Trustee is reimbursed out of principal collections on the Mortgage Loans for any workout delayed reimbursement amounts, that reimbursement will reduce the amount of principal available to be distributed on the Certificates (exclusive of the Exchangeable Certificates) and/or Trust Components (and, therefore, the Exchangeable Certificates) on that Distribution Date. This reimbursement would have the effect of reducing current payments of principal on the Offered Certificates (other than the Class X-A, Class X-B and Class X-D Certificates) and extending the weighted average lives of the respective Classes of the Offered Certificates. See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

285

If you own Offered Certificates that are Principal Balance Certificates, then prepayments resulting in a shortening of the weighted average lives of your Certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payments of principal on your Certificates at a rate comparable to the effective yield anticipated by you in making your investment in the Offered Certificates, while delays and extensions resulting in a lengthening of the weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.

No representation is made as to the rate of principal payments on the Mortgage Loans or as to the yield to maturity of any Class of Offered Certificates. An investor is urged to make an investment decision with respect to any Class of Offered Certificates based on the anticipated yield to maturity of such Class of Offered Certificates resulting from its purchase price and such investor’s own determination as to anticipated Mortgage Loan prepayment rates under a variety of scenarios. The extent to which any Class of Offered Certificates is purchased at a discount or a premium and the degree to which the timing of payments on such Class of Offered Certificates is sensitive to prepayments will determine the extent to which the yield to maturity of such Class of Offered Certificates may vary from the anticipated yield. An investor should carefully consider the associated risks, including, in the case of any Offered Certificates purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificates purchased at a premium, the risk that a faster than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield.

In general, with respect to any Class of Offered Certificates that is purchased at a premium, if principal distributions occur at a rate faster than anticipated at the time of purchase, the investor’s actual yield to maturity will be lower than that assumed at the time of purchase. Conversely, if a Class of Offered Certificates is purchased at a discount and principal distributions occur at a rate slower than that assumed at the time of purchase, the investor’s actual yield to maturity will be lower than that assumed at the time of purchase.

An investor should consider the risk that rapid rates of prepayments on the Mortgage Loans, and therefore of amounts distributable in reduction of the Certificate Principal Amounts of the Offered Certificates that are also Principal Balance Certificates (other than Exchangeable Certificates) or Trust Components (and, therefore, the applicable Exchangeable Certificates) (which, in the case of the Class A-1, Class A-2, Class A-3 or Class A-AB Certificates or the Class A-S Trust Component will also reduce the Notional Amount of the Class X-A Certificates, in the case of the Class B Trust Component will also reduce the Notional Amount of the Class X-B Certificates and in the case of the Class D Certificates will also reduce the Notional Amount of the Class X-D Certificates), may coincide with periods of low prevailing interest rates. During such periods, the effective interest rates on securities in which an investor may choose to reinvest such amounts distributed to it may be lower than the applicable Pass-Through Rate. Conversely, slower rates of prepayments on the Mortgage Loans, and therefore, of amounts distributable in reduction of the Certificate Principal Amounts of the Offered Certificates that are also Principal Balance Certificates (other than Exchangeable Certificates) or Trust Components (and, therefore, the applicable Exchangeable Certificates) (which, in the case of the Class A-1, Class A-2, Class A-3 or Class A-AB Certificates or the Class A-S Trust Component will also reduce the Notional Amount of the Class X-A Certificates, in the case of the Class B Trust Component will also reduce the Notional Amount of the Class X-B Certificates and in the case of the Class D Certificates will also reduce the Notional Amount of the Class X-D Certificates) may coincide with periods of high prevailing interest rates. During such periods, the amount of principal distributions resulting from prepayments available to an investor in any Offered Certificates that are Principal Balance Certificates for reinvestment at such high prevailing interest rates may be relatively small.

286

The effective yield to holders of Offered Certificates will be lower than the yield otherwise produced by the applicable Pass-Through Rate and applicable purchase prices because while interest will accrue during each Interest Accrual Period, the distribution of such interest will not be made until the Distribution Date immediately following such Interest Accrual Period, and principal paid on any Distribution Date will not bear interest during the period from the end of such Interest Accrual Period to the Distribution Date that follows.

Yield on the Class X-A, Class X-B and Class X-D Certificates

The yield to maturity of the Class X-A Certificates will be highly sensitive to the rate and timing of reductions made to the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and the Class A-S Trust Component, including by reason of prepayments and principal losses on the Mortgage Loans and other factors described above. The yield to maturity of the Class X-B Certificates will be highly sensitive to the rate and timing of reductions made to the Certificate Principal Amount of the Class B Trust Component, including by reason of prepayments and principal losses on the Mortgage Loans and other factors described above. The yield to maturity of the Class X-D Certificates will be highly sensitive to the rate and timing of reductions made to the Certificate Principal Amount of the Class D Certificates, including by reason of prepayments and principal losses on the Mortgage Loans and other factors described above. Investors in the Class X-A, Class X-B and Class X-D Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or other liquidation of the Mortgage Loans could result in the failure of such investors to recoup fully their initial investments.

Any optional termination of the Issuing Entity by the holders of the Controlling Class, the Special Servicer, the Master Servicer or the holders of the Class R Certificates would result in prepayment in full of the Certificates and would have an adverse effect on the yield of the Class X-A, Class X-B and Class X-D Certificates because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans and, as a result, investors in the Class X-A, Class X-B and Class X-D Certificates and any other certificates purchased at premium might not fully recoup their initial investment. See “The Pooling and Servicing Agreement—Optional Termination; Optional Mortgage Loan Purchase” in this free writing prospectus.

Weighted Average Life of the Offered Certificates

Weighted average life refers to the average amount of time from the date of issuance of a security until each dollar of principal of such security will be repaid to the investor (or, in the case of a Class X-A, Class X-B or Class X-D Certificate, each dollar of its Notional Amount is reduced to zero). The weighted average lives of the Offered Certificates will be influenced by the rate at which principal payments (including scheduled payments, principal prepayments and payments made pursuant to any applicable policies of insurance) on the Mortgage Loans are made. Principal payments on the Mortgage Loans may be in the form of scheduled amortization or prepayments (for this purpose, the term prepayment includes prepayments, partial prepayments and liquidations due to a default or other dispositions of the Mortgage Loans).

Calculations reflected in the following tables assume that the Mortgage Loans have the characteristics shown on Annex A to this free writing prospectus, and are based on the following additional assumptions (“Modeling Assumptions”): (i) each Mortgage Loan is assumed to prepay at the indicated constant prepayment rate (“CPR”); additionally, it is assumed that any prepayments will occur after the expiration of any applicable lock-out period, defeasance and/or yield maintenance options or fixed prepayment premiums, (ii) there are no delinquencies, (iii) scheduled interest and principal payments, including balloon payments, on the Mortgage Loans are timely received on their respective Due Dates, (iv) no prepayment premiums or yield maintenance charges are collected, (v) no party exercises its right of optional termination of the Issuing Entity described in this free writing prospectus, (vi) no Mortgage Loan is required to be repurchased from the Issuing Entity, (vii) the Administrative Fee Rate for each Mortgage Loan is the respective rate set forth on Annex A to this free writing prospectus as the “Administrative Fee Rate” with respect to such Mortgage Loan, (viii) there are no Excess Prepayment

287

Interest Shortfalls, other shortfalls unrelated to defaults or Appraisal Reductions allocated to any class of Certificates, (ix) distributions on the Certificates are made on the 10^th day (each assumed to be a business day) of each month, commencing in December 2015, (x) the Certificates will be issued on December 1, 2015, (xi) the Pass-Through Rate with respect to each Class of Offered Certificates is as described under “Description of the Offered Certificates—Distributions—Payment Priorities” in this free writing prospectus, (xii) all prepayments are assumed to be voluntary prepayments and will not include, without limitation, Liquidation Proceeds, condemnation proceeds, insurance proceeds, proceeds from the purchase of a Mortgage Loan from the Issuing Entity or any prepayment that is accepted by the Master Servicer or the Special Servicer pursuant to a workout, settlement or loan modification, (xiii) each Class of Exchangeable Certificates is issued at its respective maximum initial Certificate Principal Amount, (xiv) the initial Certificate Principal Amounts or Notional Amounts (or, in the case of Exchangeable Certificates, the maximum Certificate Principal Amounts) of the Certificates are as set forth in the table and the footnotes to the table under “Certificate Summary” in this free writing prospectus and (xv) there are no property releases requiring payment of a yield maintenance charge or other prepayment premium.

The weighted average life of any Offered Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of such Offered Certificate is distributed to the investor (or, in the case of a Class X-A, Class X-B or Class X-D Certificate, each dollar of its Notional Amount is reduced to zero). The weighted average life of any Offered Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise collected or advanced and applied to pay principal (or, in the case of a Class X-A, Class X-B or Class X-D Certificate, reduce the Notional Amount) of such Offered Certificate. The Principal Distribution Amount for each Distribution Date will be distributable as described in “Description of the Offered Certificates—Distributions—Payment Priorities” in this free writing prospectus.

The following tables indicate the percentage of the initial Certificate Principal Amount of each Class of Offered Certificates (other than the Class X-A, Class X-B and Class X-D Certificates) that would be outstanding after each of the dates shown under each of the indicated prepayment assumptions and the corresponding weighted average life, first principal payment date and last principal payment date of each such Class of Offered Certificates. The tables have been prepared on the basis of, among others, the Modeling Assumptions. To the extent that the Mortgage Loans or the Certificates have characteristics that differ from those assumed in preparing the tables, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C or Class D Certificates may mature earlier or later than indicated by the tables. The Mortgage Loans will not prepay at any constant rate, and it is highly unlikely that the Mortgage Loans will prepay in a manner consistent with the assumptions described in this free writing prospectus. For this reason and because the timing of principal payments is critical to determining weighted average lives, the weighted average lives of the applicable Offered Certificates are likely to differ from those shown in the tables, even if all of the Mortgage Loans prepay at the indicated percentages of CPR or prepayment scenario over any given time period or over the entire life of the Offered Certificates. In addition, variations in the actual prepayment experience and the balance of the Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Principal Amount (and shorten or extend the weighted average lives) shown in the following tables. Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay.

288

Percentages of the Initial Certificate Principal Amount of
the Class A-1 Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	87%	87%	87%	87%	87%
November 10, 2017	73%	73%	73%	73%	73%
November 10, 2018	51%	51%	51%	51%	51%
November 10, 2019	26%	26%	26%	26%	26%
November 10, 2020 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	2.86	2.86	2.86	2.86	2.86
First Principal Payment Date	Dec 2015	Dec 2015	Dec 2015	Dec 2015	Dec 2015
Last Principal Payment Date	Nov 2020	Nov 2020	Nov 2020	Nov 2020	Nov 2020

Percentages of the Initial Certificate Principal Amount of
the Class A-2 Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.82	9.78	9.72	9.66	9.44
First Principal Payment Date	Sep 2025	Apr 2025	Apr 2025	Apr 2025	Apr 2025
Last Principal Payment Date	Oct 2025	Oct 2025	Oct 2025	Sep 2025	Jun 2025

Percentages of the Initial Certificate Principal Amount of
the Class A-3 Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.91	9.91	9.89	9.86	9.66
First Principal Payment Date	Oct 2025	Oct 2025	Oct 2025	Sep 2025	Jun 2025
Last Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025

289

Percentages of the Initial Certificate Principal Amount of
the Class A-AB Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	81%	81%	81%	81%	81%
November 10, 2022	61%	61%	61%	61%	61%
November 10, 2023	39%	39%	39%	39%	39%
November 10, 2024	17%	17%	17%	17%	17%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	7.44	7.44	7.44	7.44	7.44
First Principal Payment Date	Nov 2020	Nov 2020	Nov 2020	Nov 2020	Nov 2020
Last Principal Payment Date	Sep 2025	Sep 2025	Sep 2025	Sep 2025	Aug 2025

Percentages of the Initial Certificate Principal Amount of
the Class A-S Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.94	9.94	9.94	9.94	9.69
First Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025
Last Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025

Percentages of the Initial Certificate Principal Amount of
the Class B Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.94	9.94	9.94	9.94	9.69
First Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025
Last Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025

290

Percentages of the Initial Certificate Principal Amount of
the Class PEZ Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.94	9.94	9.94	9.94	9.69
First Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025
Last Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025

Percentages of the Initial Certificate Principal Amount of
the Class C Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.94	9.94	9.94	9.94	9.69
First Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025
Last Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025

Percentages of the Initial Certificate Principal Amount of
the Class D Certificates at the Specified CPRs
0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums—
otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 10, 2016	100%	100%	100%	100%	100%
November 10, 2017	100%	100%	100%	100%	100%
November 10, 2018	100%	100%	100%	100%	100%
November 10, 2019	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.94	9.94	9.94	9.94	9.69
First Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025
Last Principal Payment Date	Nov 2025	Nov 2025	Nov 2025	Nov 2025	Aug 2025

291

Price/Yield Tables

The tables set forth below show the corporate bond equivalent (“CBE”) yield with respect to each Class of Offered Certificates under the Modeling Assumptions. Purchase prices set forth below for each Class of Offered Certificates are expressed in 32nds and interpreted as a percentage (i.e., 100-12 is 100-12/32%) of the initial Certificate Principal Amount or Notional Amount, as applicable, of such Class of Offered Certificates, before adding accrued interest.

The yields set forth in the following tables were calculated by determining the monthly discount rates which, when applied to the assumed stream of cash flows to be paid on each Class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows as of the Closing Date to equal the assumed purchase prices, plus accrued interest at the applicable Pass-Through Rate as described in the Modeling Assumptions, from and including November 1, 2015 to but excluding the Closing Date, and converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculation does not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as reductions of the Certificate Principal Amounts of the respective Classes of Offered Certificates that are Sequential Pay Certificates and consequently does not purport to reflect the return on any investment in such Classes of Offered Certificates when such reinvestment rates are considered.

Pre-Tax Yield to Maturity (CBE) for the Class A-1 Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class A-2 Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

292

Pre-Tax Yield to Maturity (CBE) for the Class A-3 Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class A-AB Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class X-A Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

293

Pre-Tax Yield to Maturity (CBE) for the Class X-B Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class A-S Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class B Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

294

Pre-Tax Yield to Maturity (CBE) for the Class PEZ Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class C Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

Pre-Tax Yield to Maturity (CBE) for the Class D Certificates at the Specified CPRs 

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

295

Pre-Tax Yield to Maturity (CBE) for the Class X-D Certificates at the Specified CPRs

	0% CPR during lockout, defeasance and/or yield maintenance or fixed prepayment premiums —otherwise at indicated CPR
Assumed Price (32nds)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR

We cannot assure you that the Mortgage Loans will prepay at any particular rate. Moreover, the various remaining terms to maturity of the Mortgage Loans could produce slower or faster principal distributions than indicated in the preceding tables at the various percentages of CPR specified, even if the weighted average remaining term to maturity of the Mortgage Loans is as assumed. Investors are urged to make their investment decisions based on their determinations as to anticipated rates of prepayment under a variety of scenarios.

For additional considerations relating to the yield on the Offered Certificates, see “Yield Considerations” in the prospectus.

296

The Pooling and Servicing Agreement

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement.

The servicing of the Mortgage Loans (including the Serviced Whole Loans but not the Non-Serviced Loans) and any REO Properties (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) will be governed by the Pooling and Servicing Agreement. The following summaries describe the material provisions of the Pooling and Servicing Agreement relating to the servicing and administration of the Mortgage Loans (other than the Non-Serviced Loans), the Serviced Companion Loans and any REO Properties. The summaries do not purport to be complete and are subject to the provisions of the Pooling and Servicing Agreement. Reference is made to the prospectus for additional information regarding the terms of the Pooling and Servicing Agreement relating to the servicing and administration of the Mortgage Loans (other than the Non-Serviced Loans), the Serviced Companion Loans and any REO Properties. The information in this free writing prospectus supplements any information set forth in the prospectus.

Special Note Regarding the Element LA Whole Loan

As to particular servicing matters, the discussion under this heading ‘‘The Pooling and Servicing Agreement” is applicable with respect to the Element LA Whole Loan only while the Pooling and Servicing Agreement governs the servicing of the Element LA Whole Loan. As described under ‘‘Risk Factors—The Servicing of the Element LA Whole Loan Will Shift to Others” in this free writing prospectus, on and after the Element LA Companion Loan Securitization Date, the Element LA Whole Loan will be serviced pursuant to the Element LA Future PSA, and the provisions of the Element LA Future PSA may be different than the terms of the Pooling and Servicing Agreement, although the Element LA Whole Loan will still need to be serviced in compliance with the requirements of the related Element LA Co-Lender Agreement, as described under “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan” in this free writing prospectus.

Servicing of the Whole Loans

In general, each Serviced Whole Loan will be serviced and administered under the Pooling and Servicing Agreement and the related Co-Lender Agreement, as applicable, as though the entire Serviced Whole Loan was a part of the Mortgage Pool. With respect to each Serviced Whole Loan, if the related Mortgage Loan becomes a Specially Serviced Loan, then the related Companion Loan(s) will become a Specially Serviced Loan. For more detailed information, please see “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

With respect to the Non-Serviced Loans, each Non-Serviced Loan and the related Companion Loan(s) are being serviced and administered in accordance with the applicable Other PSA, and the related Co-Lender Agreements (and all decisions, consents, waivers, approvals and other actions on the part of the holders of each Non-Serviced Loan and the related Companion Loan will be effected in accordance with the applicable Other PSA and the related Co-Lender Agreements). Consequently, the servicing provisions set forth in this free writing prospectus and the administration of certain accounts related to the servicing of the Mortgage Loans will generally not be applicable to the Non-Serviced Loans, but instead such servicing and administration of the Non-Serviced Loans will be governed by the applicable Other PSA.

The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee have no obligation or authority to supervise any master servicer, special servicer, operating advisor, certificate administrator and/or trustee that is a party to any Other PSA, or to make property protection advances with respect to the related Non-Serviced Loans or P&I Advances with respect to any Companion Loans. The obligation of the Master Servicer and Special Servicer to provide information or remit collections on the Non-Serviced Loans are dependent on its receipt of the same from the applicable party under the applicable Other PSA. Each Other PSA provides, or is expected to provide, for servicing

297

in a manner acceptable for rated transactions similar in nature to this securitization. The servicing arrangements under each Other PSA are, or are expected to be, generally similar but not identical to, and may vary in various material respects from, the servicing arrangements under the Pooling and Servicing Agreement. For more information, please see “—Servicing of the Non-Serviced Loans” below and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

As used in this free writing prospectus, references to the Mortgage Loans, when discussing servicing activities of the Mortgage Loans, (a) does include, unless otherwise specifically indicated, the Serviced Whole Loans and (b) does not include, unless otherwise specifically indicated, the Non-Serviced Loans. In certain instances references are made that specifically exclude the Non-Serviced Loans from the servicing provisions in this free writing prospectus by indicating actions that are taken with respect to the Mortgage Loans “other than the Non-Serviced Loans” or “except with respect to the Non-Serviced Loans” or words of similar import. These exclusions are intended to highlight particular provisions to draw prospective investor’s attention to the fact that the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee are not responsible for the particular servicing or administrative activity with respect to the Non-Serviced Loans and are not intended to imply that when other servicing actions are described in this free writing prospectus without such specific carveouts, that the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee are responsible for those duties with respect to the Non-Serviced Loans.

If a Companion Loan has been included in a securitization, the related Companion Loan Holder will be deemed to be the related master servicer under the related Other PSA for purposes of providing notice(s) to the Companion Loan Holder under the Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise.

Assignment of the Mortgage Loans

On the Closing Date, the Depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, together with all payments due on or with respect to the Mortgage Loans, other than principal and interest due on or before the Cut-off Date and principal prepayments received on or before the Cut-off Date, without recourse, to the Trustee for the benefit of the holders of Certificates.

The Certificate Administrator, concurrently with the assignment, will execute and deliver Certificates evidencing the beneficial ownership interests in the related Issuing Entity to or at the direction of the Depositor in exchange for the Mortgage Loans. Each Mortgage Loan will be identified in a schedule appearing as an exhibit to the Pooling and Servicing Agreement (the “Mortgage Loan Schedule”). The Mortgage Loan Schedule will include, among other things, as to each Mortgage Loan, information as to its outstanding principal balance as of the close of business on the Cut-off Date, as well as information respecting the interest rate and the maturity date of each Mortgage Loan.

In addition, the Depositor will require each Sponsor to deliver to the Certificate Administrator, in its capacity as custodian, the Mortgage File for each of the Mortgage Loans. Except as expressly permitted by the Pooling and Servicing Agreement, all documents included in the Mortgage File are to be original executed documents; provided, however, that in instances where the original recorded mortgage, mortgage assignment or any document necessary to assign the Sponsor’s interest in the Mortgage Loan to the Trustee, as described in the Pooling and Servicing Agreement, has been retained by the recording office for the applicable jurisdiction or has not yet been returned from recordation, the related Sponsor may deliver a photocopy certified to be the true and complete copy of the original submitted for recording, and the related Sponsor will cause the original of each document which is unavailable because it is being or has been submitted for recordation and has not yet been returned, to be delivered to the Certificate Administrator, in its capacity as custodian, as soon as available; provided, further, that, with respect to a Non-Serviced Loan, all documents other than the related Mortgage Note may be copies as further described in the definition of “Mortgage File”. See “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” in this free writing prospectus.

298

The Certificate Administrator, or any other custodian appointed under the Pooling and Servicing Agreement, will hold the Mortgage File for each Mortgage Loan in trust for the benefit of all Certificateholders and the related Serviced Companion Loan Holders. Pursuant to the Pooling and Servicing Agreement, the Certificate Administrator, in its capacity as custodian, is obligated to review the Mortgage File for each Mortgage Loan within a specified number of days after the execution and delivery of the Pooling and Servicing Agreement. If the Special Servicer determines that a Material Document Defect exists, the Special Servicer will promptly notify, among others, the Depositor, the applicable Sponsor, the Certificate Administrator, the Trustee and the Master Servicer. If the applicable Sponsor cannot cure the Material Document Defect within the time period specified in the Pooling and Servicing Agreement, the applicable Sponsor will be obligated either to replace the affected Mortgage Loan with a substitute Mortgage Loan or Mortgage Loans, or to repurchase the related Mortgage Loan from the Issuing Entity within the time period specified in the Pooling and Servicing Agreement at the Repurchase Price. See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.

Servicing of the Mortgage Loans

Each of the Master Servicer (directly or through one or more sub-servicers) and the Special Servicer will be required to service and administer the Mortgage Loans (including the Serviced Whole Loans, but excluding the Non-Serviced Loans). The Master Servicer may delegate and/or assign some or all of its servicing obligations and duties with respect to some or all of the Mortgage Loans and the Serviced Whole Loans to one or more third-party sub-servicers, with the consent of the Depositor. Each Other Master Servicer may also delegate and/or assign some or all of their respective obligations with regard to the Non-Serviced Whole Loans under the related Other PSA. The Master Servicer will be responsible for paying the servicing fees of any sub-servicer. Notwithstanding any sub-servicing agreement, the Master Servicer will remain primarily liable to the Trustee, the Certificate Administrator, the Certificateholders and the Serviced Companion Loan Holders for the servicing and administering of the Mortgage Loans (or Serviced Whole Loans, if applicable, but excluding the Non-Serviced Loans) in accordance with the provisions of the Pooling and Servicing Agreement without diminution of such obligation or liability by virtue of such sub-servicing agreement. The Special Servicer will not be permitted to appoint sub-servicers with respect to any of their servicing obligations and duties.

Pursuant to a primary servicing agreement to be entered into between Berkeley Point, an affiliate of CCRE Lending, on the one hand, and Midland, on the other hand, Berkeley Point will have full cashiering subservicing duties with respect to the Element LA Mortgage Loan, representing approximately 8.5% of the Initial Pool Balance, and will receive a fee calculated at 0.0025% per annum. In addition, pursuant to a limited subservicing agreement, Berkeley Point will have certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 13 CCRE Mortgage Loans, representing approximately 15.1% of the Initial Pool Balance, and will receive a fee calculated at 0.0200% per annum for each such CCRE Mortgage Loan.

The Master Servicer and the Special Servicer, as the case may be, will each be required to service and administer the Mortgage Loans (but not the Non-Serviced Loans), the Serviced Whole Loans and each REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the terms of such respective Mortgage Loans (and Serviced Whole Loans) and, if applicable, the related Co-Lender Agreement and, to the extent consistent with the foregoing, in accordance with the following (the “Servicing Standard”):

· the higher of the following standards of care:

1.with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for other third party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties; and

299

2.with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be; and

in either case, exercising reasonable business judgment and acting in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the terms of the respective subject Mortgage Loans or Serviced Whole Loans;

· with a view to—

1.the timely recovery of all payments of principal and interest, including balloon payments, under those Mortgage Loans (or the Serviced Whole Loans); or

2.in the case of (a) a Specially Serviced Loan or (b) a Mortgage Loan or Serviced Whole Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan (or Serviced Whole Loan) to the Certificateholders (as if they were one lender) (or, if a Serviced Whole Loan is involved, with a view to the maximization of recovery on such Serviced Whole Loan to the Certificateholders and the related Companion Loan Holder(s) (as if they were one lender) of principal and interest, including balloon payments, on a present value basis; and

· without regard to—

1.any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any affiliate of the Master Servicer or the Special Servicer, as the case may be, may have with any of the underlying borrowers, or any affiliate of the underlying borrowers, or any other party to the Pooling and Servicing Agreement;

2.the ownership of any Certificate (or any Serviced Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer, as the case may be;

3.the obligation, if any, of the Master Servicer to make Advances;

4.the right of the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the Pooling and Servicing Agreement generally or with respect to any particular transaction; and

5.the ownership, servicing or management for others of any mortgage loan or property not covered by the Pooling and Servicing Agreement by the Master Servicer or the Special Servicer, as the case may be, or any affiliate of the Master Servicer or the Special Servicer, as the case may be.

The Pooling and Servicing Agreement provides, however, that none of the Master Servicer, the Special Servicer, or any of their respective directors, officers, employees or agents will have any liability to the Issuing Entity or the Certificateholders for taking any action or refraining from taking any action in good faith or for errors in judgment. The foregoing provision would not protect the Master Servicer or the Special Servicer for the breach of their respective representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of its negligent disregard of its obligations or duties under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer assuming the obligations of the Master Servicer under the Pooling and Servicing Agreement will be entitled to the compensation to which the Master Servicer would have been entitled after the date of the assumption of the Master Servicer’s obligations. If no successor Master Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer will be treated as Realized Losses.

300

In general, the Master Servicer will be responsible for the servicing and administration of each Mortgage Loan (other than the Non-Serviced Loans) and related Serviced Companion Loan—

· which is not and is not part of a Specially Serviced Loan; or

· that is, or is part of, a Corrected Loan.

A “Specially Serviced Loan” means any Mortgage Loan (excluding a Non-Serviced Loan) or Serviced Whole Loan (including an REO Mortgage Loan and REO Serviced Companion Loan) being serviced under the Pooling and Servicing Agreement, for which any of the following events (each, a “Servicing Transfer Event”) has occurred as follows:

(a)the related borrower has failed to make when due any scheduled monthly debt service payment or a balloon payment, which failure continues unremedied (without regard to any grace period):

(i)    except in the case of a Mortgage Loan or Serviced Whole Loan delinquent in respect of its balloon payment, for 60 days beyond the date that payment was due; or

(ii)   solely in the case of a delinquent balloon payment, (A) 60 days beyond the date on which that balloon payment was due (except as described in clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent with respect to the balloon payment as to which the related borrower delivered to the Master Servicer or the Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, will be required to promptly deliver a copy thereof to the other servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, 120 days beyond the date on which that balloon payment was due (or for such shorter period beyond the date on which that balloon payment was due during which the refinancing is scheduled to occur); or

(b)there has occurred a default (other than as set forth in clause (a) and other than an Acceptable Insurance Default) that the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing, or, in the case of the Element LA Whole Loan, with the consent of the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) determines materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or the Serviced Companion Loan Holder in such Serviced Whole Loan), and continues unremedied for the applicable grace period under the terms of the Mortgage Loan or any Serviced Whole Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration of the related Mortgage Loan or any Serviced Whole Loan without the application of any grace period under the related loan documents will be deemed not to have a grace period; and provided, further, that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder); or

(c)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, has been entered against the related borrower and such decree or order has remained in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related

301

Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Serviced Companion Loan) be transferred to special servicing); or

(d)the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower or of or relating to all or substantially all of its property; or

(e)the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; or

(f)the Master Servicer has received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property; or

(g)the Master Servicer or Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing) or, in the case of the Element LA Whole Loan, with the consent of the Element LA Companion Loan Holder (or its representative)), determines that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, (ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affect the interests of Certificateholders in the Mortgage Loan (or in the case of a Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder in such Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan or Serviced Whole Loan or, if no cure period is specified and the default is capable of being cured, for 30 days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or Serviced Whole Loan).

An “Acceptable Insurance Default” occurs (and neither the Master Servicer nor the Special Servicer will be required to obtain the below described insurance) if the related loan documents specify that the related borrower must maintain all-risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and, with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing) or, in the case of the Element LA Whole Loan, with the consent of the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative)), that (i) this insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) this insurance is not available at any rate; provided, however, that the Controlling Class Representative or the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan, as applicable, will not have more than 20 days to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Controlling Class Representative or the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan, as applicable, the Special Servicer will not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, is entitled to rely on the opinion of an insurance consultant.

A Mortgage Loan (excluding a Non-Serviced Loan) or Serviced Whole Loan will cease to be a Specially Serviced Loan and will become a “Corrected Loan” when:

· with respect to the circumstances described in clause (a) of the definition of Specially Serviced Loan, the related borrower has made three consecutive full and timely scheduled monthly debt service payments under the terms of the Mortgage Loan or Serviced Whole Loan, as applicable, (as such terms may be changed or modified in connection with a bankruptcy or similar

302

proceeding involving the related borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement);

· with respect to the circumstances described in clauses (c), (d), (e) and (g) of the definition of Specially Serviced Loan, the circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;

· with respect to the circumstances described in clause (b) of the definition of Specially Serviced Loan, the default is cured as determined by the Special Servicer in its reasonable, good faith judgment; and

· with respect to the circumstances described in clause (f) of the definition of Specially Serviced Loan, the proceedings are terminated;

provided that at such time no other circumstances described in clauses (a) through (g) of the definition of “Specially Serviced Loan” exists that would cause the Mortgage Loan to be characterized as a “Specially Serviced Loan.”

If a Servicing Transfer Event exists with respect to one loan in a Serviced Whole Loan, it will be considered to exist for the entire Serviced Whole Loan.

The Special Servicer will be responsible for the servicing and administration of each Mortgage Loan (including a Serviced Whole Loan but excluding the Non-Serviced Loans) as to which a Servicing Transfer Event has occurred and which has not yet become a Corrected Loan. The Special Servicer will also be responsible for the administration of each REO Property acquired by the Issuing Entity.

Despite the foregoing, the Pooling and Servicing Agreement will require the Master Servicer to continue to collect information and prepare all reports to the Certificate Administrator required to be collected or prepared with respect to any Specially Serviced Loans (based on, among other things, certain information provided by the Special Servicer), receive payments on Specially Serviced Loans, maintain escrows and all reserve accounts on Specially Serviced Loans, maintain insurance with respect to the Mortgaged Properties securing the Specially Serviced Loans and, otherwise, to render other incidental services with respect to any such specially serviced assets. In addition, the Special Servicer will perform limited duties and have certain approval rights regarding servicing actions with respect to non-Specially Serviced Loans.

Neither the Master Servicer nor the Special Servicer will have responsibility for the performance by the other of its respective obligations and duties under the Pooling and Servicing Agreement.

The Master Servicer will transfer servicing of a Mortgage Loan (or Serviced Whole Loan but not any Non-Serviced Loan) to the Special Servicer when that Mortgage Loan (or Serviced Whole Loan) becomes a Specially Serviced Loan. The Special Servicer will return the servicing of that Mortgage Loan (or Serviced Whole Loan but not any Non-Serviced Loan) to the Master Servicer when it becomes a Corrected Loan.

The Special Servicer will be obligated to, among other things, oversee the resolution of Specially Serviced Loans and act as disposition manager of REO Properties (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan).

All net present value calculations and determinations made under the Pooling and Servicing Agreement with respect to any Mortgage Loan or Serviced Whole Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made by using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan or proceeds from the sale of a defaulted Mortgage Loan, the

303

highest of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the borrowers on similar debt of the borrowers as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or updated appraisal).

Advances

The Master Servicer will be obligated (subject to the limitations described below, including a non-recoverability determination) to advance, on the business day immediately preceding a Distribution Date (the “Master Servicer Remittance Date”), an amount (each such amount, a “P&I Advance”) equal to the total or any portion of the Monthly Payment (exclusive of the related Servicing Fee on the Mortgage Loan or, with respect to any Non-Serviced Loan, the master or similar servicing and administrative fees payable to each Other Master Servicer or other parties under each Other PSA), on each Mortgage Loan (excluding each Companion Loan but including the Non-Serviced Loans) that was delinquent as of the close of business on the immediately preceding Due Date (without regard to any grace period) and which delinquent payment has not been cured as of the business day immediately preceding the Master Servicer Remittance Date. In the event the Monthly Payment has been reduced pursuant to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer or resulting from bankruptcy, insolvency or any similar proceeding involving the related borrower, the amount required to be advanced will be so reduced. The Master Servicer will not be required or permitted to make an advance for balloon payments, default interest or prepayment premiums or yield maintenance charges or delinquent monthly debt service payments on the Companion Loans. The amount required to be advanced by the Master Servicer with respect to any Distribution Date in respect of payments of delinquent interest on any Mortgage Loan that is subject to an Appraisal Reduction will equal (i) the amount required to be advanced by the Master Servicer in respect of such delinquent payment of interest without giving effect to such Appraisal Reduction less (ii) an amount equal to the product of (x) the amount required to be advanced by the Master Servicer in respect of such delinquent payment of interest without giving effect to such Appraisal Reduction, and (y) a fraction, the numerator of which is the Appraisal Reduction with respect to such Mortgage Loan and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Neither the Master Servicer nor the Trustee has any obligation to make any P&I Advances on any Companion Loan.

The Master Servicer will also be obligated (subject to the limitations described below) with respect to each Mortgage Loan (including the Serviced Whole Loans, but not the Non-Serviced Loans) and related REO Property to make cash advances (“Property Advances” and, together with P&I Advances, “Advances”) to pay all customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees and expenses of real estate brokers) incurred in connection with the servicing and administration of a Mortgage Loan or Serviced Whole Loan, if a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred, or in connection with the administration of any REO Property, including, but not limited to, the cost of the preservation, insurance, restoration, protection and management of a Mortgaged Property, the cost of delinquent real estate taxes and assessments, ground lease rent payments, condominium assessments, hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related Mortgage or to maintain such Mortgaged Property, subject to a non-recoverability determination. Neither the Master Servicer nor the Trustee has any obligation to make any Property Advances with regard to any Non-Serviced Loan.

The Master Servicer will advance the cost of preparation of any environmental assessments required to be obtained in connection with taking title to any REO Property unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Non-Recoverable Advance but the cost of any compliance, containment, clean-up or remediation of an REO Property will be an expense of the Issuing Entity and paid from the Collection Account.

304

The Pooling and Servicing Agreement will obligate the Trustee to make any P&I Advance that the Master Servicer was obligated, but failed to make unless the Trustee or the Special Servicer determines such P&I Advance would be a Non-Recoverable Advance.

The Special Servicer is required to request the Master Servicer to make Property Advances with respect to a Specially Serviced Loan or REO Property under the Pooling and Servicing Agreement. The Special Servicer must make the request a specified number of days in advance of when the Property Advance is required to be made under the Pooling and Servicing Agreement. The Master Servicer, in turn, must make the requested Property Advance within a specified number of days following the Master Servicer’s receipt of the request unless the Master Servicer determines such Advance would be a Non-Recoverable Advance. The Special Servicer will have no obligation to make any Property Advance.

If the Master Servicer is required under the Pooling and Servicing Agreement to make a Property Advance, but does not do so within 15 days after the Property Advance is required to be made by it, then the Trustee will be required:

· if a responsible officer of the Trustee has actual knowledge of the failure, to give the Master Servicer notice of its failure; and

· if the failure continues for three more business days, to make the Property Advance, unless the Trustee determines such Property Advance would be a Non-Recoverable Advance.

The Master Servicer and the Trustee, as applicable, will each be entitled to receive interest on Advances at the Prime Rate (the “Advance Rate”), compounded annually, as of each Master Servicer Remittance Date; provided, however, that with respect to any P&I Advance made prior to any expiration of the related grace period, interest on such P&I Advance will accrue only from and after the expiration of such grace period. If the interest on such Advance is not recovered from Modification Fees or Penalty Charges on the related Mortgage Loan, a shortfall will result which may adversely affect distributions on the Certificates and possibly cause a Realized Loss. The “Prime Rate” is the rate on any day set forth as such in The Wall Street Journal, Eastern edition.

The obligation of the Master Servicer or the Trustee, as applicable, to make Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing Agreement continues through the foreclosure of such Mortgage Loan and until the liquidation of such Mortgage Loan or the related Mortgaged Properties. Advances are intended to provide a limited amount of liquidity, not to guarantee or insure against losses.

Each Other Master Servicer is, or will be, obligated to make servicing advances with respect to the applicable Non-Serviced Whole Loan and is, or will be, entitled to reimbursement for such servicing advances pursuant to provisions that are generally similar to, but not identical to, the provisions set forth above with respect to any Serviced Whole Loan. In addition, if any such servicing advance is determined to be a nonrecoverable advance under the applicable Other PSA, then the related Other Master Servicer or Other Trustee, as applicable, is, or will be, entitled to reimbursement, with interest, from general collections on the Mortgage Loans in this securitization for the pro rata portion of such nonrecoverable advances allocable to the related Mortgage Loan pursuant to the terms of the related Co-Lender Agreement.

None of the Master Servicer or the Trustee may make any Advance that the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee in its good faith business judgment, determines will not be ultimately recoverable (including interest accrued on the Advance) by the Master Servicer or the Trustee, as applicable, out of related late payments, net insurance proceeds, Net Condemnation Proceeds, net liquidation proceeds or other collections with respect to the Mortgage Loan or Whole Loan or REO Property, as the case may be, as to which such Advance was made. In addition, if the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee in its good faith business judgment, as applicable, determines that any Advance (together with accrued interest on the Advance) previously made by it (or, in the case of a determination by the Special Servicer, by the Master Servicer or the Trustee) will not be ultimately recoverable from the foregoing

305

sources (any such Advance, or advance determined as non-recoverable under an Other PSA and reimbursed out of general collections on the Mortgage Loans, a “Non-Recoverable Advance”), then the Master Servicer or the Trustee, as applicable, will be entitled to be reimbursed for such Advance, plus interest on the Advance at the Advance Rate, out of amounts payable on or in respect of all of the Mortgage Loans and REO Properties prior to distributions on the Certificates, which will be deemed to have been reimbursed first out of amounts collected or advanced in respect of principal and then out of all other amounts collected on the Mortgage Loans and REO Properties. Any such determination with respect to the recoverability of Advances by any of the Trustee, the Master Servicer or the Special Servicer must be made (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or (ii) in the case of the Trustee, in accordance with its good faith business judgment, and in any event will be required to be evidenced by an officer’s certificate delivered to, among others, the other such parties and to the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), setting forth such judgment or determination of nonrecoverability and the procedures and considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination. Any such non-recoverability determination by the Master Servicer or the Special Servicer described in this paragraph with respect to the recoverability of Advances will be conclusive and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee. Although the Special Servicer may determine whether an outstanding Advance is a Non-Recoverable Advance, the Special Servicer will have no right to make an affirmative determination that any Advance previously made, to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable; provided that this sentence will not be construed to limit the Special Servicer’s right to make a determination that an Advance to be made (or contemplated to be made), will not be ultimately recoverable, as described in the first sentence of this paragraph. With respect to a Non-Serviced Loan and the Master Servicer’s and Trustee’s obligation to make monthly debt service advances, the Master Servicer and Trustee may make their own independent determination as to nonrecoverability notwithstanding any determination of nonrecoverability by an Other Master Servicer or an Other Trustee under the applicable Other PSA. In addition, the Other Master Servicer under the applicable Other PSA will be entitled to seek recovery from the Issuing Entity of the pro rata share of any non-recoverable servicing advance made with respect to any Non-Serviced Loan, with interest on those servicing advances.

Notwithstanding anything in this free writing prospectus to the contrary, the Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make a payment (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required to make a payment) from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to a Mortgage Loan notwithstanding that the Master Servicer or the Special Servicer has determined that such a Property Advance would, if advanced, be a Non-Recoverable Advance, if making the payment would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, or would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Special Servicer or the Master Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is in the best interest of the Certificateholders and, with respect to each Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and/or the related Serviced Companion Loan Holder(s) constituted a single lender).

The Master Servicer or the Trustee, as applicable, will be entitled to reimbursement for any Advance made by it, including all Property Advances made with respect to each Serviced Whole Loan, equal to the amount of such Advance and interest accrued on the Advance at the Advance Rate (i) from Penalty Charges and Modification Fees on the related Mortgage Loan (or Serviced Whole Loan) by the borrower and any other collections on the Mortgage Loan (or Serviced Whole Loan), (ii) from insurance proceeds, condemnation proceeds or Liquidation Proceeds collected on the defaulted Mortgage Loan (or Serviced Whole Loan) or the related Mortgaged Property or (iii) upon determining in good faith that such Advance with interest is not recoverable from amounts described in clauses (i) and (ii), from any other amounts from time to time on deposit in the Collection Account.

306

Notwithstanding the foregoing, if the funds in the Collection Account allocable to principal and available for distribution on the next Distribution Date are insufficient to fully reimburse the Master Servicer or the Trustee, as applicable, for a Non-Recoverable Advance, then such party may elect, on a monthly basis, in its sole discretion, to defer reimbursement of some or all of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the Advance) for a period not to exceed 12 months in any event; provided that any deferral in excess of 6 months will be subject to the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative must be consulted with unless a Consultation Termination Event has occurred and is continuing) or, with respect to the Element LA Whole Loan, the consent of the holder of the Element LA Companion Loan with respect to the Element LA Note A-1 Companion Loan (or its representative). In addition, the Master Servicer or the Trustee, as applicable, will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a “Workout-Delayed Reimbursement Amount”) out of principal collections in the Collection Account (net of any amounts used to pay a Non-Recoverable Advance or interest on such Non-Recoverable Advance). The Master Servicer or the Trustee will be permitted to recover a Workout-Delayed Reimbursement Amount from general collections in the Collection Account if the Master Servicer or the Trustee, as applicable, (a) has determined that such Workout-Delayed Reimbursement Amount would not be recoverable out of collections on the related Mortgage Loan or (b) has determined that such Workout-Delayed Reimbursement Amount would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Non-Recoverable Advances, out of the principal portion of future collections on the Mortgage Loans and the REO Properties.

Any requirement of the Master Servicer or the Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans.

Any election described above by any party to refrain from reimbursing itself for any Non-Recoverable Advance (together with interest for that Non-Recoverable Advance) or portion of any Non-Recoverable Advance with respect to any Distribution Date will not be construed to impose on any party any obligation to make the above described election (or any entitlement in favor of any Certificateholder or any other person to an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the person making the election to otherwise be reimbursed for a Non-Recoverable Advance immediately (together with interest on that Non-Recoverable Advance). An election by the Master Servicer, the Special Servicer or the Trustee will not be construed to impose any duty on the other party to make an election (or any entitlement in favor of any Certificateholder or any other person to such an election). The fact that a decision to recover a Non-Recoverable Advance over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes of Certificateholders will not constitute a violation of the Servicing Standard or a breach of the terms of the Pooling and Servicing Agreement by any party, or a violation of any fiduciary duty owed by any party to the Certificateholders. The Master Servicer’s or the Trustee’s decision to defer reimbursement of such Non-Recoverable Advances as set forth above is an accommodation to the Certificateholders and is not to be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee or a right of the Certificateholders.

Accounts

The Master Servicer will be required to deposit amounts collected in respect of the Mortgage Loans into a segregated account (the “Collection Account”) established pursuant to the Pooling and Servicing Agreement. The Master Servicer will also be required to establish and maintain a segregated custodial account (the “Serviced Whole Loan Custodial Account”) with respect to each Serviced Whole Loan, which may be a sub-account or established as a ledger entry account of the Collection Account, and deposit amounts collected in respect of each Serviced Whole Loan in the related Serviced Whole Loan Custodial Account. The Issuing Entity will only be entitled to amounts on deposit in a Serviced Whole Loan

307

Custodial Account to the extent these funds are not otherwise payable to a related Serviced Companion Loan Holder or payable or reimbursable to any party to the Pooling and Servicing Agreement. Any amounts in a Serviced Whole Loan Custodial Account to which the Issuing Entity is entitled will be transferred on a monthly basis to the Collection Account.

The Certificate Administrator will be required to establish and maintain two accounts, which may be sub-accounts of a single account: (i) the “Lower-Tier Distribution Account” and (ii) the “Upper-Tier Distribution Account” (collectively with the Lower-Tier Distribution Account, the “Distribution Accounts”). With respect to each Distribution Date, the Master Servicer will be required to disburse from the Collection Account and remit to the Certificate Administrator for deposit into the Lower-Tier Distribution Account in respect of the related Mortgage Loans, to the extent of funds on deposit in the Collection Account, on the related Master Servicer Remittance Date, the Available Funds for such Distribution Date and any prepayment premiums or yield maintenance charges received as of the related Determination Date. In addition, the Master Servicer will be required to remit to the Certificate Administrator all P&I Advances for deposit into the Lower-Tier Distribution Account on the related Master Servicer Remittance Date. To the extent the Master Servicer fails to do so, the Trustee will deposit all P&I Advances into the Lower-Tier Distribution Account, as applicable, as described in this free writing prospectus. On each Distribution Date, the Certificate Administrator will be required to withdraw amounts distributable on such date on the Regular Certificates and the Trust Components first, from the Lower-Tier Distribution Account, and deposit such amounts in the Upper-Tier Distribution Account for distribution on the Certificates. See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

The Certificate Administrator will also be required to establish and maintain an account (the “Interest Reserve Account”), which may be a sub-account of the Distribution Account. Commencing in 2016, on each Master Servicer Remittance Date occurring in February and on any Master Servicer Remittance Date occurring in any January which occurs in a year that is not a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), the Master Servicer will be required to remit to the Certificate Administrator for deposit, in respect of each Mortgage Loan that accrues interest on an Actual/360 Basis, an amount equal to one day’s interest at the related Net Mortgage Loan Rate on the respective Stated Principal Balance, as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent the applicable Monthly Payment or a P&I Advance is made in respect of the Monthly Payment (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On each Master Servicer Remittance Date occurring in March (or February, if such Distribution Date is the final Distribution Date), the Certificate Administrator will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts, if any, from the preceding January (if applicable) and February, and deposit such amount into the Lower-Tier Distribution Account.

The Certificate Administrator will also be required to establish and maintain an account (the “Excess Liquidation Proceeds Reserve Account”), which may be a sub-account of a Distribution Account. To the extent that any gains are realized on sales of Mortgaged Properties, such gains will be deposited into the Excess Liquidation Proceeds Reserve Account and applied, first, to all amounts due and payable on the Regular Certificates and the Trust Components and all Realized Losses allocable to such Certificates and/or Trust Components after application of the Available Funds for such Distribution Date, and then, to the extent such gains exceed amounts reasonably anticipated to be required to offset possible future Realized Losses (as determined by the Special Servicer), to make payments to the Class R Certificates.

The Certificate Administrator will also be required to establish and maintain an account (the “Exchangeable Distribution Account”), for the benefit of holders of Exchangeable Certificates, which may be a sub-account of a Distribution Account.

Other accounts to be established pursuant to the Pooling and Servicing Agreement are one or more REO Accounts for collections from REO Properties.

The Collection Account, any Serviced Whole Loan Custodial Account, any REO Account, each Distribution Account, the Interest Reserve Account, the Exchangeable Distribution Account and the Excess Liquidation Proceeds Reserve Account will be held in the name of the Certificate Administrator (or

308

the Master Servicer (in the case of the Collection Account and any Serviced Whole Loan Custodial Account) or the Special Servicer (in the case of any REO Account)), for the benefit of the Trustee for the benefit of the holders of Certificates. Each of the Collection Account, the Serviced Whole Loan Custodial Account, any REO Account, each Distribution Account, the Interest Reserve Account, any escrow account, the Exchangeable Distribution Account and the Excess Liquidation Proceeds Reserve Account will be held at a depository institution or trust company meeting the requirements of the Pooling and Servicing Agreement or satisfactory to the Rating Agencies.

Amounts on deposit in the Collection Account, any Serviced Whole Loan Custodial Account, each Distribution Account, the Exchangeable Distribution Account, the Excess Liquidation Proceeds Reserve Account, the Interest Reserve Account and any REO Account may be invested in certain United States government securities and other high-quality investments meeting the requirements of the Pooling and Servicing Agreement or satisfactory to the Rating Agencies. Interest or other income earned on funds in the Collection Account and any Serviced Whole Loan Custodial Account will be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO Account will be payable to the Special Servicer. Interest or other income earned on funds in each Distribution Account, the Exchangeable Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account will be payable to the Certificate Administrator. Notwithstanding any of the foregoing to the contrary, for so long as Wells Fargo Bank is acting as Certificate Administrator, any amounts held in the Certificate Administrator’s accounts may remain uninvested.

If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Mortgage Loan documents permit the lender to (but do not require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account. Such amount may be used, if permitted under the Mortgage Loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for any other purpose consistent with the Servicing Standard and the Mortgage Loan documents, upon a subsequent default.

Application of Penalty Charges and Modification Fees

On or prior to the second business day before each Master Servicer Remittance Date, the Master Servicer is required to apply (except to the extent not permitted, or otherwise applied, under the related Co-Lender Agreement and as provided below) all Penalty Charges and Modification Fees received with respect to a Mortgage Loan or Serviced Whole Loan (in each case, subject to any related Co-Lender Agreement, and, in the case of Non-Serviced Loans only to the extent remitted to the Master Servicer by an Other Master Servicer) during the related one-month period ending on the related Determination Date as follows:

first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined to be Non-Recoverable Advances), the related interest on Advances and other outstanding additional expenses of the Issuing Entity (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect to such Mortgage Loan or Serviced Whole Loan;

second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Issuing Entity of all Advances (and related interest on Advances) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Non-Recoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such Non-Recoverable Advances and related interest on Non-Recoverable Advances) other than Borrower Delayed Reimbursements;

309

third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Issuing Entity of all other additional expenses of the Issuing Entity (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Whole Loan previously paid from the Collection Account or Serviced Whole Loan Custodial Account (and such amounts will be retained or deposited in the Collection Account or Serviced Whole Loan Custodial Account, as applicable, as recoveries of such additional expenses of the Issuing Entity) other than Borrower Delayed Reimbursements; and

fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer, as applicable, as compensation.

Notwithstanding the foregoing, Penalty Charges collected on any Whole Loan are allocable in accordance with the related Co-Lender Agreement as described under “Description of the Mortgage Pool—The Whole Loans—The 590 Madison Avenue Whole Loan—Application of Penalty Charges,” “—The South Plains Mall Whole Loan, The Westin Boston Waterfront Whole Loan, The Glenbrook Square Whole Loan and The GSA Portfolio Whole Loan—Application of Penalty Charges,” “—The Element LA Whole Loan—Application of Penalty Charges,” “—The Hammons Hotel Portfolio Whole Loan—Application of Penalty Charge” and “—The DoubleTree Hotel Universal Whole Loan—Application of Penalty Charges” in this free writing prospectus.

Withdrawals from the Collection Account

The Master Servicer may make withdrawals from the Collection Account (exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount thereof) for the following purposes, to the extent permitted, as well as any other purpose described in this free writing prospectus (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit on or before each Master Servicer Remittance Date (A) to the Certificate Administrator for deposit into the Lower-Tier Distribution Account an amount equal to the sum of (I) the related Available Funds and any prepayment premiums or yield maintenance charges distributable on the related Distribution Date and (II) the Trustee/Certificate Administrator Fee for the related Distribution Date, (B) to the Certificate Administrator for deposit into the Excess Liquidation Proceeds Reserve Account an amount equal to the excess Liquidation Proceeds received in the applicable one-month period ending on the related Determination Date, if any, and (C) to the Certificate Administrator for deposit into the Interest Reserve Account an amount required to be withheld as described above under “—Accounts”; (ii) to pay or reimburse the Master Servicer and the Trustee, as applicable, pursuant to the terms of the Pooling and Servicing Agreement for Advances (including unreimbursed Advances that have been determined to be Non-Recoverable Advances) made by any of them and interest on Advances (the Master Servicer’s or the Trustee’s right, as applicable, to reimbursement for items described in this clause (ii) being limited as described above under “—Advances”), (iii) to pay on or before each Master Servicer Remittance Date to the Master Servicer (who will be required to pay the holder of the excess servicing fee rights the portion of the Servicing Fee that represents excess servicing fees in accordance with the Pooling and Servicing Agreement) and the Special Servicer as compensation, the aggregate unpaid servicing compensation in respect of the immediately preceding Collection Period, (iv) to pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the related borrower) and the Operating Advisor Fee, (v) to pay on or before each Distribution Date to any person with respect to each related Mortgage Loan or REO Property that has previously been purchased or repurchased by such person pursuant to the Pooling and Servicing Agreement or otherwise, all amounts received on such Mortgage Loan or REO Property during the applicable one-month period ending on the related Determination Date and subsequent to the date as of which the amount required to effect such purchase or repurchase was determined, (vi) to the extent not reimbursed or paid pursuant to any of the above clauses, to reimburse or pay the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and/or the Depositor for unpaid compensation (in the case of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor), unpaid additional expenses of the Issuing Entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent reimbursable under the Pooling and Servicing Agreement and to satisfy any indemnification obligations of the Issuing Entity under the Pooling and Servicing Agreement, (vii) to pay to the Certificate

310

Administrator amounts reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either Trust REMIC, (viii) to pay the CREFC^®Intellectual Property Royalty License Fee, (ix) to withdraw any amount deposited into the Collection Account that was not required to be deposited in the Collection Account, and (x) to clear and terminate the Collection Account pursuant to a plan for termination and liquidation of the Issuing Entity. However, certain of the foregoing withdrawals of items specifically related to a Serviced Whole Loan or related REO Property will first be made out of the related Serviced Whole Loan Custodial Account and will be made out of the Collection Account only if and to the extent that amounts in the related Serviced Whole Loan Custodial Account are insufficient or, based on the related Co-Lender Agreement, unavailable to make the relevant payment or reimbursement. The Master Servicer will also be entitled to make withdrawals from the Collection Account of amounts necessary for the payments or reimbursements required to be paid to the parties to the applicable Other PSA, pursuant to the related Co-Lender Agreement. If the Master Servicer makes, with respect to any Serviced Whole Loan, any reimbursement or payment out of the Collection Account to cover the related Serviced Companion Loan Holder’s share of any cost, expense, indemnity, Property Advance or interest on such Property Advance, or fee with respect to such Serviced Whole Loan, then the Master Servicer (with respect to non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) must use efforts consistent with the Servicing Standard to collect such amount out of collections on such Serviced Companion Loan or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder (which after a securitization of such Serviced Companion Loan may be a securitization trust).

If a P&I Advance is made with respect to any Mortgage Loan that is part of a Whole Loan, then that P&I Advance, together with interest on such P&I Advance, may only be reimbursed out of future payments and collections on that Mortgage Loan or, as and to the extent described under “—Advances” above, on other Mortgage Loans, but not out of payments or other collections on a related Companion Loan. Likewise, the Trustee/Certificate Administrator Fee and the Operating Advisor Fee that accrue with respect to any Mortgage Loan that is part of a Whole Loan and any other amounts payable to the Operating Advisor may only be paid out of payments and other collections on such Mortgage Loan and/or the Mortgage Pool generally, but not out of payments or other collections on a related Companion Loan.

Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses

Due-on-Sale

Subject to the discussion under “—Controlling Class Representative” and “—Operating Advisor” below and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus, the Master Servicer (with respect to Mortgage Loans (other than Non-Serviced Loans) or any Serviced Whole Loans that are non-Specially Serviced Loans and with the Special Servicer’s consent) and the Special Servicer (with respect to Specially Serviced Loans) will be required to determine, in a manner consistent with the Servicing Standard, whether to waive any right the lender under any such Mortgage Loan or Serviced Whole Loan may have under a due-on-sale clause (which will include, without limitation, any rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in the borrower or its owner, to the extent prohibited under the related loan documents) to accelerate payment of that Mortgage Loan or Serviced Whole Loan. With respect to any Mortgage Loans (other than Non-Serviced Loans) that are non-Specially Serviced Loans, the Master Servicer will be required to review the proposed transaction and, whether or not it determines that approval of the transaction is favorable, make and submit its written recommendation and analysis to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer will be entitled (subject to the discussion under “—Controlling Class Representative” below and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus) to approve or disapprove the transaction. However, neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any due-on-sale clause, unless—

· the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation, or

311

· such Mortgage Loan (including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Issuing Entity, (B) has a principal balance that is $35 million or less and (C) is not one of the 10 largest Mortgage Loans (considering any Crossed Group as a single Mortgage Loan) in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000).

Due-on-Encumbrance

Subject to the discussion under “—Controlling Class Representative” and “—Operating Advisor” below and “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus, the Master Servicer (with respect to Mortgage Loans (other than Non-Serviced Loans) or Serviced Whole Loans that are non-Specially Serviced Loans, and with the Special Servicer’s consent) and the Special Servicer (with respect to Specially Serviced Loans) will be required to determine, in a manner consistent with the Servicing Standard, whether to waive any right the lender under any such Mortgage Loan or Serviced Whole Loan may have under a due-on-encumbrance clause (which will include, without limitation, any rights arising out of any mezzanine/subordinate financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners, to the extent prohibited under the related loan documents) to accelerate payment of that Mortgage Loan or Serviced Whole Loan. With respect to any Mortgage Loans (other than Non-Serviced Loans) or Serviced Whole Loans that are non-Specially Serviced Loans, the Master Servicer will be required to review the proposed transaction and, whether or not it determines that approval of the transaction is favorable, make and submit its written recommendation and analysis to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer will be entitled (subject to the discussion under “—Controlling Class Representative” below and “Description of the Mortgage Pool—The Whole Loans”” in this free writing prospectus) to approve or disapprove of the transaction. However, neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any due-on-encumbrance clause, unless—

· the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation, or

· such Mortgage Loan (including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Issuing Entity, (B) has a principal balance that is $20 million or less, (C) has a loan-to-value ratio equal to or less than 85% (including any existing and proposed debt), (D) has a debt service coverage ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the principal balance of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Crossed Group as a single Mortgage Loan) in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000).

Notwithstanding the foregoing, without any other approval or consent, the Master Servicer (for non-Specially Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a borrower’s request for (i) consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose, (ii) consent to subordination of the related Mortgage Loan to such immaterial easement, right of way or similar agreement, and (iii) consent to any other matter that is not a Major Decision or does not otherwise require the consent of the Special Servicer as described herein. In any such case, the Master Servicer or the Special Servicer, as the case may be, will be entitled to 100% of the related fees.

See “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions” in the prospectus.

312

Inspections

The Master Servicer (or with respect to any Specially Serviced Loan, the Special Servicer) is required to inspect or cause to be inspected each Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Loan) at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every calendar year with respect to Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to Mortgage Loans with an outstanding principal balance of less than $2,000,000, in each case commencing in 2017; provided that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months. The Special Servicer is required to inspect the Mortgaged Property securing each Mortgage Loan that becomes a Specially Serviced Loan as soon as practicable after it becomes a Specially Serviced Loan and thereafter at least once every calendar year until such condition ceases to exist. The cost of any such inspection is required to be borne by the Master Servicer unless the related Mortgage Loan is a Specially Serviced Loan, in which case the Master Servicer will be required to reimburse the Special Servicer for such cost as a Property Advance (or as an expense of the Issuing Entity if the Property Advance would be a Non-Recoverable Advance) and any out-of-pocket costs will be borne by the Issuing Entity.

Evidence as to Compliance

Each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan) and the Certificate Administrator are required under the Pooling and Servicing Agreement to deliver (and each of the Master Servicer and the Certificate Administrator are required to cause (or, in the case of a sub-servicer that a Sponsor requires the Master Servicer to retain, to use commercially reasonable efforts to cause) any sub-servicer (required under Regulation AB) retained by it to deliver) annually to the Certificate Administrator, the Depositor and the Operating Advisor (only in the case of an officer’s certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) on or before the date specified in the Pooling and Servicing Agreement, an officer’s certificate of an authorized officer of such party stating, among other things, that (i) a review of that party’s servicing activities during the preceding calendar year or portion of that year and of performance under the Pooling and Servicing Agreement or the related sub-servicing agreement in the case of a sub-servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the Pooling and Servicing Agreement or the related sub-servicing agreement in the case of a sub-servicer, as applicable, in all material respects throughout the preceding calendar year or portion of the preceding year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying the failure known to such officer and the nature and status of the failure. In general, none of these parties will be responsible for the performance by any other such party of that other party’s duties described above.

In addition, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Operating Advisor are each (at its own expense) required to furnish (and each of the preceding parties, as applicable, is required to cause each servicing function participant (or, in the case of each servicing function participant that a Sponsor requires the Master Servicer to retain, to use commercially reasonable efforts to cause such servicing function participant) to furnish), annually, to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of a securitization, to the extent that the Master Servicer, Special Servicer, Certificate Administrator, Trustee or Operating Advisor has received notice that the applicable Companion Loan has been transferred to such other securitization, the applicable depositor and any other applicable reporting parties), the Operating Advisor (in the case of the Special Servicer only and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB that contains the following:

313

· a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB applicable to it;

· a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

· the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year covered by the Form 10-K required to be filed pursuant to the Pooling and Servicing Agreement, setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of each such failure; and

· a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the public company accounting oversight board, that expresses an opinion, or states that an opinion cannot be expressed (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

A “servicing function participant” is any person or entity, other than the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities with respect to the Issuing Entity that address the servicing criteria set forth in Item 1122(d) of Regulation AB, unless those activities relate to 5% or less of the Mortgage Loans by balance.

Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor

The Master Servicer, the Special Servicer and the Operating Advisor may each assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement; provided that certain conditions are satisfied including obtaining a Rating Agency Confirmation. The resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, must pay all costs and expenses associated with the transfer of its duties after resignation. Except as otherwise provided below under “—Operating Advisor—Termination of the Operating Advisor without Cause” with respect to the resignation by the Operating Advisor in certain circumstances, the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, may not otherwise resign from its obligations and duties as Master Servicer, Special Servicer or Operating Advisor, as the case may be, except upon the determination that performance of its duties is no longer permissible under applicable law and provided that such determination is evidenced by an opinion of counsel delivered to the Trustee and the Certificate Administrator. No such resignation (except in circumstances where no successor operating advisor is required to be appointed) may become effective until the Trustee or a successor master servicer, special servicer or operating advisor has assumed the obligations of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer, Special Servicer or Operating Advisor assuming the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing Agreement will be entitled to the compensation to which the Master Servicer, the Special Servicer or the Operating Advisor would have been entitled after the date of assumption of such obligations (other than certain Workout Fees and Liquidation Fees which the prior Special Servicer will be entitled to retain and other than certain excess servicing fees that may be retained by the Master Servicer). If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor will result in shortfalls in distributions on the Certificates.

314

The Pooling and Servicing Agreement also provides that none of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be under any liability to the Issuing Entity, the holders of the Certificates, a Serviced Companion Loan Holder or any other person for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment. However, none of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any such person will be protected against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation by such party in the Pooling and Servicing Agreement, or (ii) any willful misconduct, bad faith, fraud or negligence by such party in the performance of its respective obligations and duties under the Pooling and Servicing Agreement or by reason of negligent disregard by such party of its respective obligations or duties under the Pooling and Servicing Agreement. In addition, the Master Servicer, the Special Servicer and the Operating Advisor, as applicable, will each indemnify the Issuing Entity against any and all loss, liability or reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Issuing Entity as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the respective obligations or duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s, as the case may be, obligations or duties, under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement further provides that the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be entitled to indemnification by the Issuing Entity for any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) incurred in connection with, or relating to, the Pooling and Servicing Agreement or the Certificates, other than any such loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses): (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of the Pooling and Servicing Agreement; (ii) which constitutes an Advance that is otherwise reimbursable under the Pooling and Servicing Agreement; (iii) resulting from any breach on the part of that party of a representation or warranty made in the Pooling and Servicing Agreement; or (iv) incurred by reason of any willful misconduct, bad faith, fraud or negligence on the part of that party in the performance of its obligations or duties under the Pooling and Servicing Agreement or negligent disregard of such obligations or duties.

In addition, the Pooling and Servicing Agreement provides that none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Pooling and Servicing Agreement and which in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured. The Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor may, however, in its discretion undertake any such action which it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the holders of Certificates under the Pooling and Servicing Agreement. In such event, the reasonable legal expenses and costs of such action and any liability resulting from such action will be expenses, costs and liabilities of the Issuing Entity, and the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor will be entitled to be reimbursed for those amounts from the Collection Account.

The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee under the Pooling and Servicing Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement and may, but is not obligated to, perform or cause a designee to perform any defaulted obligation of the Master Servicer or the Special Servicer or exercise any right of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement. In the event the Depositor undertakes any such action, it will be reimbursed

315

and indemnified by the Issuing Entity to the extent not recoverable from the Master Servicer or the Special Servicer, as applicable. Any such action by the Depositor will not relieve the Master Servicer or the Special Servicer of its obligations under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement will provide that each of the parties to the applicable Other PSA and any of their respective directors, officers, employees or agents and the other securitization trust will be indemnified by the Issuing Entity with respect to losses, costs and expenses relating to a Non-Serviced Loan and the related Mortgaged Property as and to the same extent the applicable other issuing entity is required to indemnify each of such persons in respect of other mortgage loans in another issuing entity pursuant to the terms of the Other PSA to the extent of the Issuing Entity’s pro rata share of such indemnified items, and to the extent amounts on deposit in the “Serviced Whole Loan Custodial Account” (as defined in the applicable Other PSA) are insufficient for reimbursement of such amounts, the Master Servicer will, promptly following notice from an Other Master Servicer, reimburse each of such applicable persons for the Issuing Entity’s pro rata share of the insufficiency out of general funds in the Collection Account.

The Pooling and Servicing Agreement will provide that, with respect to each Non-Serviced Whole Loan, the Master Servicer will be required to promptly reimburse out of general collections in the Issuing Entity’s Collection Account, to the extent reimbursement out of collections on the related Non-Serviced Loan are insufficient therefor, the Other Master Servicer, the Other Special Servicer, the Other Trustee or the Other Certificate Administrator, as applicable, for the Issuing Entity’s pro rata share of any fees, costs or expenses of the related securitization incurred in connection with the servicing and administration of such Non-Serviced Whole Loan.

For the avoidance of doubt, with respect to any indemnification provisions in the Pooling and Servicing Agreement providing that a party to the Pooling and Servicing Agreement is required to indemnify another party to the Pooling and Servicing Agreement for attorney’s fees and expenses, such fees and expenses are intended to include attorney’s fees and expenses relating to the enforcement of such indemnity (but only after a non-appealable final judgment or court order in favor of the indemnified party with respect to such indemnity or as agreed to by the related parties pursuant to the settlement or otherwise).

Servicer Termination Events

“Servicer Termination Events” under the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a)(i) any failure by the Master Servicer to make a required deposit to the Collection Account or any Serviced Whole Loan Custodial Account or make a required remittance to any Serviced Companion Loan Holder on the day such deposit or remittance was first required to be made, which failure is not remedied within one business day or (ii) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;

(b)any failure by the Special Servicer to deposit into any REO Account within two business days after the day such deposit is required to be made, or to remit to the Master Servicer for deposit in the Collection Account or the Serviced Whole Loan Custodial Account, any such remittance required to be made by the Special Servicer within one business day after such remittance is required to be made under the Pooling and Servicing Agreement;

(c)any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium for any insurance policy required to be maintained under the Pooling and Servicing Agreement or such shorter period

316

(not less than two business days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to the related Pooling and Servicing Agreement, by Certificateholders of any Class, evidencing, as to that Class, not less than 25% of the Voting Rights allocable to such Class (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if that failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 60 days (provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure);

(d)any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement, which materially and adversely affects the interests of any Class of Certificateholders or a Serviced Companion Loan Holder, as applicable, and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if that breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 60 days (provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure);

(e)certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;

(f)either Moody’s Investors Service, Inc. (“Moody’s”) or Kroll Bond Rating Agency, Inc. (“KBRA”) (or, in the case of a Serviced Companion Loan, any Companion Loan Rating Agency) has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities or (ii) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency (or, in the case of a Serviced Companion Loan, any Companion Loan Rating Agency) within 60 days of such event);

(g)the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3” from Fitch Ratings, Inc. (“Fitch”) and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating, or the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating, as the case may be; and

(h)the Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer which the Master Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required by the Pooling and Servicing Agreement after any applicable notice and cure period to enable the Certificate

317

Administrator or Depositor (or any other depositor or other Exchange Act reporting party relating to any Companion Loan) to comply with the Issuing Entity’s reporting obligations under the Exchange Act (any primary servicer or sub-servicer that defaults in accordance with this clause may be terminated at the direction of the Depositor).

“Serviced Companion Loan Securities” mean any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an issuing entity, which assets include a Serviced Companion Loan (or a portion of or interest in a Serviced Companion Loan).

“Companion Loan Rating Agency” means, with respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.

Rights Upon Servicer Termination Event

If a Servicer Termination Event with respect to the Master Servicer or the Special Servicer is continuing and has not been remedied, then either (i) the Trustee may or (ii) upon the written direction of the holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificates (or, solely in the case of the related Serviced Whole Loan only, subject to the discussion below, upon the written direction of the affected Serviced Companion Loan Holder) to the Trustee, the Trustee will be required to, terminate all of the rights and obligations of the Master Servicer as master servicer or the Special Servicer as special servicer under the Pooling and Servicing Agreement and in and to the Issuing Entity (except in its capacity as a Certificateholder). Notwithstanding the foregoing, upon any termination of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer will continue to be entitled to any rights that accrued prior to the date of such termination (including the right to receive all accrued and unpaid servicing and special servicing compensation through the date of termination plus reimbursement for all Advances and interest on such Advances as provided in the Pooling and Servicing Agreement).

On and after the date of termination following a Servicer Termination Event by the Master Servicer or the Special Servicer, as the case may be, the Trustee will succeed to all authority and power of the Master Servicer or the Special Servicer, as the case may be, under the Pooling and Servicing Agreement and will be entitled to the compensation arrangements to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (unless previously earned by the Master Servicer or the Special Servicer, as the case may be). If the Trustee is unwilling or unable so to act, or if the holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificateholders so request, or if the Rating Agencies do not provide a Rating Agency Confirmation with respect to the Trustee so acting, the Trustee must appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution to act as successor to the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement; provided that the Trustee must obtain a Rating Agency Confirmation regarding appointment of the proposed successor at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Issuing Entity; provided, further that, (i) solely with respect to the Element LA Whole Loan, while serviced under the Pooling and Servicing Agreement, the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) will have the right to approve a successor special servicer and (ii) for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative will have the right to approve a successor special servicer (other than with respect to the Element LA Whole Loan). Pending such appointment, the Trustee is obligated to act in such capacity in accordance with the Pooling and Servicing Agreement. The Trustee and any such successor may agree upon the servicing compensation to be paid; provided, however, that the servicing compensation may not be in excess of that permitted to the terminated Master Servicer or Special Servicer, as applicable, unless no successor can be obtained to perform the obligations for that compensation; provided, further that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee will be required to consult with the Controlling Class Representative prior to the appointment of a successor master servicer or special servicer at a servicing compensation in excess of that permitted to the terminated Master Servicer or

318

Special Servicer, as applicable. Any compensation in excess of that payable to the predecessor Master Servicer or Special Servicer may result in Realized Losses or other shortfalls on the Certificates.

Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of related Serviced Companion Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related Serviced Companion Loan Holder or the holders of any Certificates, but upon the written direction of the related Serviced Companion Loan Holder, the Master Servicer will be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan. Also, notwithstanding the foregoing, if a Servicer Termination Event described in clauses (a), (b), (c), (d), (f) or (g) under “—Servicer Termination Events” above only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities, then it will not be a Servicer Termination Event with respect to the Mortgage Pool as a whole, but the related Serviced Companion Loan Holder may terminate the Special Servicer with respect to the related Serviced Whole Loan.

Notwithstanding the foregoing discussion in this “—Rights Upon Servicer Termination Event” section, if the Master Servicer is terminated under the circumstances described above because of the occurrence of any of the Servicer Termination Events described in clause (f) or (g) under “—Servicer Termination Events” above, the Master Servicer will have the right for a period of 45 days (during which time it will continue to serve as Master Servicer), at its expense, to sell its master servicing rights with respect to the Mortgage Loans to a Master Servicer as to which the Rating Agencies have provided a Rating Agency Confirmation.

No Certificateholder will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement or the Mortgage Loans, unless, with respect to the Pooling and Servicing Agreement, such holder previously has given to the Trustee a written notice of a default under the Pooling and Servicing Agreement, and of the continuance of the default, and unless also the holders of at least 25% of the Voting Rights of any Class affected thereby (considering each of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class” for such purpose) have made written request of the Trustee (with a copy to the Certificate Administrator) to institute such proceeding in its own name as Trustee under the Pooling and Servicing Agreement and have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred in connection with such proceeding, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, has neglected or refused to institute such proceeding.

The Trustee will have no obligation to make any investigation of matters arising under the Pooling and Servicing Agreement or to institute, conduct or defend any litigation under the Pooling and Servicing Agreement or in relation to it at the request, order or direction of any of the holders of Certificates, unless such holders of Certificates have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred in connection with such action.

In addition, the Depositor may terminate each of the Master Servicer and the Special Servicer upon five business days’ notice if the Master Servicer or the Special Servicer, as the case may be, fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement.

319

Waivers of Servicer Termination Events

A Servicer Termination Event may be waived by the Certificateholders evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of the Special Servicer with respect to a Serviced Whole Loan only, by the related Serviced Companion Loan Holder). Notwithstanding the foregoing, (1) a Servicer Termination Event under clause (a) or (b) under “—Servicer Termination Events” above may be waived only with the consent of all of the Certificateholders of the affected Classes and any Serviced Companion Loan Holder affected by such Servicer Termination Event, and (2) a Servicer Termination Event under clause (h) under “—Servicer Termination Events” above may be waived only with the consent of the Depositor and any Serviced Companion Loan Holder affected by such Servicer Termination Event.

Termination of the Special Servicer

The Special Servicer may be removed, and a successor special servicer appointed, at any time, as follows:

(a)prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may be replaced by the Controlling Class Representative (other than with respect to the Element LA Whole Loan) with or without cause (except with respect to any Excluded Loan);

(b)if a Control Termination Event has occurred and is continuing, the Special Servicer may be removed, with respect to the Mortgage Loans (other than the Non-Serviced Loans and the Element LA Mortgage Loan) and Serviced Whole Loans (other than the Element LA Whole Loan) in accordance with the procedures set forth below, at the written direction of (x) holders of Certificates (other than the Class R Certificates) evidencing at least 75% of the aggregate Voting Rights of the Certificates (other than the Class R Certificates) or (y) holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose); and

(c)solely with respect to the Element LA Whole Loan, while serviced under the Pooling and Servicing Agreement, the Special Servicer may be replaced by the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative), with or without cause.

The procedures for removing the Special Servicer (other than with respect to the Element LA Whole Loan) if a Control Termination Event has occurred and is continuing will be as follows: upon (i) the written direction of holders of Certificates (other than the Class R Certificates) evidencing at least 25% of the Voting Rights of the Certificates requesting a vote to terminate and replace the Special Servicer with a proposed successor special servicer, (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation addressing the removal and replacement of the Special Servicer (which confirmations will be obtained at the expense of such holders), the Certificate Administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website and by mailing at their addresses appearing in the certificate register. Upon the written direction of (a) holders of Certificates (other than the Class R Certificates) evidencing at least 75% of the Voting Rights of the Certificates (other than the Class R Certificates) or (b) holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose), the Trustee will be required to terminate all of the rights and obligations of the Special Servicer (other than with respect to the Element LA Whole Loan) under the Pooling and Servicing Agreement and appoint the proposed successor special servicer; provided that if that written direction is not provided within 180 days of the initial request for a vote to terminate and replace the Special Servicer, then that written direction will have no force and effect. The Certificate Administrator will include on each Distribution Date statement a

320

statement that each Certificateholder and beneficial owner of Certificates may access such notices on the Certificate Administrator’s website and each Certificateholder and beneficial owner of Certificates may register to receive email notifications when such notices are posted on the website. The appointment of a successor special servicer will be subject to the receipt of a Rating Agency Confirmation. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.

In addition, any time after the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer (other than with respect to the Element LA Whole Loan). In such event, the Operating Advisor will be required to deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a replacement special servicer meeting the applicable requirements of the Pooling and Servicing Agreement, which recommended special servicer has agreed to succeed as Special Servicer if appointed in accordance with the Pooling and Servicing Agreement. The Certificate Administrator will be required to promptly post a copy of such recommendation on its internet website and by mail send notice to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer. Upon the written direction of holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose) within 180 days of the initial request for a vote, the Certificate Administrator will be required to obtain a Rating Agency Confirmation from each Rating Agency, and the Trustee will terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement, and appoint the recommended successor special servicer. If written direction of the holders of the required Non-Reduced Certificates is not provided within 180 days of the request for a vote on the removal of the Special Servicer, the recommendation of the Operating Advisor to remove and replace the Special Servicer will lapse and be of no force and effect. The reasonable fees and out-of-pocket costs and expenses associated with obtaining the Rating Agency Confirmation described above and administering the vote on removal of the Special Servicer will be an additional expense of the Issuing Entity.

In addition, the Depositor may terminate the Special Servicer upon 5 business days’ notice if the Special Servicer fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement.

In no event may a successor special servicer be a current or former Operating Advisor or any affiliate of such current or former Operating Advisor.

Notwithstanding the foregoing, if the Special Servicer has obtained knowledge that it has become a Borrower Party with respect to any Mortgage Loan or Serviced Whole Loan (any such Mortgage Loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the Special Servicer will be required to resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Certificateholder will be entitled to appoint (and replace with or without cause) a successor special servicer that is not a Borrower Party in accordance with the terms of the Pooling and Servicing Agreement (the “Excluded Special Servicer”) for the related Excluded Special Servicer Loan, unless such Excluded Special Servicer Loan is also an Excluded Loan and other than with respect to the Element LA Whole Loan. At any time after the occurrence and during the continuance of a Control Termination Event or if an Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer will be required to use reasonable efforts to appoint the Excluded Special Servicer (other than with respect to the Element LA Whole Loan). In the event the Element LA Whole Loan is an Excluded Special Servicer Loan, the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) will be entitled to appoint an Excluded Special Servicer with respect to such Excluded Special Servicer Loan. It will be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment

321

would not result in a qualification, downgrade or withdrawal of any of their then current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any commercial mortgage-backed securities backed by a Serviced Companion Loan, (ii) the Excluded Special Servicer is a replacement special servicer meeting the applicable requirements of the Pooling and Servicing Agreement and (iii) the Excluded Special Servicer delivers to the Depositor and any applicable depositor related to another securitization that includes a Serviced Companion Loan, the information, if any, required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as Excluded Special Servicer.

If at any time the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer will be required to resign, (2) the related Mortgage Loan or Serviced Whole Loan will no longer be an Excluded Special Servicer Loan, (3) the Special Servicer will automatically become the Special Servicer again for the such Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer will be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.

The Excluded Special Servicer will be required to perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans which are not Excluded Special Servicer Loans).

Amendment

The Pooling and Servicing Agreement may be amended without the consent of any of the holders of Certificates or the consent of any holder of a Companion Loan:

(a)to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the holder of a Companion Loan;

(b)to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description of the provisions in the final prospectus supplement or the prospectus, or to correct any error;

(c)to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account; provided that (A) the Master Servicer Remittance Date may in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or the holder of a Companion Loan, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);

(d)to modify, eliminate or add to any of its provisions (i) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Issuing Entity; provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, the holder of a Companion Loan, (ii) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee (see “Material Federal Income Tax Consequences—Federal Income Tax Consequences For REMIC Certificates—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates” in the prospectus) or (iii) to the extent necessary to comply with the Investment Company

322

Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;

(e)to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or the holder of a Companion Loan, as evidenced by an opinion of counsel;

(f)to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5 under the Exchange Act (“Rule 17g-5”); provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless the modification would materially adversely affect that party or materially increase that party’s obligations under the Pooling and Servicing Agreement); provided, further, that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and

(g)to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any Rating Agency; provided that such amendment will not adversely affect in any material respect the interests of any Certificateholder or the holder of a Serviced Companion Loan.

Notwithstanding the foregoing, no such amendment to the Pooling and Servicing Agreement contemplated by the preceding paragraph will be permitted if the amendment would (i) reduce the consent or consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative, (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor, (iii) change in any manner the obligations or rights of any Sponsor under the applicable Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement without the consent of the related Sponsor, (iv) change in any manner the obligations or rights of any underwriter without the consent of the related underwriter, or (v) adversely affect any Companion Loan Holder in its capacity as such without its consent.

The Pooling and Servicing Agreement may also be amended by the parties to the Pooling and Servicing Agreement with the consent of the holders of Certificates evidencing not less than 66-2/3% of the aggregate Percentage Interests of each Class affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent of the holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the consent of that holder, (2) reduce the percentage of Certificates of any Class the holders of which are required to consent to the amendment or remove the requirement to obtain the consent of the holder of any Serviced Companion Loan without the consent of the holders of all Certificates of that Class then outstanding or the holder of such Serviced Companion Loan, as applicable, (3) change in any manner the obligations or rights of any Sponsor under the applicable Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement without the consent of the related Sponsor, (4) change the definition of “Servicing Standard” without either (a) the consent of 100% of the Certificateholders or (b) a Rating Agency Confirmation, (5) without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer or (c) the right of the Certificateholders to terminate the Operating Advisor, (6) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders, (7) adversely affect any Companion Loan Holder in its capacity as such without its consent, or (8) change in any manner the obligations or rights of any underwriter without the consent of the affected underwriter.

323

Notwithstanding the foregoing, the Pooling and Servicing Agreement may not be amended without the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator (in each case, only if requested by such party) having first received an opinion of counsel, at the expense of the person requesting the amendment (or, if the amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (a) or clause (b) of the first paragraph of this section entitled “—Amendment”, then at the expense of the Issuing Entity), to the effect that the amendment will not result in the imposition of a tax on any portion of the Issuing Entity (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property) or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes. Prior to the execution of any amendment to the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer may request, and will be entitled to rely conclusively upon, an opinion of counsel, at the expense of the person requesting the amendment (or, if the amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (a), (b), (c) or (e) of the first paragraph of this section entitled “—Amendment” (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator, as applicable), then at the expense of the Issuing Entity) stating that the execution of the amendment is authorized or permitted by the Pooling and Servicing Agreement. The party requesting an amendment to the Pooling and Servicing Agreement will be required to give each Rating Agency prior written notice of such amendment.

In addition, certain amendments to the Pooling and Servicing Agreement may require the delivery of certain other opinions of counsel at the expense of the Issuing Entity.

Realization Upon Mortgage Loans

Specially Serviced Loans; Appraisals

Promptly upon the occurrence of an Appraisal Reduction Event, other than with respect to a Non-Serviced Loan, the Special Servicer will be required to order and use reasonable efforts to obtain an appraisal of the Mortgaged Property or REO Property, as the case may be, from an Appraiser in accordance with MAI standards (an “Updated Appraisal”). However, the Special Servicer will not be required to obtain an Updated Appraisal of any Mortgaged Property with respect to which there exists an appraisal from an Appraiser in accordance with MAI standards which is less than nine months old, unless the Special Servicer determines that such previously obtained appraisal is materially inaccurate. The cost of any Updated Appraisal will be advanced by, and reimbursable to, the Master Servicer as, a Property Advance or will be an expense of the Issuing Entity and paid directly out of the Collection Account if determined to be a Non-Recoverable Advance to the extent provided in the Pooling and Servicing Agreement.

Standards for Conduct Generally in Effecting Foreclosure or the Sale of Defaulted Loans

In connection with any foreclosure, enforcement of the Mortgage Loan documents, or other acquisition, the cost and expenses of any such proceeding will be a Property Advance or an expense of the Issuing Entity paid directly out of the Collection Account if determined to be a Non-Recoverable Advance.

If the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged Property is located, the Special Servicer will not be required to pursue a deficiency judgment against the related borrower, if available, or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination is evidenced by an officers’ certificate delivered to the Trustee, the Certificate Administrator, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and any Serviced Companion Loan Holder to the

324

extent the identity of any such Serviced Companion Loan Holder is actually known to such Special Servicer; provided that to the extent the related Companion Loan has been included in a securitization transaction, all notices and documentation required to be provided to the related Serviced Companion Loan Holder will be provided to the Other Master Servicer under such securitization transaction.

Notwithstanding anything in this free writing prospectus to the contrary, the Pooling and Servicing Agreement will provide that the Special Servicer will not, on behalf of the Issuing Entity or, if applicable, the related Serviced Companion Loan Holder, obtain title to a Mortgaged Property as a result of foreclosure or by deed in lieu of foreclosure or otherwise, and will not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Trustee, the Certificate Administrator or the Issuing Entity, without their consent, or the holders of Certificates or any Serviced Companion Loan Holder would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Mortgaged Property within the meaning of the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any comparable law, unless the Special Servicer has previously determined, based on an updated environmental assessment report prepared by an independent person who regularly conducts environmental audits, that: (i) such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuing Entity and, if applicable, the related Serviced Companion Loan Holder (as a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance with applicable environmental laws and (ii) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant it would be in the best economic interest of the Issuing Entity and, if applicable, the related Serviced Companion Loan Holder(s) (as a collective whole as if the Issuing Entity and, if applicable, the related Serviced Companion Loan Holder(s), constituted a single lender) to take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation. If appropriate, the Special Servicer may establish a single member limited liability company with the Issuing Entity and, if applicable, the related Serviced Companion Loan Holder, as the sole owner to hold title to the Mortgaged Property.

In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale is required to be issued to the Trustee, to a co-trustee or to its nominee or a separate trustee or co-trustee on behalf of the Trustee, on behalf of holders of Certificates, and, if applicable, the related Serviced Companion Loan Holder. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan or Serviced Whole Loan, such Mortgage Loan will be considered to be an REO Mortgage Loan held in the Issuing Entity until such time as the related REO Property is sold by the Issuing Entity.

If title to any Mortgaged Property is acquired by the Issuing Entity (directly or through a single member limited liability company established for that purpose), the Special Servicer will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants (or does not deny) an extension of time to sell the property or (2) the Special Servicer, the Certificate Administrator and the Trustee receive an opinion of independent counsel to the effect that the holding of the property by the Lower-Tier REMIC longer than the above-referenced three year period will not result in the imposition of a tax on either Trust REMIC or cause either Trust REMIC to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the Pooling and Servicing Agreement, the Special Servicer will generally be required to attempt to sell any Mortgaged Property so acquired in accordance with the Servicing Standard. The Special Servicer will also be required to ensure that any Mortgaged Property acquired by the Issuing Entity is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, and that the sale of the property does not result in the receipt by the Issuing Entity of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If the Lower-Tier REMIC acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Lower-Tier REMIC, will retain, at the expense of the Issuing Entity, an

325

independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was more than 10% completed at the time default on the related Mortgage Loan became imminent. The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage the Mortgaged Property as required under the Pooling and Servicing Agreement.

Generally, neither Trust REMIC will be taxable on income received with respect to a Mortgaged Property acquired by the Issuing Entity to the extent that it constitutes “rents from real property”, within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the gross receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the Issuing Entity would not constitute rents from real property, or that none of such income would qualify if a separate charge is not stated for such non-customary services or they are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hospitality property, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to personal property exceeds 15% of the total net rent for the taxable year. Any of the foregoing types of income may instead constitute “net income from foreclosure property”, which would be taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. The Pooling and Servicing Agreement provides that the Special Servicer will be permitted to cause the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders and any related companion loan holders, as a collective whole, could reasonably be expected to be greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the Issuing Entity to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of Certificates. See “Material Federal Income Tax Consequences—Federal Income Tax Consequences For REMIC Certificates—Taxes That May Be Imposed on the REMIC Pool—Prohibited Transactions” in the prospectus.

To the extent that Liquidation Proceeds collected with respect to any Mortgage Loan are less than the sum of (1) the outstanding principal balance of the Mortgage Loan, (2) interest accrued on the Mortgage Loan and (3) the aggregate amount of outstanding reimbursable expenses (including any (i) unpaid servicing compensation, (ii) unreimbursed Property Advances, (iii) accrued and unpaid interest on all Advances and (iv) additional expenses of the Issuing Entity) incurred with respect to the Mortgage Loan, the Issuing Entity will realize a loss in the amount of the shortfall. The Trustee, the Certificate Administrator, the Master Servicer and/or the Special Servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any Mortgage Loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related Mortgage Loan, certain unreimbursed expenses incurred with respect to the Mortgage Loan and any unreimbursed Advances (including interest on Advances) made with respect to the Mortgage Loan. In addition, amounts otherwise distributable on the Certificates will be further reduced by interest payable to the Master Servicer, the Special Servicer or Trustee on these Advances.

326

Sale of Defaulted Mortgage Loans and REO Properties

Promptly upon a Mortgage Loan or Serviced Whole Loan becoming a Defaulted Mortgage Loan and if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) constituted a single lender), to attempt to sell such Mortgage Loan, the Special Servicer will be required to use reasonable efforts to solicit offers for the Defaulted Mortgage Loan on behalf of the Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) in such manner as will be reasonably likely to realize a fair price. The Special Servicer will generally be required to accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any person that constitutes a fair price for the Defaulted Mortgage Loan. The Special Servicer is required to notify the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder(s), of any inquiries or offers received regarding the sale of any Defaulted Mortgage Loan.

The Special Servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan if the highest offeror is a person other than an Interested Person. In determining whether any offer from a person other than an Interested Person constitutes a fair price for any Defaulted Mortgage Loan, the Special Servicer will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any Defaulted Mortgage Loan, any Appraiser will be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.

If the highest offeror is an Interested Person (provided that the Trustee may not be an offeror), then the Trustee will be required to determine whether the cash offer constitutes a fair price unless (i) the offer is equal to or greater than the applicable Repurchase Price, (ii) the offer is the highest offer received and (iii) at least two other offers are received from independent third parties; provided, however, that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan, the Trustee will be supplied with and will be required to rely on the most recent appraisal or updated appraisal conducted in accordance with the Pooling and Servicing Agreement within the preceding 9-month period or, in the absence of any such appraisal, on a new appraisal. Except as provided in the following paragraph, the cost of any appraisal will be covered by, and will be reimbursable as a Property Advance.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee to determine if such offer constitutes a fair price for such Mortgage Loan or Whole Loan. If the Trustee designates such a third party to make such determination, the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party will be covered by, and will be reimbursable by, the Interested Person; provided that the Trustee may not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.

With respect to each Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement(s), if a Serviced Whole Loan becomes a Defaulted Mortgage Loan, and if the Special Servicer determines to sell the related Mortgage Loan in accordance with the discussion in this “—Sale of

327

Defaulted Mortgage Loans and REO Properties” section, then such Special Servicer will be required to sell the related Serviced Companion Loan together with such Mortgage Loan as one whole loan. Notwithstanding the foregoing, such Special Servicer will not be permitted to sell a Serviced Whole Loan if it becomes a Defaulted Mortgage Loan unless it complies with the procedures specified in “Description of the Mortgage Pool—The Whole Loans—The South Plains Mall Whole Loan, The Westin Boston Waterfront Whole Loan, The Glenbrook Square Whole Loan and The GSA Portfolio Whole Loan—Sale of Defaulted Whole Loan” and “—The Element LA Whole Loan—Sale of Defaulted Whole Loan” in this free writing prospectus.

The Special Servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the related Serviced Companion Loan Holder(s) (if applicable) and to sell each REO Property in the same manner as with respect to a Defaulted Mortgage Loan.

Notwithstanding any of the foregoing paragraphs, the Special Servicer will not be required to accept the highest cash offer for a Defaulted Mortgage Loan or REO Property if the Special Servicer determines (in consultation with the Controlling Class Representative (unless a Consultation Termination Event exists) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Serviced Companion Loan Holder(s)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender).

An “Interested Person” is the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Controlling Class Representative, any Sponsor, any borrower, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer or any known affiliate of any of the preceding entities, and, with respect to a Serviced Whole Loan if it is a Defaulted Mortgage Loan, the depositor, the master servicer, the special servicer (or any independent contractor engaged by such special servicer), or the trustee for the securitization of a Serviced Companion Loan, and each related Serviced Companion Loan Holder or its representative, any holder of a related mezzanine loan, or any known affiliate of any such party described above.

Modifications, Waivers and Amendments

The Pooling and Servicing Agreement will permit (a) with respect to any Mortgage Loan (other than Non-Serviced Loans) or Serviced Whole Loan that is a non-Specially Serviced Loan, the Master Servicer (subject to the Special Servicer’s consent if the related modification, waiver or amendment constitutes a Major Decision), or (b) with respect to any Specially Serviced Loan, the Special Servicer, in each case subject to the consultation rights of the Operating Advisor following a Control Termination Event and the consent and/or consultation rights (if any) of the Controlling Class Representative or the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative), as applicable, and, to the extent required in accordance with the related Co-Lender Agreement, any related Serviced Companion Loan Holder or its representative, to modify, waive or amend any term of any Mortgage Loan (other than Non-Serviced Loans) or Serviced Whole Loan if such modification, waiver or amendment (i) is consistent with the Servicing Standard and (ii) would not constitute a “significant modification” of such Mortgage Loan (other than Non-Serviced Loans) or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (A) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust or (B) result in the imposition of a tax upon either Trust REMIC or the Issuing Entity (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on

328

contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). Each of the Master Servicer and the Special Servicer will be permitted to rely on an opinion of counsel with respect to such determination.

In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage Loan (other than a Non-Serviced Loan) or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Mortgage Loan documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or require the related borrower to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan (other than a Non-Serviced Loan), then unless then permitted by the REMIC provisions of the Code, such calculation will exclude the value of personal property and going concern value, if any.

No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Whole Loan or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer will be permitted without the prior written consent of the Special Servicer.

The consent of the Special Servicer is required to any modification, waiver or amendment that constitutes a Major Decision, with regard to any Mortgage Loan (other than any Non-Serviced Loan) or any Serviced Companion Loan that is not a Specially Serviced Loan, and the Special Servicer will also be required to obtain the consent of the Controlling Class Representative to the extent described below under “—Controlling Class Representative” in this free writing prospectus. The Special Servicer is also required to obtain the consent of the Controlling Class Representative in connection with any modification, waiver or amendment that is a Major Decision to the extent described below under
“—Controlling Class Representative” in this free writing prospectus.

When the Special Servicer’s consent is required and the Master Servicer is recommending approval, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for a modification, waiver or amendment that is a Major Decision accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or the Controlling Class Representative may reasonably request to grant or withhold such consent. When the Special Servicer’s consent is required under the Pooling and Servicing Agreement, such consent will be deemed given if the Special Servicer does not respond to a request for consent within the time periods set forth in the Pooling and Servicing Agreement. Prior to the occurrence and continuance of an applicable Control Termination Event, with respect to all applicable Specially Serviced Loan(s) and non- Specially Serviced Loan(s), the Special Servicer will be required to obtain, prior to consenting to such a proposed action of the Master Servicer that constitutes a Major Decision, and prior to itself taking any such action that constitutes a Major Decision, the written consent of the Controlling Class Representative, which consent will be deemed given if the Controlling Class Representative does not respond to a request for consent within the time periods set forth in the Pooling and Servicing Agreement.

In no event, however, will the Special Servicer be permitted to (i) extend the maturity date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date or (ii) if the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the maturity date of such Mortgage Loan or Serviced Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, ten years, prior to the end of the current term of the ground lease, plus any options to extend exercisable unilaterally by the borrower.

Any modification, waiver or amendment with respect to a Serviced Whole Loan may be subject to the consultation rights of the related Serviced Companion Loan Holder(s), each as described under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

329

The Master Servicer or the Special Servicer, as the case may be, is required to notify the Trustee, the Certificate Administrator, the Depositor, the related Serviced Companion Loan Holder(s) in the case of a Serviced Whole Loan, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Rating Agencies, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan and the date of the modification, waiver or amendment and deliver a copy to the Trustee, any related Serviced Companion Loan Holder(s) in the case of a Serviced Whole Loan, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), and the original to the Certificate Administrator of the recorded agreement relating to such modification, waiver or amendment within 15 business days following the execution and recordation of the modification, waiver or amendment.

Any Modification Fees paid by any borrower to the Master Servicer or the Special Servicer with respect to a modification, consent, extension, waiver or amendment of any term of a Mortgage Loan (or Serviced Whole Loan, if applicable, and subject to any related Co-Lender Agreement) will be applied as described under “—Application of Penalty Charges and Modification Fees” in this free writing prospectus.

The Master Servicer and the Special Servicer, as applicable, will be required, no less often than on a monthly basis, to make a knowledgeable servicing officer available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (prior to the Element LA Companion Loan Securitization Date) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible.

With respect to any Non-Serviced Loan, any modifications, waivers and amendments will be effected by the related Other Special Servicer or the related Other Master Servicer, as applicable, in accordance with the terms of the related Other PSA and the related Co-Lender Agreement. See “Description of the Mortgage Pool—The Whole Loans” and “—Servicing of the Non-Serviced Loans” in this free writing prospectus. Any consent or consultation rights entitled to be exercised by the holder of such Non-Serviced Loan with respect to modifications or waivers to, and amendments of, or certain other major decisions under the Other PSA, will be exercised by the Controlling Class Representative (in the case of consent rights, for so long as no Control Termination Event has occurred or is continuing, and in the case of consultation rights, for so long as no Consultation Termination Event has occurred or is continuing). The Master Servicer and the Special Servicer will only be obligated to forward any requests received from the Other Master Servicer or the Other Special Servicer, as applicable, for such consent and/or consultation to the Controlling Class Representative and will have no right or obligation to exercise any such consent or consultation rights.

Controlling Class Representative

General

For so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative will be entitled to advise (1) the Special Servicer, with respect to all Specially Serviced Loans (other than the Element LA Mortgage Loan) and (2) the Special Servicer, with respect to Mortgage Loans (other than the Non-Serviced Loans and the Element LA Mortgage Loan) that are not Specially Serviced Loans, as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, in each case as described below. The provisions summarized below will be subject to the right of certain Controlling Class Certificateholders to “opt-out” of its rights under certain circumstances described in this free writing prospectus, as provided for in the Pooling and Servicing Agreement, and the right of the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan with respect to the Element LA Whole Loan.

330

With respect to the Non-Serviced Loans, any consent or approvals on actions to be taken by the Other Special Servicer or Other Master Servicer under the Other PSA, are governed by the terms of the applicable Other PSA, and the related Co-Lender Agreements and described under “Description of the Mortgage Pool” and “The Pooling and Servicing Agreement—Servicing of the Whole Loans” in this free writing prospectus.

The Controlling Class Representative will not be permitted to exercise any of its rights in such capacity with respect to an Excluded Loan.

Except as otherwise described in the succeeding paragraphs below or under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus, (a) the Master Servicer will not be permitted to take any of the following actions unless it has obtained the consent of the Special Servicer and (b) for so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer will not be permitted to consent to the Master Servicer’s taking any of the following actions, nor will the Special Servicer itself be permitted to take any of the following actions, as to which the Controlling Class Representative has objected in writing within ten business days (or in the case of a determination of an Acceptable Insurance Default, 20 days) after receipt of the written recommendation and analysis from the Special Servicer (provided that if such written objection has not been received by the Special Servicer within the ten-day or, if applicable, 20-day period, the Controlling Class Representative will be deemed to have approved such action) (each of the following, a “Major Decision”):

(A) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans and/or Serviced Whole Loan as come into and continue in default;

(B) any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master Servicer or Special Servicer, as applicable, is permitted to waive pursuant to the Pooling and Servicing Agreement)) or material non-monetary term (including, without limitation, (i) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted, (ii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal prepayment and (iii) a modification with respect to the timing of payments and acceptance of discounted pay-offs, but excluding the waiver of Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan;

(C) any sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Issuing Entity as described under “—Optional Termination; Optional Mortgage Loan Purchase” in this free writing prospectus) for less than the applicable Repurchase Price;

(D) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

(E) any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;

(F) any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced Whole Loan, if lender consent is required, any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;

331

(G) any property management company changes or franchise changes (to the extent the lender is required to consent or approve under the Mortgage Loan documents);

(H) releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;

(I) any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a borrower or guarantor releasing a borrower or guarantor from liability under a Mortgage Loan or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;

(J) the determination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Servicing Transfer Event”;

(K) following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of the Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the related loan documents or with respect to the related borrower or Mortgaged Property;

(L) any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;

(M) any determination of an Acceptable Insurance Default;

(N) any proposed modification or waiver of any material provision in the related loan documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related borrower; and

(O) any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;

provided that in the event that the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan (if applicable), the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender), the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s (but only with respect to a non-Specially Serviced Loan)) response. The Special Servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing actions following the occurrence and during the continuance of a Control Termination Event; provided, however, that after the occurrence and during the continuance of a Control Termination Event, the Special Servicer will be required to consult with the Controlling Class Representative (until the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor in connection with any Major Decision and to consider alternative actions recommended by the Controlling Class Representative and the Operating Advisor, but only to the extent that consultation with, or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance of the Control Termination Event; provided that such consultation is not binding on the Special Servicer. Notwithstanding the foregoing, the Controlling Class Representative will have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Loan under the Pooling and Servicing Agreement.

332

In addition, unless a Control Termination Event has occurred and is continuing, and subject to the discussion under “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus, the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan or Serviced Whole Loan, as applicable, as the Controlling Class Representative may reasonably deem advisable. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer will be required to take or refrain from taking any action pursuant to instructions or objections from the Controlling Class Representative that would cause it to violate applicable law, the related Mortgage Loan documents, or any related Co-Lender Agreement or any intercreditor agreement, the Pooling and Servicing Agreement, including the Servicing Standard, or the REMIC provisions of the Code.

With respect to any Excluded Special Servicer Loan (that is also not an Excluded Loan and other than with respect to the Element LA Whole Loan), the Controlling Class Representative, (for so long as a Control Termination Event has not occurred and is not continuing) will be entitled to appoint an Excluded Special Servicer with respect to such Mortgage Loan.

In the event the Element LA Whole Loan is an Excluded Special Servicer Loan, the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) will be entitled to appoint an Excluded Special Servicer with respect to such Excluded Special Servicer Loan.

The “Controlling Class Representative” is the Controlling Class Certificateholder (or other representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Principal Amount, as identified by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor (other than the Element LA Whole Loan); provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Principal Amount, that a Controlling Class Representative is no longer designated, the Controlling Class Representative will be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Principal Amount of the Controlling Class as identified to the Certificate Registrar pursuant to the procedures set forth in the Pooling and Servicing Agreement. No person may exercise any of the rights and powers of the Controlling Class Representative with respect to any Excluded Loan.

The initial Controlling Class Representative is expected to be Eightfold Real Estate Capital Fund IV, L.P. or its affiliate, (with respect to the Mortgage Loans other than the Non-Serviced Loans and the Element LA Mortgage Loan) and the Certificate Registrar and the other parties to the Pooling and Servicing Agreement will be entitled to assume that entity or any successor Controlling Class Representative selected thereby is the Controlling Class Representative on behalf of Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, as holder (or beneficial owner) of a majority of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) notice of a replacement Controlling Class Representative or (b) notice that Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, is no longer the holder (or beneficial owner) of a majority of the applicable Class of Control Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates).

A “Controlling Class Certificateholder” is each holder (or beneficial owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time.

The “Controlling Class” will be as of any time of determination the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Principal Amount, as notionally reduced by any Appraisal Reductions allocable to such Class, at least equal to 25% of the initial Certificate Principal Amount of that Class or, if no Class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates. The Controlling Class as of the Closing Date will be the Class G Certificates.

333

A “Consultation Termination Event” will (i) occur when there is no Class of Control Eligible Certificates that has a Certificate Principal Amount (without regard to the application of any Appraisal Reductions) at least equal to 25% of the initial Certificate Principal Amount of that Class or (ii) be deemed to occur as described in this section. After the occurrence and during the continuance of a Consultation Termination Event, no Class of Certificates will act as the Controlling Class and the Controlling Class Representative will have no rights under the Pooling and Servicing Agreement. With respect to Excluded Loans, a Consultation Termination Event will be deemed to exist.

The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor may request that the Certificate Administrator determine which Class of Certificates is the then-current Controlling Class and the Certificate Administrator must thereafter provide such information to the requesting party. The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor may request in writing (which may be by email) that the Certificate Administrator provide, and the Certificate Administrator must so provide, (1) a list of the holders (or beneficial owners, if applicable, at the expense of the Issuing Entity) of the Controlling Class, (2) applicable contact information and (3) confirmation as to whether a Control Termination Event has occurred in the previous calendar year preceding any such request. The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor may each rely on any such list so provided, and will be entitled to assume that the identity of the Controlling Class Representative has not changed absent notice of a replacement of the Controlling Class Representative by a majority of the Controlling Class, or the resignation of the then-current Controlling Class Representative.

A “Control Termination Event” will (i) occur when there is no Class of Control Eligible Certificates that has a Certificate Principal Amount (as notionally reduced by any Appraisal Reductions allocable to such class) that is at least equal to 25% of the initial Certificate Principal Amount of that Class or (ii) be deemed to occur as described in this section. With respect to Excluded Loans, a Control Termination Event will be deemed to exist.

An “Excluded Loan” is a Mortgage Loan or Whole Loan with respect to which the Controlling Class Representative or the holders of more than 50% of the Controlling Class (by Certificate Principal Amount) is (are) a Borrower Party.

An “Excluded Controlling Class Loan” is a Mortgage Loan with respect to which the Controlling Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party.

After the occurrence and during the continuance of a Control Termination Event and before a Consultation Termination Event, the Controlling Class Representative will only have consultation rights and rights to receive certain notices, reports or information under the Pooling and Servicing Agreement.

After the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative will have no consultation or consent rights under the Pooling and Servicing Agreement and will have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However, the Controlling Class Representative will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under the Pooling and Servicing Agreement (other than with respect to Excluded Loans).

Neither the Master Servicer nor the Special Servicer will be required to take or to refrain from taking any action pursuant to instructions from the Controlling Class Representative, or due to any failure to approve an action by any such party, or due to an objection by any such party that would cause either the Master Servicer or the Special Servicer to violate applicable law, the related Mortgage Loan documents, the Pooling and Servicing Agreement (including the Servicing Standard), and the related Co-Lender Agreement and/or intercreditor agreement or the REMIC provisions of the Code.

The Controlling Class Representative has certain rights to remove and replace the Special Servicer as described under “—Termination of the Special Servicer” in this free writing prospectus.

334

Each Certificateholder and beneficial owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal of a Controlling Class Representative. Any such Certificateholder (or beneficial owner) or its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Registrar when such Certificateholder (or beneficial owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Registrar will be required to notify the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the identity of the Controlling Class Representative, any resignation or removal of the Controlling Class Representative and/or any new holder or beneficial owner of a Control Eligible Certificate. In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable, the Certificate Registrar will be required to provide the identity of each Companion Loan Holder, the then-current Controlling Class and a list of the Certificateholders (or beneficial owners, if applicable, at the expense of the Issuing Entity if such expense arises in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent or consultation rights pursuant to the Pooling and Servicing Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under the Pooling and Servicing Agreement to deliver a copy of the Operating Advisor’s annual report to the Controlling Class Representative, and otherwise at the expense of the requesting party) of the Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating Advisor and the Trustee will be entitled to rely on such information so provided by the Certificate Administrator.

If at any time the initial Controlling Class Certificateholder, or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the Certificateholder (or beneficial owner) of at least a majority of the Controlling Class by Certificate Principal Amount and the Certificate Registrar has neither (i) received notice of the then-current Controlling Class Certificateholders (or, in the case of book-entry certificates, beneficial owners) of at least a majority of the Controlling Class by Certificate Principal Amount nor (ii) received notice of a replacement Controlling Class Representative pursuant to the Pooling and Servicing Agreement, then a Control Termination Event and a Consultation Termination Event will be deemed to continue until such time as the Certificate Registrar receives either such notice.

With respect to the Non-Serviced Loans, any consent or approvals on actions to be taken by the Other Special Servicer or Other Master Servicer under the applicable Other PSA, are governed by the terms of the applicable Other PSA and the related Co-Lender Agreements and described under “Description of the Mortgage Pool” and “The Pooling and Servicing Agreement—Servicing of the Whole Loans” in this free writing prospectus.

Notwithstanding anything to the contrary described in this free writing prospectus, at any time when the Class E Certificates are the Controlling Class Certificates, the holder of more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) may waive its right to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class Representative set forth in the Pooling and Servicing Agreement, by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor. Any such waiver will remain effective with respect to such holder and the Class E Certificates until such time as that Certificateholder has (i) sold a majority of the Class E Certificates (by Certificate Principal Amount) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the transferor retains no direct or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains no direct or indirect economic interest in the Class E Certificates. Following any such transfer, the successor holder of more than 50% of the Class E Certificateholders (by Certificate Principal Amount), if Class E Certificates are the Controlling

335

Class Certificates, will again have the rights of the Controlling Class Representative as described in this free writing prospectus without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to irrevocably waive its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder described above in this paragraph will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to its acquisition of a majority of the Class E Certificates that had not also become a Corrected Loan prior to such acquisition until such Mortgage Loan becomes a Corrected Loan.

Whenever such an “opt-out” by a Controlling Class Certificateholder is in effect:

· a Consultation Termination Event will be deemed to have occurred and continue; and

· the rights of the holder of more than 50% of the Class E Certificates (by Certificate Principal Amount), if they are the Controlling Class Certificates, to act as or appoint a Controlling Class Representative and the rights of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect).

In addition to the foregoing, with respect to each Serviced Whole Loan (other than with respect to the Element LA Mortgage Loan), the Master Servicer or Special Servicer, as applicable, will be required (i) to provide to each related Serviced Companion Loan Holder (or its representative) copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant to the Pooling and Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an asset status report relating to such Serviced Whole Loan, within the same time frame it is required to provide such items to the Controlling Class Representative (without regard to the occurrence of a Control Termination Event or a Consultation Termination Event), and (ii) upon request, to consult with each related Serviced Companion Loan Holder (or its representative) on a strictly non-binding basis and consider alternative actions recommended by each related Serviced Companion Loan Holder (or its representative); provided, that after the expiration of a period of ten business days from the delivery to a related Serviced Companion Loan Holder (or its representative) of such items, the Special Servicer will no longer be obligated to consult with such Serviced Companion Loan Holder (or its representative), unless the Special Servicer proposes a new course of action that is materially different from the action previously proposed. Other than with respect to the Element LA Whole Loan, the Special Servicer is not obligated at any time to follow or take any alternative actions recommended by a Serviced Companion Loan Holder (or its representative). See “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

In addition to the foregoing, with respect to the Element LA Mortgage Loan (prior to the Element LA Companion Loan Securitization Date) and only for so long as no Consultation Termination Event has occurred or is continuing, the Master Servicer or Special Servicer, as applicable, will be required (i) to provide to the Controlling Class Representative copies of any notice, information and report that it is required to provide to the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) pursuant to the Pooling and Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an asset status report relating to such Serviced Whole Loan, within the same time frame it is required to provide its recommendation and analysis on other loans and (ii) upon request, to consult with the Controlling Class Representative on a strictly non-binding basis and consider alternative actions recommended by the Controlling Class Representative; provided, that after the expiration of a period of ten business days from the delivery to the Controlling Class Representative of such items, the Special Servicer will no longer be obligated to consult with the Controlling Class Representative, unless the Special Servicer proposes a new course of action that is materially different from the action previously proposed. The Special Servicer is not obligated at any time to follow or take any alternative actions recommended by the Controlling Class Representative with respect to the Element LA Whole Loan. See “Description of the Mortgage Pool—The Whole Loans” in this free writing prospectus.

336

Limitation on Liability of the Controlling Class Representative

The Controlling Class Representative will not be liable to the Issuing Entity or the Certificateholders for any action taken, or for refraining from the taking of any action or for errors in judgment. However, the Controlling Class Representative will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of negligent disregard of obligations or duties.

Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Controlling Class Representative:

(a) may have special relationships and interests that conflict with those of holders of one or more Classes of Certificates;

(b) may act solely in the interests of the holders of the Controlling Class;

(c) does not have any liability or duties to the holders of any Class of Certificates other than the Controlling Class;

(d) may take actions that favor the interests of the holders of the Controlling Class over the interests of the holders of one or more other Classes of Certificates; and

(e) will have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Controlling Class Representative or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal of the Controlling Class Representative for having so acted.

Under circumstances where it is authorized or required to do so by the Pooling and Servicing Agreement, the taking, or refraining from taking, of any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Controlling Class Representative, which does not violate any law or the Servicing Standard or the provisions of the Pooling and Servicing Agreement, any related Co-Lender Agreement or any intercreditor agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.

Operating Advisor

General Obligations

After the occurrence and during the continuance of a Control Termination Event, subject to the restrictions and limitations described in this free writing prospectus and set forth in the Pooling and Servicing Agreement, the Operating Advisor will generally review the Special Servicer’s operational practices in respect of Specially Serviced Loans to formulate an opinion as to whether or not those operational practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced Loans, each in accordance with the Operating Advisor Standard. In addition, after the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will consult on a non-binding basis with the Special Servicer in accordance with the Operating Advisor Standard with regard to certain matters with respect to the servicing of the Specially Serviced Loans to the extent described in this free writing prospectus and set forth in the Pooling and Servicing Agreement. The Operating Advisor will act solely as a contracting party to the extent described in this free writing prospectus and under the Pooling and Servicing Agreement, will have no fiduciary duty, will have no other duty except with respect to its specific obligations under the Pooling and Servicing Agreement, and will have no duty or liability to any particular Class of Certificates or any Certificateholder. The Operating Advisor is not a servicer or sub-servicer, and will not be charged with changing the outcome on any particular Specially Serviced Loan. By purchasing a Certificate, potential investors acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and the goal of the Operating Advisor’s participation is to provide additional monitoring relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute. After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor’s review of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the Special Servicer related to any specific Specially Serviced Loan is only to provide background information to the Operating Advisor and to allow more meaningful interaction with the

337

Special Servicer. Potential investors should note that the Operating Advisor is not an “advisor” for any purpose other than as specifically set forth in the Pooling and Servicing Agreement and is not an advisor to any person, including without limitation any Certificateholder. See “Risk Factors—Your Lack of Control Over the Issuing Entity and Servicing of the Mortgage Loans Can Create Risks” in this free writing prospectus.

Following the occurrence and during the continuation of a Control Termination Event, the Operating Advisor will have certain consultation rights with respect to Major Decisions as described under “—Controlling Class Representative” above and “—Asset Status Reports” below.

Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor is required to promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s website with respect to the Special Servicer, assets on the CREFC^® servicer watch list and Specially Serviced Loans and (ii) each Final Asset Status Report. Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor’s obligations will be limited to the review described in the immediately preceding sentence and generally will not involve an assessment of specific actions of the Special Servicer and, in any event, will be subject to limitations described in this free writing prospectus or set forth in the Pooling and Servicing Agreement.

Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor will have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, borrower substitutions, lease modifications and amendments and other similar actions that the Special Servicer may perform under the Pooling and Servicing Agreement. In addition, the Operating Advisor will have no obligations with respect to the Element LA Mortgage Loan or any Non-Serviced Loan at any time.

Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will deliver to the Operating Advisor each Final Asset Status Report. Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information received from the Special Servicer, the Controlling Class Representative or a Serviced Companion Loan Holder (or its representative) in connection with the Controlling Class Representative’s or a Serviced Companion Loan Holder’s exercise of any rights under the Pooling and Servicing Agreement (including, without limitation, in connection with any asset status report) or otherwise in connection with the Mortgage Loans.

The Operating Advisor is required to keep all Privileged Information confidential and may not disclose such Privileged Information to any person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by the Pooling and Servicing Agreement, to the other parties to the Pooling and Servicing Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the Pooling and Servicing Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the Special Servicer, the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (with respect to the Element LA Whole Loan) and, unless a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and the Element LA Whole Loan) other than pursuant to a Privileged Information Exception.

In addition, prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after they have been finalized. The Operating Advisor will review such calculations but may not opine on, or otherwise call into question, such Appraisal Reduction calculations and/or net present value calculations; provided, however, if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor will be required to notify the Special Servicer and the Controlling Class Representative of such error.

338

The “Operating Advisor Standard” means the Operating Advisor is required to act solely on behalf of the Issuing Entity and in the best interest of, and for the benefit of, the Certificateholders and, in the case of a Serviced Whole Loan (other than the Element LA Whole Loan), the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Holder(s) constituted a single lender), and not any particular Class of those Certificateholders or any particular Serviced Companion Loan Holder (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment).

“Privileged Information” means (i) any correspondence or other communications between the Controlling Class Representative (and, in the case of a Serviced Whole Loan, a related Serviced Companion Loan Holder (or its representative)) and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling Class Representative under the Pooling and Servicing Agreement or any related Serviced Companion Loan Holder (or its representative) under any related Co-Lender Agreement, (ii) any strategically sensitive information that the Special Servicer has reasonably determined could compromise the Issuing Entity’s position in any ongoing or future negotiations with the related borrower or other interested party, and (iii) information subject to attorney-client privilege.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as evidenced by an opinion of counsel (which will be an additional expense of the Issuing Entity) delivered to each of the Master Servicer, the Special Servicer, the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (with respect to the Element LA Whole Loan), the Controlling Class Representative, the Operating Advisor, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.

A “Final Asset Status Report” with respect to any Specially Serviced Loan, means each related asset status report, together with such other data or supporting information provided by the Special Servicer to the Operating Advisor or the Controlling Class Representative or any related Serviced Companion Loan Holder (or its representative), in each case, which does not include any communications (other than the related asset status report) between the Special Servicer and the Controlling Class Representative or any related Serviced Companion Loan Holder (or its representative), with respect to such Specially Serviced Loan or Serviced Whole Loan; provided that no asset status report will be considered to be a Final Asset Status Report unless, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative (other than with respect to the Element LA Whole Loan) or the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (with respect to the Element LA Whole Loan) has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent, or has been deemed to approve or consent to such action or the asset status report is otherwise implemented by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement.

After the occurrence and during the continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction and net present value calculations to the Operating Advisor and the Operating Advisor is required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to utilization by the Special Servicer. The Special Servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the Operating

339

Advisor. The Operating Advisor will recalculate and verify the accuracy of those calculations and, in the event the Operating Advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special Servicer will consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement. In the event the Operating Advisor and the Special Servicer are not able to resolve such matters, the Operating Advisor will promptly notify the Certificate Administrator and the Certificate Administrator will determine any necessary action to take in accordance with the Pooling and Servicing Agreement.

The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness of such information. In addition, it is possible that the lack of access to Privileged Information may limit or prohibit the Operating Advisor from performing its duties under the Pooling and Servicing Agreement and, in either case, the Operating Advisor will describe any limitation or prohibition in its annual report and will not be subject to liability arising from its lack of access to Privileged Information.

Notwithstanding the foregoing, the Operating Advisor will not have any of the above described consultation or other rights or obligations with respect the Element LA Whole Loan.

Annual Report

Following the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any annual compliance statement, Assessment of Compliance, Attestation Report, asset status report and other information (other than any communications between the Controlling Class Representative or any related Serviced Companion Loan Holder (or its representative), as applicable, and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor will (if any Mortgage Loans (other than the Element LA Mortgage Loan) were Specially Serviced Loans during the prior calendar year) prepare an annual report to be provided to the Depositor (who will deliver the annual report to the Rating Agencies), the Special Servicer, the Trustee and the Certificate Administrator (and made available through the Certificate Administrator’s website) setting forth its assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement on a platform-level basis with respect to the resolution or liquidation of Specially Serviced Loans and with respect to each asset status report delivered to the Operating Advisor by the Special Servicer during the prior calendar year. No annual report will be required from the Operating Advisor with respect to the Special Servicer if during the prior calendar year no asset status report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In addition, in the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor’s annual report will only relate to the entity that was acting as the Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report.

Only as used in connection with the Operating Advisor’s annual report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under the Pooling and Servicing Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement, Assessment of Compliance report, Attestation Report, asset status report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Controlling Class Representative or any related directing holder, as applicable, and the Special Servicer that would be Privileged Information) pursuant to the provisions of the Pooling and Servicing Agreement.

The Operating Advisor will be required to deliver any annual report produced by the Operating Advisor (no less than 10 calendar days prior to its delivery to the Depositor, the Trustee and the

340

Certificate Administrator) to (a) the Special Servicer and (b) for so long as a Consultation Termination Event does not exist, the Controlling Class Representative. The Operating Advisor may, but will not be obligated to, revise the annual report based on any comments received from the Special Servicer or the Controlling Class Representative.

Following the occurrence and during the continuance of a Control Termination Event, in each annual report, the Operating Advisor, based on its review conducted in accordance with the Pooling and Servicing Agreement, will identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans based on the limited review required in the Pooling and Servicing Agreement. Each annual report will be required to comply with the confidentiality requirements described in this free writing prospectus regarding Privileged Information and as otherwise set forth in the Pooling and Servicing Agreement.

Termination of the Special Servicer

At any time after the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor may recommend the replacement of the Special Servicer in the manner described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this free writing prospectus, subject to any Serviced Companion Loan Holder consent as described under “—Rights Upon Servicer Termination Event” in this free writing prospectus.

Operating Advisor Termination Events

The following constitute Operating Advisor termination events under the Pooling and Servicing Agreement (each, an “Operating Advisor Termination Event”) whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a) any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its representations or warranties under the Pooling and Servicing Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure is given to the Operating Advisor by the Trustee or to the Operating Advisor and the Trustee by the holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period, the Operating Advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b) any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days;

(c) any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days;

(d) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Operating Advisor, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(e) the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities,

341

voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or

(f) the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the Certificate Administrator has received notice that such Operating Advisor Termination Event has been remedied.

Rights Upon Operating Advisor Termination Event

If an Operating Advisor Termination Event occurs, and in each and every such case, so long as such Operating Advisor Termination Event has not been remedied, then either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing at least 25% of the Voting Rights of each Class of Non-Reduced Certificates, will be required to, terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement, other than rights and obligations accrued prior to such termination and other than indemnification rights (arising out of events occurring prior to such termination), by written notice to the Operating Advisor.

As soon as practicable, but in no event later than 15 business days after (i) the Operating Advisor resigns (except in circumstances where no successor operating advisor is required to be appointed) or (ii) the Trustee delivers such written notice of termination to the Operating Advisor, the Trustee will appoint a successor operating advisor that is an Eligible Operating Advisor, which successor operating advisor may be an affiliate of the Trustee. If the Trustee is the successor master servicer or a successor special servicer, neither the Trustee nor any of its affiliates will be the successor operating advisor. The Trustee will be required to provide written notice of the appointment of a successor operating advisor to the Special Servicer and the Operating Advisor within one business day of such appointment. Except as described below under “—Termination of the Operating Advisor Without Cause”, the appointment of a successor operating advisor will not be subject to the vote, consent or approval of the holder of any Class of Certificates. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will be required to, as soon as possible, give written notice of the termination and appointment to the Rating Agencies, the Special Servicer, the Master Servicer, the Certificate Administrator, the Certificateholders, the Depositor and, if a Consultation Termination Event does not exist, the Controlling Class Representative. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor will be permitted to find a replacement. Unless and until a replacement Operating Advisor is appointed, no party will act as the Operating Advisor and the provisions in the Pooling and Servicing Agreement relating to consultation with respect to the Operating Advisor will not be applicable until a replacement Operating Advisor is appointed under the Pooling and Servicing Agreement.

“Eligible Operating Advisor” means an institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, KBRA, DBRS, Inc. (“DBRS”), Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), Fitch and/or Morningstar Credit Ratings, LLC (“Morningstar”), but has not been special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, DBRS, S&P and/or Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in the Pooling and Servicing Agreement, (iii) that is not the Special Servicer, Controlling Class Representative or an affiliate of the Special Servicer or Controlling Class Representative and (iv) that has not been paid any fees, compensation or other remuneration by the Special Servicer or successor special servicer (x) in respect of its obligations under

342

the Pooling and Servicing Agreement or (y) for the appointment or recommendation of a successor special servicer to become the Special Servicer.

Termination of the Operating Advisor Without Cause

Upon (i) the written direction of holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor operating advisor that is an Eligible Operating Advisor, and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide written notice to all Certificateholders and the Operating Advisor of such request by posting such notice on its internet website, and by mailing to all Certificateholders and the Operating Advisor. Upon the written direction of holders of more than 50% of the Voting Rights of the Non-Reduced Certificates that exercise their right to vote (provided that holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee will terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed. The Certificate Administrator will include on each Distribution Date statement a statement that each Certificateholder and beneficial owner of Certificates may access such notices on the Certificate Administrator’s website and each Certificateholder and beneficial owner of Certificates may register to receive email notifications when such notices are posted on the website. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests. Notwithstanding the foregoing, if there are no classes of Sequential Pay Certificates (other than the Class E, Class F and Class G Certificates) outstanding and the Class PEZ Certificates are not outstanding, then the Controlling Class Representative may terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement (other than any rights or obligations that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights that arose out of events that occurred prior to such termination) without the payment of any termination fee, provided, however, that the Operating Advisor will continue to receive the Operating Advisor Fee until the termination of the trust fund.

Notwithstanding the foregoing, the Operating Advisor may resign from its obligations and duties under the Pooling and Servicing Agreement, without payment of any penalty, at any time when the aggregate Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates have been reduced to zero. No successor operating advisor will be required to be appointed in connection with, or as a condition to, such resignation.

Asset Status Reports

The Special Servicer will be required to prepare an asset status report that is consistent with the Servicing Standard upon the earlier of (x) within 60 days after the occurrence of a Servicing Transfer Event and (y) prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced Loan.

Each asset status report will be delivered in electronic format to the Controlling Class Representative (but only prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event), each Rating Agency and the Certificate Administrator and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder. For so long as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative does not disapprove of an asset status report within 10 business days (or, in the case of an asset status report prepared prior to making a determination of an Acceptable Insurance Default, 20 days) of receipt, the Controlling Class Representative will be deemed to have approved the asset status report and the Special Servicer will implement the recommended action as outlined in such asset status report; provided, however, that

343

the Special Servicer may not take any actions that are contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. In addition, for so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative may object to any asset status report within 10 business days (or, in the case of an asset status report prepared prior to making a determination of an Acceptable Insurance Default, 20 days) of receipt; provided, however, that, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders and any related Serviced Companion Loan Holder, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the 10 business day period (or 20 day period, if applicable) if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of the 10 business day period (or 20 day period, if applicable) would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion Loan Holder, and (prior to the occurrence and continuance of a Control Termination Event) the Special Servicer has made a reasonable effort to contact the Controlling Class Representative. The foregoing will not relieve the Special Servicer of its duties to comply with the Servicing Standard.

If, for so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative disapproves such asset status report within 10 business days of receipt and the Special Servicer has not made the affirmative determination described above, the Special Servicer will revise such asset status report as soon as practicable thereafter, but in no event later than 30 days after such disapproval. For so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer will revise such asset status report until the Controlling Class Representative fails to disapprove such revised asset status report as described above or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders and the holder of any related Serviced Companion Loan, if applicable. In any event, for so long as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative does not approve an asset status report within 60 business days from the first submission of an asset status report, the Special Servicer is required to take such action as directed by the Controlling Class Representative, provided such action does not violate the Servicing Standard.

After the occurrence and during the continuance of a Control Termination Event, each of the Operating Advisor and (prior to the occurrence and continuance of a Consultation Termination Event) the Controlling Class Representative will be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any asset status report. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer will be obligated to consider such alternative courses of action and any other feedback provided by the Operating Advisor or the Controlling Class Representative, as applicable. At all times, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Holder (or its representative) will be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any asset status report. The Special Servicer may revise the asset status reports as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor, any related Serviced Companion Loan Holder (or its representative) (and, during the continuance of such Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative).

The asset status report is not intended to replace or satisfy any specific consent or approval right which the Controlling Class Representative may have.

Notwithstanding the foregoing, the Special Servicer will not be permitted to follow any advice, direction or consultation provided by the Operating Advisor, a Serviced Companion Loan Holder (or its representative), or the Controlling Class Representative that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer to violate provisions of the Pooling and Servicing Agreement, require or cause the Special Servicer to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to the Pooling and Servicing Agreement or their affiliates, officers, directors or agents to any claim, suit or liability, result in the imposition of a tax upon either Trust REMIC or the loss of REMIC

344

status, or materially expand the scope of the Special Servicer’s responsibilities under the Pooling and Servicing Agreement.

Notwithstanding the foregoing, in the case of the Element LA Whole Loan, only the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (without regard to whether a Control Termination Event or a Consultation Termination Event has occurred) may exercise the rights of the Controlling Class Representative described in this “—Asset Status Reports” section, and neither the Controlling Class Representative nor the Operating Advisor will have any of the above described consent or (in the case of the Operating Advisor) consultation rights, as applicable, unless permitted under the related Co-Lender Agreement.

For the avoidance of doubt, with respect to any Excluded Controlling Class Loan, any Controlling Class Certificateholder that is a Borrower Party, or the Controlling Class Representative if it is a Borrower Party, will be prohibited from accessing Excluded Information related to any Excluded Controlling Class Mortgage Loan for which it is a related Borrower Party. The Pooling and Servicing Agreement will require the Controlling Class Representative and the Controlling Class Certificateholders to certify that they acknowledge and agree that they are prohibited from accessing and reviewing (and they will agree not to access and review) any Excluded Information with respect to such Excluded Controlling Class Loans for which it is a related Borrower Party (other than such information that is aggregated with information of other Mortgage Loans at a pool level to which the Controlling Class Representative and the Controlling Class Certificateholders are entitled to access).

Rating Agency Confirmations

The Pooling and Servicing Agreement will provide that, notwithstanding the terms of the related Mortgage Loan documents or other provisions of the Pooling and Servicing Agreement, if any action under the Mortgage Loan documents or the Pooling and Servicing Agreement requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation has made a request to any Rating Agency for such Rating Agency Confirmation and if, within 10 business days of such request being posted to the Rule 17g-5 website established under the Pooling and Servicing Agreement, such Rating Agency has not granted such request, rejected such request or replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party will be required to confirm (through direct communication) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again (which may also be through direct communication) and if there is no response to either such Rating Agency Confirmation request within 5 business days of such second request, as applicable, or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then:

(x) with respect to any condition in any Mortgage Loan document requiring a Rating Agency Confirmation or any other matter under the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or (z)  below), the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans, as applicable) will be required to determine (with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing), or, in the case of the Element LA Whole Loan, with the consent of the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative)), and in any event, only in the case of actions that would otherwise be Major Decisions), which consent will be pursued by the Special Servicer and deemed given if such Controlling Class Representative or the Element LA Companion Loan Holder with respect to the Element LA Note A-1 Companion Loan (or its representative) does not respond within 7 business days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties under the Pooling and Servicing Agreement and in accordance with the Servicing Standard whether such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially

345

Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans, as the case may be) determines that such action would be in accordance with the Servicing Standard, then the requirement for a Rating Agency Confirmation will not apply (provided, however, with respect to defeasance, release or substitution of any collateral relating to any Mortgage Loan, any applicable Rating Agency Confirmation requirement in the related Mortgage Loan documents will not apply, even without the determination referred to in this clause (x) by the Requesting Party (or, if the Requesting Party is the related borrower, then, the Master Servicer (with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans), as applicable; provided, that the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, will in any event review the other conditions required under the related Mortgage Loan documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied));

(y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition will be considered satisfied if:

(1) as certified in writing by the replacement master servicer or special servicer, as applicable, (A) the applicable replacement master servicer or special servicer has been appointed as a master servicer or special servicer on a transaction level basis, as applicable, on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more classes of certificates are still outstanding and rated by Moody’s and (B) Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, as applicable;

(2) the applicable replacement master servicer has a master servicer rating of at least “CMS3” from Fitch or the applicable replacement special servicer has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency;

(3) as certified in writing by the replacement master servicer or special servicer, as applicable, KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable; and

(z) with respect to a replacement or successor of the Operating Advisor, such condition will be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction with respect to which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination, as certified in writing by the replacement operating advisor.

For all other matters or actions (a) not specifically discussed above in clauses (x), (y) or (z), or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the Master Servicer or the Special Servicer in accordance with the procedures discussed above.

346

“Rating Agency Confirmation” means, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event specified in this free writing prospectus will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon receipt of a written waiver or acknowledgment from the Rating Agency indicating its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”), the requirement to receive a Rating Agency Confirmation from the applicable Rating Agency with respect to such matter will not apply.

In addition, the Pooling and Servicing Agreement will provide that, notwithstanding the terms of the related Mortgage Loan documents, the other provisions of the Pooling and Servicing Agreement or the related Co-Lender Agreement, with respect to a Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing and administration of the related Mortgage Loan, the related Serviced Whole Loan, or any related REO Property (including, but not limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to the Pooling and Servicing Agreement, then such action will also require delivery of a rating agency confirmation as a condition precedent to such action from each rating agency that was engaged by a party to the securitization of the Serviced Companion Loan to assign a rating to such Serviced Companion Loan Securities. The requirement to obtain a rating agency confirmation with respect to any Serviced Companion Loan Securities will be subject to, and will be deemed not to apply on or be deemed waived on, as applicable, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as described above and in the Pooling and Servicing Agreement.

Termination; Retirement of Certificates

The obligations created by the Pooling and Servicing Agreement will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the Certificate Administrator and required to be paid following the earlier of (1) the final payment (or related Advance) or other liquidation of the last Mortgage Loan or REO Property, (2) the voluntary exchange of all the then outstanding certificates as described below under “—Optional Termination; Optional Mortgage Loan Purchase” or (3) the purchase or other liquidation of all of the assets of the Issuing Entity as described under “—Optional Termination; Optional Mortgage Loan Purchase” below. Written notice of termination of the Pooling and Servicing Agreement will be given by the Certificate Administrator to each Certificateholder and each Rating Agency and the final distribution will be made only upon surrender and cancellation of the Certificates at the office of the Certificate Registrar or other location specified in the notice of termination.

Optional Termination; Optional Mortgage Loan Purchase

The holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, and if the Controlling Class does not exercise its option, the Special Servicer and, if the Special Servicer does not exercise its option, the Master Servicer and, if none of the Controlling Class, the Special Servicer or the Master Servicer exercises its option, the holders of the Class R Certificates, representing greater than a 50% Percentage Interest of the Class R Certificates, will have the option to purchase all of the Mortgage Loans (in the case of a Serviced Whole Loan, subject to certain rights of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) and all property acquired in respect of any Mortgage Loan remaining in the Issuing Entity, and thereby effect termination of the Issuing Entity and early retirement of the then outstanding Certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Issuing Entity is less than 1% of the aggregate Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The purchase price payable upon the exercise of such option on such a Distribution Date will be an amount equal to (i) the sum of (A) the aggregate Repurchase Price (excluding the amount described in clause (vi) of the definition of “Repurchase Price”) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Issuing Entity, (B) the appraised value of the Issuing Entity’s portion of each REO Property, if any, included in the Issuing Entity, as determined by the

347

Special Servicer (such appraisals in clause (i)(B) to be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the purchasing Master Servicer or Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as the case may be, in connection with such purchase). We cannot assure you that payment of the Certificate Principal Amount, if any, of each outstanding Class of Certificates plus accrued interest would be made in full in the event of such a termination of the Issuing Entity.

The Issuing Entity may also be terminated upon the exchange of all then outstanding Certificates (other than the Class R Certificates) for the Mortgage Loans and each REO Property remaining in the Issuing Entity at any time the aggregate Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero and the Master Servicer is paid a fee specified in the Pooling and Servicing Agreement, but all the holders of such Classes of outstanding Regular Certificates would have to voluntarily participate in such exchange.

Reports to Certificateholders; Available Information

Certificate Administrator Reports

On each Distribution Date, the Certificate Administrator will be required to provide or make available to each Certificateholder of record a Distribution Date statement in the form of Annex D to this free writing prospectus providing information relating to distributions made on that date for the relevant Class and the recent status of the Mortgage Loans.

In addition, the Certificate Administrator will provide or make available, to the extent received from the applicable person, on each Distribution Date to each Privileged Person the following reports (other than clause (1) below, the “CREFC^® Reports”) prepared by the Master Servicer, the Certificate Administrator or the Special Servicer, as applicable, substantially in the forms provided in the Pooling and Servicing Agreement (which forms are subject to change) and including substantially the following information:

(1) a report as of the close of business on the immediately preceding Determination Date, containing some categories of information regarding the Mortgage Loans provided in Annex C to this free writing prospectus in the tables under the caption “Mortgage Pool Information”, calculated, where applicable, on the basis of the most recent relevant information provided by the borrowers to the Master Servicer and by the Master Servicer to the Certificate Administrator, and presented in a loan-by-loan and tabular format substantially similar to the formats utilized in Annex A to this free writing prospectus;

(2) a Commercial Real Estate Finance Council (“CREFC^®”) delinquent loan status report;

(3) a CREFC^® historical loan modification and corrected loan report;

(4) a CREFC^® advance recovery report;

(5) a CREFC^® total loan report;

(6) a CREFC^® operating statement analysis report;

(7) a CREFC^® comparative financial status report;

348

(8) a CREFC^® net operating income adjustment worksheet;

(9) a CREFC^® real estate owned status report;

(10) a CREFC^® servicer watch list;

(11) a CREFC^® loan level reserve and letter of credit report;

(12) a CREFC^® property file;

(13) a CREFC^® financial file;

(14) a CREFC^® loan setup file; and

(15) a CREFC^® loan periodic update file.

The Master Servicer or the Special Servicer, as applicable, may omit any information from these reports that the Master Servicer or the Special Servicer regards as confidential. None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator will be responsible for the accuracy or completeness of any information supplied to it by a borrower, the Depositor, any Sponsor or an Other Master Servicer, an Other Special Servicer or other similar party under an Other PSA or other third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable. Some information will be made available to Certificateholders by electronic transmission as may be agreed upon between the Depositor and the Certificate Administrator.

Before each Distribution Date (except solely as to the initial Distribution Date, where only the CREFC^® loan periodic update file will be required), the Master Servicer will deliver to the Certificate Administrator by electronic means:

· a CREFC^® property file;

· a CREFC^® financial file;

· a CREFC^® loan setup file; and

· a CREFC^® loan periodic update file.

In addition, the Master Servicer (with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and each REO Property), as applicable, is also required to prepare the following for each Mortgaged Property and REO Property:

· Within 30 days after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating statement for the quarter ending March 31, 2016, a CREFC^® operating statement analysis report but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC^® guidelines (it being understood that as of the date of this free writing prospectus, the applicable CREFC^® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than the Non-Serviced Loans) is on the CREFC^® servicer watch list). The Master Servicer (with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, will deliver to the Certificate Administrator,

349

the Operating Advisor and each holder of a Serviced Companion Loan by electronic means the operating statement analysis upon request.

· Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer (with respect to non-Specially Serviced Loans) of an annual operating statement commencing within 30 days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC^® net operating income adjustment worksheet, but only to the extent the related borrower is required by the mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology described in the Pooling and Servicing Agreement to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer to satisfy its reporting obligation described in clause (8) above; provided, however, that any analysis or report will not be required to the extent provided in the then-current CREFC^® guidelines. The Special Servicer or the Master Servicer will deliver to the Certificate Administrator, the Operating Advisor and each holder of a related Serviced Companion Loan by electronic means the CREFC^® net operating income adjustment worksheet upon request.

Certificate Owners and any holder of a Serviced Companion Loan who are also Privileged Persons may also obtain access to any of the Certificate Administrator reports upon request and pursuant to the provisions of the Pooling and Servicing Agreement. Otherwise, until the time Definitive Certificates are issued to evidence the Certificates, the information described above will be available to the related Certificate Owners only if DTC and its participants provide the information to Certificate Owners. See “Risk Factors—Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record” in this free writing prospectus.

Information Available Electronically

The Certificate Administrator will make available to any Privileged Person (provided that the final prospectus supplement, Distribution Date statements, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and the SEC EDGAR filings referred to below (collectively, the “Public Documents”) will be made available to the general public) via the Certificate Administrator’s website:

(A) the following “deal documents”:

· the prospectus and the final prospectus supplement;

· the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, and the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements; and

· the CREFC^® loan setup file delivered to the Certificate Administrator by the Master Servicer;

(B) the following “SEC EDGAR filings”:

· any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Issuing Entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;

(C) the following “periodic reports”:

· the Distribution Date statements;

· the CREFC^® bond level files;

· the CREFC^® collateral summary files;

350

· the CREFC^® Reports, other than the CREFC^® loan setup file (provided they are received by the Certificate Administrator); and

· the annual reports prepared by the Operating Advisor;

(D) the following “additional documents”:

· the summary of any final asset status report delivered to the Certificate Administrator in electronic format; and

· any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;

(E) the following “special notices”:

· all special notices sent by the Certificate Administrator to the Certificateholders as described in “Description of the Offered Certificates—Certificateholder Communication—Special Notices” in this free writing prospectus;

· notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer or notice of any request by the holders of Non-Reduced Certificates evidencing at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;

· notice of any waiver, modification or amendment of any term of any Mortgage Loan;

· notice of final payment on the Certificates;

· all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;

· notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee);

· officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Non-Recoverable Advance;

· any notice of the termination of the Issuing Entity;

· any notice of the occurrence and continuance of a Control Termination Event;

· any notice of the occurrence and continuance of a Consultation Termination Event;

· any Assessment of Compliance delivered to the Certificate Administrator; and

· any Attestation Reports delivered to the Certificate Administrator;

(F) the “Investor Q&A Forum”; and

(G) solely to Certificateholders and Certificate Owners, the “Investor Registry”.

· The Certificate Administrator may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web page “click-through”);

351

provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan.

Notwithstanding the description set forth above, for purposes of obtaining information or access to the Certificate Administrator’s Website, all Excluded Information will be made available under one separate tab or heading rather than under the separate tabs or headings described in clauses (A) through (G) of the preceding paragraph.

Notwithstanding the foregoing, if the Controlling Class Representative or any Controlling Class Certificateholder is a Borrower Party with respect to any related Excluded Controlling Class Loan (each, as applicable, an “Excluded Controlling Class Holder” with respect to such Excluded Controlling Class Loan only), such Excluded Controlling Class Holder is required to promptly notify each of the Master Servicer, Special Servicer, Operating Advisor, Trustee and Certificate Administrator pursuant to the Pooling and Servicing Agreement and provide a new Investor Certification pursuant to the Pooling and Servicing Agreement and will not be entitled to access any Excluded Information (as defined below) solely with respect to such related Excluded Controlling Class Loan. The Pooling and Servicing Agreement will require each Excluded Controlling Class Holder in such new Investor Certification to certify that it acknowledges and agrees that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information with respect to any Excluded Controlling Class Loan for which it is a Borrower Party. In addition, if the Controlling Class Representative or any Controlling Class Certificateholder is not an Excluded Controlling Class Holder, such person will certify and agree that they will not share any Excluded Information with any Excluded Controlling Class Holder.

“Excluded Information” means, with respect to any Excluded Controlling Class Loan, any asset status reports, Final Asset Status Reports (or summaries thereof) and such other information specifically related to such Excluded Controlling Class Loan or any related Mortgaged Property as may be specified in the Pooling and Servicing Agreement.

The Certificate Administrator will be required to make the “Investor Q&A Forum” available to Privileged Persons via the Certificate Administrator’s website, where Certificateholders and Certificate Owners may (a) submit inquiries to the Certificate Administrator relating to the Distribution Date statement, (b) submit inquiries to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Mortgage Loans or the Mortgaged Properties, (c) submit inquiries to the Operating Advisor relating to its annual reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in such an annual report and (d) view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines, in its respective sole discretion, that (i) the inquiry is not of a type described above, (ii) answering the inquiry (A) would not be in the best interests of the Issuing Entity and/or the Certificateholders, (B) would be in violation of applicable law, the Pooling and Servicing Agreement or the applicable Mortgage Loan documents, (C) would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as the case may be, or (D) would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise not advisable to answer. The Certificate Administrator will be required to post the inquiries and related answers on the Investor Q&A Forum, subject to and in accordance with the Pooling and Servicing Agreement. No party to the Pooling and Servicing Agreement will be permitted to disclose Privileged Information in the Investor Q&A Forum.

The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the Certificate Administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and no other person will certify as to the accuracy, or will have any responsibility or liability for the content of any such information.

352

The Certificate Administrator will be required to make the “Investor Registry” available to any Certificateholder and Certificate Owner via the Certificate Administrator’s website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain information on any other Certificateholder or Certificate Owner that has also registered; provided that they comply with certain requirements as provided for in the Pooling and Servicing Agreement.

The Certificate Administrator’s website will initially be located at www.ctslink.com.

Access will be provided by the Certificate Administrator to such persons upon receipt by the Certificate Administrator from such person of an Investor Certification in the form(s) attached to the Pooling and Servicing Agreement, which form(s) will also be located on and submitted electronically via the Certificate Administrator’s website. The parties to the Pooling and Servicing Agreement will not be required to provide that certification.

In connection with providing access to the Certificate Administrator’s website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator will not be liable for the dissemination of information in accordance with the terms of the Pooling and Servicing Agreement. The Certificate Administrator will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. Assistance in using the website can be obtained by calling the Certificate Administrator’s customer service desk at 866-846-4526.

“Privileged Person” means the Depositor, the underwriters, the Master Servicer, the Special Servicer, the Excluded Special Servicer, if any, the Controlling Class Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), any holder of a Serviced Companion Loan that delivers an Investor Certification, the Trustee, the Certificate Administrator, the Operating Advisor, the Sponsors, a designee of the Depositor and any person who provides the Certificate Administrator with an Investor Certification, which Investor Certification may be submitted electronically via the Certificate Administrator’s website; provided that (i) other than with respect to an Excluded Controlling Class Holder or a Special Servicer that is a Borrower Party, in no event will a Borrower Party be considered a Privileged Person, (ii) in no event will an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Loan with respect to which it is a Borrower Party (but this exclusion will not apply to any other Mortgage Loan), and (iii) with respect to a Special Servicer that obtains knowledge that it has become a Borrower Party, such Special Servicer will not be entitled to any information related to such Excluded Special Servicer Loan, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the Pooling and Servicing Agreement pertaining to such Excluded Special Servicer Loan.

Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator will have any obligation to restrict access by the Special Servicer to any information related to any Excluded Special Servicer Loan.

Other Information

The Certificate Administrator will make available at its offices, during normal business hours, for review by any Privileged Person originals or copies of the following items to the extent they are held by the Certificate Administrator:

· the prospectus and the final prospectus supplement;

· the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements;

353

· all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;

· all Distribution Date statements and all CREFC^® Reports delivered or made available to Certificateholders;

· all Assessments of Compliance and Attestation Reports delivered to the Certificate Administrator since the Closing Date;

· the most recent property inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as the case may be, and delivered to the Certificate Administrator for each Mortgaged Property;

· any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed certain environmental issues;

· the Mortgage Files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loans entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator;

· the summary of any final asset status report delivered to the Certificate Administrator and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as the case may be, and delivered to the Certificate Administrator for each Mortgaged Property;

· officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Non-Recoverable Advance;

· notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee (and appointments of successors to those parties);

· notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer or notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;

· all special notices sent by the Certificate Administrator to the Certificateholders pursuant to the Pooling and Servicing Agreement;

· any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and

· any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.

The Certificate Administrator will provide copies of the items described above upon reasonable written request. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Certificate Administrator, to the effect that the person or entity making the request is a beneficial owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential. The Master Servicer may, but is not required to, make information available over the internet.

The Certificate Administrator will make available all distribution date statements, CREFC® Reports and supplemental notices (provided they are received by the Certificate Administrator) to certain modeling

354

financial services (i.e. Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited and Thomson Reuters).

The Certificate Administrator is responsible for the preparation of tax returns on behalf of the Issuing Entity and the preparation of monthly reports on Form 10-D (based on information included in each monthly statement to Certificateholders and other information provided by other transaction parties) and annual reports on Form-10-K and other reports on Form 8-K that are required to be filed with the SEC on behalf of the Issuing Entity.

The Master Servicer may (but will not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the related Mortgaged Properties or the related borrower that is not Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor.

Servicing of the Non-Serviced Loans

Each Non-Serviced Loan, and any related REO Property, will be serviced under the applicable Other PSA. Accordingly, the applicable Other Master Servicer will generally make servicing advances and remit collections on the respective Non-Serviced Loan to or on behalf of the Issuing Entity. However, the Master Servicer will generally be obligated to compile reports that include information on the Non-Serviced Loans, and make P&I Advances with respect to the Non-Serviced Loans, subject to their non-recoverability determination. The servicing arrangements under the applicable Other PSA differ in certain respects to the servicing arrangements under the Pooling and Servicing Agreement.

In addition, pursuant to the Pooling and Servicing Agreement, except as expressly addressed in the Pooling and Servicing Agreement, with respect to each Non-Serviced Loan:

· The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the applicable Other Master Servicer, the applicable Other Special Servicer, the applicable Other Certificate Administrator, the applicable Other Trustee or the applicable Other Operating Advisor or (b) make property protection advances with respect to such Non-Serviced Loan. The obligation of the Master Servicer to provide information and collections and make P&I Advances for the benefit of the Certificateholders with respect to each Non-Serviced Loan is dependent on its receipt of the corresponding information and/or collections from the applicable Other Master Servicer or the applicable Other Special Servicer.

· If the Master Servicer or the Special Servicer receives a request from a party to the applicable Other PSA to consent to a modification, waiver or amendment of, or other loan level action related to, the related Non-Serviced Loan (except a modification, waiver or amendment of such Other PSA and/or the related Co-Lender Agreement), then the Master Servicer will be required to promptly forward any such request it receives to the Special Servicer and the Special Servicer will be required to promptly deliver a copy of such request it receives to the Controlling Class Representative (if no Control Termination Event has occurred and is continuing) and the Controlling Class Representative may exercise any right of consent; provided, however, that, if the Non-Serviced Loan were serviced under the Pooling and Servicing Agreement and such action would not be permitted without Rating Agency Confirmation, then the Controlling Class Representative may not exercise such right of consent without first having received such Rating Agency Confirmation (payable at the expense of the party requesting such approval, if a Certificateholder or a party to the Pooling and Servicing Agreement, and otherwise from the Collection Account).

· If the Trustee receives a written request from any party to the applicable Other PSA for consent to or approval of a modification, waiver or amendment of the applicable Other PSA and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable Other PSA in effect as of the Closing Date or a change

355

in servicer under the applicable Other PSA, then the Trustee (if it has received a prior Rating Agency Confirmation from each Rating Agency (at the expense of the party requesting such approval of the Trustee, if a Certificateholder or a party to the Pooling and Servicing Agreement and otherwise from the Collection Account) with respect to such consent or approval) will grant such consent or approval; provided that unless a Control Termination Event has occurred and is continuing, the Trustee will be required to obtain the consent of the Controlling Class Representative prior to granting any such consent. The Trustee may not take any action and will not be liable for failing to take any action except upon obtaining such consent and direction. During the continuation of any termination event under the applicable Other PSA, each of the Trustee, the Master Servicer and the Special Servicer will have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee in connection with such enforcement will be paid by the Master Servicer out of the Collection Account as a servicing advance.

Servicing of the 590 Madison Avenue Mortgage Loan

The 590 Madison Avenue Mortgage Loan and any related REO Properties will be serviced under the GSMS 2015-590M TSA. The servicing arrangements under the GSMS 2015-590M TSA are expected to generally be similar to those under the Pooling and Servicing Agreement. In that regard, in the case of the GSMS 2015-590M TSA, the following are considerations relating to servicing, including the identification of some (but not all) of the differences in expected servicing provisions between such Other PSA and the Pooling and Servicing Agreement:

· The GSMS 2015-590M Master Servicer (or primary servicer) will earn a primary servicing fee with respect to the 590 Madison Avenue Mortgage Loan that is to be calculated at 0.0025% per annum.

· Special servicing fees, workout fees and liquidation fees payable under the GSMS 2015-590M TSA are generally calculated in a manner and at rates similar, but not necessarily identical, to the corresponding fees under the Pooling and Servicing Agreement, subject to similar caps and offsets.

· The Master Servicer or the Trustee, as applicable, will be required to make P&I Advances with respect to the 590 Madison Avenue Mortgage Loan, unless the Master Servicer or the Trustee, as applicable, or the Special Servicer, has determined that such advance would not be recoverable from collections on the 590 Madison Avenue Mortgage Loan. The Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I Advance, if made, would be a Non-Recoverable Advance, which determination will be conclusive and binding on the Master Servicer and the Trustee.

· The GSMS 2015-590M Master Servicer is obligated to make property protection advances with respect to the 590 Madison Avenue Whole Loan. If the GSMS 2015-590M Master Servicer determines that a property protection advance it made with respect to the 590 Madison Avenue Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed from collections on, and proceeds of, the 590 Madison Avenue Subordinate Companion Loan until the balance of such loan is reduced to zero, and then to the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Pari Passu Companion Loans, on a pro rata basis (based on each such loan’s outstanding principal balance).

· Items with respect to the 590 Madison Avenue Whole Loan that are the equivalent of Ancillary Fees, Penalty Charges, Assumption Fees and/or Modification Fees and that are allocated as additional servicing compensation, may be allocated between the GSMS 2015-590M Master Servicer and the GSMS 2015-590M Special Servicer in proportions that are different than the

356

proportions allocated between the Master Servicer and the Special Servicers in the case of Mortgage Loans serviced under the Pooling and Servicing Agreement.

· The GSMS 2015-590M Special Servicer will be required to take actions with respect to the 590 Madison Avenue Mortgage Loan, as applicable, if such Mortgage Loan becomes the equivalent of a Defaulted Mortgage Loan, which actions are substantially similar to the actions described under “—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

· With respect to the 590 Madison Avenue Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the Pooling and Servicing Agreement.

· There is no requirement of the GSMS 2015-590M Master Servicer to make compensating interest payments in respect of the 590 Madison Avenue Mortgage Loan.

· The GSMS 2015-590M Master Servicer and GSMS 2015-590M Special Servicer (a) have rights related to resignation substantially similar to those of the Master Servicer and the Special Servicer and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto.

· No items with respect to the 590 Madison Avenue Whole Loan that are the equivalent of Ancillary Fees, Assumption Fees, Modification Fees and/or Penalty Charges will be allocated to the Master Servicer or the Special Servicer as additional servicing compensation or otherwise applied in accordance with the Pooling and Servicing Agreement except to the extent that such items are received by the Issuing Entity with respect to the 590 Madison Avenue Mortgage Loan.

· Penalty Charges with respect to the 590 Madison Avenue Whole Loan will be allocated in accordance with the related Co-Lender Agreement.

· The rating agencies rating the securities issued under the GSMS 2015-590M TSA vary from the rating agencies rating the Certificates, which may cause servicing arrangements (including, but not limited to, servicer termination events and eligibility requirements for service providers) to be different under the GSMS 2015-590M TSA than under the Pooling and Servicing Agreement.

· The specific types of actions constituting major decisions under the GSMS 2015-590M TSA may differ in certain respects from those actions that constitute Major Decisions under the Pooling and Servicing Agreement, and therefore the specific types of servicer actions with respect to which the related other controlling class representative will be permitted to consent will correspondingly differ.

· The liability of the parties to the GSMS 2015-590M TSA will be limited in a manner similar, but not necessarily identical, to the liability of the parties to the Pooling and Servicing Agreement.

· Collections on the 590 Madison Avenue Whole Loan will be maintained under the GSMS 2015-590M TSA in a manner similar, but not necessarily identical, to collections on the Serviced Whole Loans under the Pooling and Servicing Agreement, provided that rating requirements for accounts and permitted investments may vary under the Pooling and Servicing Agreement and the GSMS 2015-590M TSA.

· The provisions of the GSMS 2015-590M TSA may also vary from the Pooling and Servicing Agreement with respect to timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers, certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

357

The GSMS 2015-590M Special Servicer may be removed as described under “Description of the Mortgage Pool—The Whole Loans—The 590 Madison Avenue Whole Loan” in this free writing prospectus.

The GSMS 2015-590M Depositor, the GSMS 2015-590M Master Servicer, the GSMS 2015-590M Special Servicer, the GSMS 2015-590M Certificate Administrator and the GSMS 2015-590M Trustee and various related persons and entities will be entitled to be indemnified by the Issuing Entity for certain losses and liabilities incurred by such party in accordance with the terms and conditions of the related Co-Lender Agreement.

See also “Description of the Mortgage Pool—The Whole Loans—The 590 Madison Avenue Whole Loan—Special Servicer Appointment Rights” in this free writing prospectus.

Servicing of the Element LA Mortgage Loan

It is anticipated that the Element LA Mortgage Loan and any related REO Property will initially be serviced under the Pooling and Servicing Agreement until the Element LA Companion Loan Securitization Date, after which the Element LA Mortgage Loan will be serviced under the Element LA Future PSA. On and after the Element LA Companion Loan Securitization Date, the Element LA Future Master Servicer will make property protection advances and remit collections on the Element LA Mortgage Loan to or on behalf of the Issuing Entity. However, the Master Servicer will generally be obligated to compile reports that include information on the Element LA Mortgage Loan and make P&I Advances with respect to the Element LA Mortgage Loan, subject to any non-recoverability determination. It is expected that the servicing arrangements under the Element LA Future PSA will differ in certain respects from the servicing arrangements under the Pooling and Servicing Agreement.

In that regard:

· It is expected that, pursuant to the Element LA Future PSA, the liquidation fee, the special servicing fee and the workout fee with respect to the Element LA Mortgage Loan will be similar to the corresponding fees payable under the Pooling and Servicing Agreement and will be payable in the amounts described under “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses—Special Servicing Compensation” in this free writing prospectus.

· The Master Servicer or the Trustee, as applicable, will be required to make P&I Advances with respect to the Element LA Mortgage Loan, unless the Master Servicer or the Trustee, as applicable, or the Special Servicer, has determined that such advance would not be recoverable from collections on the Element LA Mortgage Loan.

· The Element LA Future Master Servicer will be obligated to make the equivalent of Property Advances with respect to the Element LA Whole Loan. It is expected that, pursuant to the terms of the Element LA Future PSA, the Element LA Future Master Servicer will be entitled to reimbursement of any such property protection advance with respect to the Element LA Whole Loan, first, from amounts that would have been allocable to the Element LA Mortgage Loan and the Element LA Note A-1 Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then, if the property protection advance is nonrecoverable, from general collections on all of the mortgage loans included in the Element LA Securitization and is required to seek reimbursement from the Issuing Entity (as holder of the Element LA Mortgage Loan) for its pro rata share.

· It is expected that the Element LA Future Special Servicer will be required to take actions with respect to the Element LA Mortgage Loan if it becomes the equivalent of a Defaulted Mortgage Loan, which actions are generally expected to be similar to the actions described under “—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

358

· The rating agencies rating the securities issued under the Element LA Future PSA may vary from the rating agencies rating the Certificates, which may cause servicing arrangements (including, but not limited to, servicer termination events and eligibility requirements for service providers) to be different under the Element LA Future PSA than under the Pooling and Servicing Agreement.

· With respect to the Element LA Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information pursuant to the Element LA Future PSA are expected to be generally similar to those of the Pooling and Servicing Agreement.

· The requirement of the Element LA Future Master Servicer under the Element LA Future PSA to make the equivalent of Compensating Interest Payments in respect of the Element LA Mortgage Loan is expected to be similar to the requirement of the Master Servicer to make Compensating Interest Payments in respect of the Serviced Companion Loans under the Pooling and Servicing Agreement as described under “Description of the Offered Certificates—Distributions—Prepayment Interest Shortfalls” in this free writing prospectus.

· The Element LA Future Master Servicer and the Element LA Future Special Servicer under the Element LA Future PSA (a) are expected to have rights related to resignation generally similar to those of the Master Servicer and the Special Servicer and (b) are expected to be subject to servicer termination events generally similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto.

· The Element LA Future PSA is expected to differ from the Pooling and Servicing Agreement in certain respects relating to one or more of the following: timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events, eligibility requirements for service providers and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

The Special Servicer (with respect to the Element LA Whole Loan) or the Element LA Future Special Servicer, as applicable, may be removed at any time, with or without cause, by the holder of the Element LA Note A-1 Companion Loan (which, prior to the securitization of the Element LA Note A-1 Companion Loan, is (and is expected to remain) Cantor Commercial Real Estate Lending, L.P., and which, following the securitization of the Element LA Note A-1 Companion Loan, is expected to initially be the controlling class representative under the Element LA Future PSA) pursuant to the terms of the Co-Lender Agreement and the Pooling and Servicing Agreement or the Element LA Future PSA, as applicable. It is expected that the rights to remove the Element LA Future Special Servicer will be generally similar to those rights held by the Controlling Class Representative under the Pooling and Servicing Agreement.

The Element LA Future Master Servicer, the Element LA Future Special Servicer, the Element LA Future Certificate Administrator, the Element LA Future Trustee, the Element LA Future Operating Advisor and the Element LA Depositor and various related persons and entities will be entitled to be indemnified by the Issuing Entity for certain losses and liabilities incurred by such party in accordance with the terms and conditions of the related Co-Lender Agreement.

See also “Description of the Mortgage Pool—The Whole Loans—The Element LA Whole Loan” in this free writing prospectus.

Servicing of the Hammons Hotel Portfolio Mortgage Loan

The Hammons Hotel Portfolio Mortgage Loan and any related REO Properties are being serviced under the CGCMT 2015-GC33 PSA. The servicing arrangements under the CGCMT 2015-GC33 PSA are expected to generally be similar to those under the Pooling and Servicing Agreement. In that regard, in the case of the CGCMT 2015-GC33 PSA, the following are considerations relating to servicing, including the identification of some (but not all) of the differences in expected servicing provisions between such Other PSA and the Pooling and Servicing Agreement:

359

· The CGCMT 2015-GC33 Master Servicer (or primary servicer) will earn a primary servicing fee with respect to the Hammons Hotel Portfolio Mortgage Loan that is to be calculated at 0.0025% per annum.

· Special servicing fees, workout fees and liquidation fees payable under the CGCMT 2015-GC33 PSA are generally calculated in a manner and at rates similar, but not necessarily identical, to the corresponding fees under the Pooling and Servicing Agreement, subject to similar caps and offsets.

· The Master Servicer or the Trustee, as applicable, will be required to make P&I Advances with respect to the Hammons Hotel Portfolio Mortgage Loan, unless the Master Servicer or the Trustee, as applicable, or the Special Servicer, has determined that such advance would not be recoverable from collections on the Hammons Hotel Portfolio Mortgage Loan. The Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I Advance, if made, would be a Non-Recoverable Advance, which determination will be conclusive and binding on the Master Servicer and the Trustee.

· The CGCMT 2015-GC33 Master Servicer is obligated to make property protection advances with respect to the Hammons Hotel Portfolio Whole Loan. If the CGCMT 2015-GC33 Master Servicer determines that a property protection advance it made with respect to the Hammons Hotel Portfolio Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Pari Passu Companion Loans, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on all the Mortgage Loans and from general collections of the CGCMT 2015-GC33 issuing entity, on a pro rata basis (based on the respective outstanding principal balances of the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio Companion Loans).

· Items with respect to the Hammons Hotel Portfolio Whole Loan that are the equivalent of Ancillary Fees, Penalty Charges, Assumption Fees and/or Modification Fees and that are allocated as additional servicing compensation, may be allocated between the CGCMT 2015-GC33 Master Servicer and the CGCMT 2015-GC33 Special Servicer in proportions that are different than the proportions allocated between the Master Servicer and the Special Servicer in the case of Mortgage Loans serviced under the Pooling and Servicing Agreement.

· The CGCMT 2015-GC33 Special Servicer will be required to take actions with respect to the Hammons Hotel Portfolio Mortgage Loan, as applicable, if such Mortgage Loan becomes the equivalent of a Defaulted Mortgage Loan, which actions are substantially similar to the actions described under “—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

· With respect to the Hammons Hotel Portfolio Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the Pooling and Servicing Agreement.

· The requirement of the CGCMT 2015-GC33 Master Servicer to make compensating interest payments in respect of the Hammons Hotel Portfolio Mortgage Loan is similar to the requirement of the Master Servicer to make Compensating Interest Payments in respect of the Serviced Mortgage Loans under the Pooling and Servicing Agreement.

· The CGCMT 2015-GC33 Master Servicer and CGCMT 2015-GC33 Special Servicer (a) have rights related to resignation substantially similar to those of the Master Servicer and the Special Servicer and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto.

360

· No items with respect to the Hammons Hotel Portfolio Whole Loan that are the equivalent of Ancillary Fees, Assumption Fees, Modification Fees and/or Penalty Charges will be allocated to the Master Servicer or the Special Servicer as additional servicing compensation or otherwise applied in accordance with the Pooling and Servicing Agreement except to the extent that such items are received by the Issuing Entity with respect to the Hammons Hotel Portfolio Mortgage Loan.

· Penalty Charges with respect to the Hammons Hotel Portfolio Whole Loan will be allocated in accordance with the related Co-Lender Agreement.

· The rating agencies rating the securities issued under the CGCMT 2015-GC33 PSA vary from the rating agencies rating the Certificates, which may cause servicing arrangements (including, but not limited to, servicer termination events and eligibility requirements for service providers) to be different under the CGCMT 2015-GC33 PSA than under the Pooling and Servicing Agreement.

· The specific types of actions constituting major decisions under the CGCMT 2015-GC33 PSA may differ in certain respects from those actions that constitute Major Decisions under the Pooling and Servicing Agreement, and therefore the specific types of servicer actions with respect to which the related other controlling class representative will be permitted to consent will correspondingly differ.

· The liability of the parties to the CGCMT 2015-GC33 PSA will be limited in a manner similar, but not necessarily identical, to the liability of the parties to the Pooling and Servicing Agreement.

· Collections on the Hammons Hotel Portfolio Whole Loan will be maintained under the CGCMT 2015-GC33 PSA in a manner similar, but not necessarily identical, to collections on the Serviced Whole Loans under the Pooling and Servicing Agreement, provided that rating requirements for accounts and permitted investments may vary under those two pooling and servicing agreements.

· The provisions of the CGCMT 2015 GC33 PSA may also vary from the Pooling and Servicing Agreement with respect to timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers, certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

The CGCMT 2015-GC33 Special Servicer may be removed as described under “Description of the Mortgage Pool—The Whole Loans—The Hammons Hotel Portfolio Whole Loan” in this free writing prospectus.

The CGCMT 2015-GC33 Depositor, the CGCMT 2015-GC33 Master Servicer, the CGCMT 2015-GC33 Special Servicer, the CGCMT 2015-GC33 Certificate Administrator and the CGCMT 2015-GC33 Trustee and various related persons and entities will be entitled to be indemnified by the Issuing Entity for certain losses and liabilities incurred by such party in accordance with the terms and conditions of the related Co-Lender Agreement.

See also “Description of the Mortgage Pool—The Whole Loans—The Hammons Hotel Portfolio Whole Loan—Special Servicer Appointment Rights” in this free writing prospectus.

Servicing of the DoubleTree Hotel Universal Mortgage Loan

The DoubleTree Hotel Universal Mortgage Loan and any related REO Properties are being serviced under the GSMS 2015-GC34 PSA. The servicing arrangements under the GSMS 2015-GC34 PSA are expected to generally be similar to those under the Pooling and Servicing Agreement. In that regard, in the case of the GSMS 2015-GC34 PSA, the following are considerations relating to servicing, including

361

the identification of some (but not all) of the differences in expected servicing provisions between such Other PSA and the Pooling and Servicing Agreement:

· The GSMS 2015-GC34 Master Servicer (or primary servicer) will earn a primary servicing fee with respect to the DoubleTree Hotel Universal Mortgage Loan that is to be calculated at 0.0025% per annum.

· Special servicing fees, workout fees and liquidation fees payable under the GSMS 2015-GC34 PSA are generally calculated in a manner and at rates similar, but not necessarily identical, to the corresponding fees under the Pooling and Servicing Agreement, subject to similar caps and offsets.

· The Master Servicer or the Trustee, as applicable, will be required to make P&I Advances with respect to the DoubleTree Hotel Universal Mortgage Loan, unless the Master Servicer or the Trustee, as applicable, or the Special Servicer, has determined that such advance would not be recoverable from collections on the DoubleTree Hotel Universal Mortgage Loan. The Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I Advance, if made, would be a Non-Recoverable Advance, which determination will be conclusive and binding on the Master Servicer and the Trustee.

· The GSMS 2015-GC34 Master Servicer is obligated to make property protection advances with respect to the DoubleTree Hotel Universal Whole Loan. If the GSMS 2015-GC34 Master Servicer determines that a property protection advance it made with respect to the DoubleTree Hotel Universal Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Pari Passu Companion Loans, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on all the Mortgage Loans and from general collections of the GSMS 2015-GC34 issuing entity, on a pro rata basis (based on the respective outstanding principal balances of the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel Universal Pari Passu Companion Loans).

· Items with respect to the DoubleTree Hotel Universal Whole Loan that are the equivalent of Ancillary Fees, Penalty Charges, Assumption Fees and/or Modification Fees and that are allocated as additional servicing compensation, may be allocated between the GSMS 2015-GC34 Master Servicer and the GSMS 2015-GC34 Special Servicer in proportions that are different than the proportions allocated between the Master Servicer and the Special Servicers in the case of Mortgage Loans serviced under the Pooling and Servicing Agreement.

· The GSMS 2015-GC34 Special Servicer will be required to take actions with respect to the DoubleTree Hotel Universal Mortgage Loan, as applicable, if such Mortgage Loan becomes the equivalent of a Defaulted Mortgage Loan, which actions are substantially similar to the actions described under “—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

· With respect to the DoubleTree Hotel Universal Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the Pooling and Servicing Agreement.

· The requirement of the GSMS 2015-GC34 Master Servicer to make compensating interest payments in respect of the DoubleTree Hotel Universal Mortgage Loan is similar to the requirement of the Master Servicer to make Compensating Interest Payments in respect of the Serviced Mortgage Loans under the Pooling and Servicing Agreement.

· The GSMS 2015-GC34 Master Servicer and GSMS 2015-GC34 Special Servicer (a) have rights related to resignation substantially similar to those of the Master Servicer and the Special

362

Servicer and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto.

· No items with respect to the DoubleTree Hotel Universal Whole Loan that are the equivalent of Ancillary Fees, Assumption Fees, Modification Fees and/or Penalty Charges will be allocated to the Master Servicer or the Special Servicer as additional servicing compensation or otherwise applied in accordance with the Pooling and Servicing Agreement except to the extent that such items are received by the Issuing Entity with respect to the DoubleTree Hotel Universal Mortgage Loan.

· Penalty Charges with respect to the DoubleTree Hotel Universal Whole Loan will be allocated in accordance with the related Co-Lender Agreement.

· The rating agencies rating the securities issued under the GSMS 2015-GC34 PSA vary from the rating agencies rating the Certificates, which may cause servicing arrangements (including, but not limited to, servicer termination events and eligibility requirements for service providers) to be different under the GSMS 2015-GC34 PSA than under the Pooling and Servicing Agreement.

· The specific types of actions constituting major decisions under the GSMS 2015-GC34 PSA may differ in certain respects from those actions that constitute Major Decisions under the Pooling and Servicing Agreement, and therefore the specific types of servicer actions with respect to which the related other controlling class representative will be permitted to consent will correspondingly differ.

· The liability of the parties to the GSMS 2015-GC34 PSA will be limited in a manner similar, but not necessarily identical, to the liability of the parties to the Pooling and Servicing Agreement.

· Collections on the DoubleTree Hotel Universal Whole Loan will be maintained under the GSMS 2015-GC34 PSA in a manner similar, but not necessarily identical, to collections on the Serviced Whole Loans under the Pooling and Servicing Agreement, provided that rating requirements for accounts and permitted investments may vary under those two pooling and servicing agreements.

· The provisions of the GSMS 2015-GC34 PSA may also vary from the Pooling and Servicing Agreement with respect to timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers, certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

The GSMS 2015-GC34 Special Servicer may be removed as described under “Description of the Mortgage Pool—The Whole Loans—The DoubleTree Hotel Universal Whole Loan” in this free writing prospectus.

The GSMS 2015-GC34 Depositor, the GSMS 2015 GC34 Master Servicer, the GSMS 2015-GC34 Special Servicer, the GSMS 2015-GC34 Certificate Administrator and the GSMS 2015-GC34 Trustee and various related persons and entities will be entitled to be indemnified by the Issuing Entity for certain losses and liabilities incurred by such party in accordance with the terms and conditions of the related Co-Lender Agreement.

See also “Description of the Mortgage Pool—The Whole Loans—The DoubleTree Hotel Universal Whole Loan” in this free writing prospectus.

363

Material Federal Income Tax Consequences

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Offered Certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the Offered Certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations promulgated by the U.S. Department of the Treasury. Investors should consult their own tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the Offered Certificates and should review the discussions under the heading “Material Federal Income Tax Consequences” in the prospectus.

Two (2) separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to designated portions of the Issuing Entity (the “Lower-Tier REMIC” and the “Upper-Tier REMIC”, respectively). The Lower-Tier REMIC and the Upper-Tier REMIC are referred to collectively as the “Trust REMICs”. The Lower-Tier REMIC will hold the Mortgage Loans, the proceeds of the Mortgage Loans and any foreclosure property (including a beneficial interest in real property in the case of a Non-Serviced Loan) that secures the Mortgage Loans, and will issue certain uncertificated classes of regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and a residual interest, represented by the Class R Certificates, as the sole class of residual interests in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and proceeds of such Lower-Tier Regular Interests and will issue the Regular Certificates and the Trust Components as classes of regular interests in the Upper-Tier REMIC and a residual interest, represented by the Class R Certificates, as the sole class of residual interests in the Upper-Tier REMIC. For the purposes of the following discussion, the Offered Certificates other than the Exchangeable Certificates are referred to as the “Offered Regular Certificates”.

Qualification as a REMIC requires ongoing compliance with certain conditions. On the Closing Date, Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, will deliver its opinion that, assuming (1) the making of appropriate elections, (2) compliance with the provisions of the Pooling and Servicing Agreement and each Co-Lender Agreement, (3) compliance with the provisions of each Other PSA and the continued qualification of all REMICs formed under each such Other PSA, respectively, and (4) compliance with applicable changes in the Code, including the REMIC provisions of the Code, for federal income tax purposes (a) the Lower-Tier REMIC and the Upper-Tier REMIC will each qualify as a REMIC, (b) the Regular Certificates and the Trust Components will evidence the “regular interests” in the Upper-Tier REMIC, (c) the Lower-Tier Regular Interests will evidence the “regular interests” in the Lower-Tier REMIC, and (d) the Class R Certificates will represent the sole class of “residual interests” in each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of the REMIC provisions of the Code.

In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, (i) the portions of the Issuing Entity consisting of the Class A-S, Class B and Class C Trust Components (and related amounts in the Exchangeable Distribution Account) will be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes under subpart E, part I of subchapter J of the Code, (ii) the Class A-S Certificates will represent undivided beneficial interests in the Class A-S Percentage Interest of the Class A-S Trust Component, the Class B Certificates will represent undivided beneficial interests in the Class B Percentage Interest of the Class B Trust Component, the Class C Certificates will represent undivided beneficial interests in the Class C Percentage Interest of the Class C Trust Component and, in each case, related amounts in the Exchangeable Distribution Account, and (iii) the Class PEZ Certificates will represent undivided beneficial interests in the Class A-S-PEZ Percentage Interest, the Class B-PEZ

364

Percentage Interest and the Class C-PEZ Percentage Interest of the Class A-S, Class B and Class C Trust Components, respectively, and related amounts in the Exchangeable Distribution Account.

Tax Status of Offered Certificates

Except as provided below, the Offered Certificates will be treated as “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest (including original issue discount, if any) on the Offered Certificates will be interest described in Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the Trust REMICs would be so treated. For purposes of the foregoing tests, the Trust REMICs are treated as a single REMIC. If at all times 95% or more of the assets of the Trust REMICs qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on Mortgage Loans that are reinvested pending distribution to holders of Regular Certificates qualify for such treatment. The Offered Certificates will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” under Code Section 7701(a)(19)(C)(v) to the extent the loans are secured by multifamily properties. As of the Cut-off Date, 3 Mortgage Loans are secured, in whole or in part, by multifamily properties representing approximately 8.2% of the Initial Pool Balance, by allocated loan amount. Holders of the Offered Certificates should consult their own tax advisors whether the foregoing percentage or some other percentage applies to their Certificates. Mortgage Loans that have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments. Offered Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1). Moreover, the Offered Certificates will be “qualified mortgages” for another REMIC within the meaning of Code Section 860G(a)(3). See “Material Federal Income Tax Consequences—Federal Income Tax Consequences For REMIC Certificates” in the prospectus.

Taxation of Offered Certificates

General

Because they represent regular interests, each Class of Offered Regular Certificates and the Trust Components represented by the Exchangeable Certificates generally will be treated as newly originated debt instruments for federal income tax purposes. Holders of the Classes of Offered Certificates will be required to include in income all interest on the regular interests represented by their Certificates in accordance with the accrual method of accounting, regardless of a Certificateholder’s usual method of accounting. For purposes of the following discussion, the treatment described below applies to a Class PEZ Certificateholder’s interest in the Class A-S, Class B and Class C Trust Components and also applies to a Class A-S, Class B and Class C Certificateholder’s interest in the related Trust Component. See “—Taxation of the Exchangeable Certificates” in this free writing prospectus.

Original Issue Discount

Holders of Offered Regular Certificates and the Trust Components represented by the Exchangeable Certificates issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the conference committee report to the Tax Reform Act of 1986. Holders of Offered Certificates should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Offered Regular Certificates and the Trust Components represented by the Exchangeable Certificates. Investors are advised to consult their own tax advisors as to the discussions in this free writing prospectus and the prospectus and the appropriate method for reporting interest and original issue discount with respect to the Offered Regular Certificates. See “Material Federal Income Tax Consequence—Federal Income Tax Consequences For REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

365

Each Class of Offered Regular Certificates and each of the Trust Components represented by the Exchangeable Certificates will be treated as a single installment obligation for purposes of determining the original issue discount includible in the income of a holder of an Offered Certificate. The total amount of original issue discount on an Offered Regular Certificate and a Trust Component represented by an Exchangeable Certificate is the excess of the “stated redemption price at maturity” of the Offered Regular Certificate or Trust Component over its “issue price”. The issue price of a class of Offered Regular Certificates or a Trust Component is the first price at which a substantial amount of Offered Regular Certificates or Trust Components represented by Exchangeable Certificates of such class is sold to investors (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the Certificate Administrator will treat the issue price of Offered Regular Certificates or Trust Components represented by Exchangeable Certificates as to which there is no substantial sale as of the issue date as the fair market value of such class as of the issue date. The issue price of the Offered Regular Certificates or Trust Components represented by Exchangeable Certificates also includes the amount paid by an initial Certificateholder of such class for accrued interest that relates to a period prior to the issue date of such class of Offered Regular Certificates or Trust Components. The stated redemption price at maturity of an Offered Regular Certificate or a Trust Component is the sum of all payments provided by the debt instrument other than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate; provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to an Offered Regular Certificate or a Trust Component represented by an Exchangeable Certificate, it is possible that no interest on any class of Offered Regular Certificates or Trust Component represented by an Exchangeable Certificate will be treated as qualified stated interest. However, because the Mortgage Loans provide for remedies in the event of default, the Certificate Administrator will treat all payments of stated interest on the Offered Regular Certificates (other than the Class X-A, Class X-B or Class X-D Certificates) or Trust Components represented by Exchangeable Certificates as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date). Based on the foregoing, it is anticipated that the Class [ ] Certificates will be issued with original issue discount.

In addition, it is anticipated that the Certificate Administrator will treat the Class X-A, Class X-B and Class X-D Certificates as having no qualified stated interest. Accordingly, such Classes will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received thereon over their respective issue prices (including interest accrued prior to the Closing Date). Any “negative” amounts of original issue discount on such Classes attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The holder of a Class X-A, Class X-B or Class X-D Certificate may be entitled to a deduction for a loss, which may be a capital loss, to the extent it becomes certain that such Certificateholder will not recover a portion of its basis in such Classes, assuming no further prepayments. In the alternative, it is possible that rules similar to the “noncontingent bond method” of the contingent interest rules of the OID Regulations may be promulgated with respect to such Classes. Unless and until required otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.

For the purposes of accruing original issue discount, if any, determining whether such original issue discount is de minimis and amortizing any premium, the prepayment assumption will be 0% CPR (the “Prepayment Assumption”). See “Material Federal Income Tax Consequences—Federal Income Tax Consequences For REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

Premium

An Offered Regular Certificate or Trust Component represented by an Exchangeable Certificate purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. See “Material Federal Income Tax Consequences—Federal Income Tax Consequences For REMIC Certificates—Taxation of Regular Certificates—Premium” in the prospectus. It is anticipated that the Class [___] Certificates and the Class [___] Trust Components will be issued at a premium.

366

Prepayment Premiums and Yield Maintenance Charges

Prepayment premiums or yield maintenance charges actually collected will be distributed among the holders of the respective classes of Certificates and Trust Components as described under “Description of the Offered Certificates—Distributions—Prepayment Premiums” in this free writing prospectus. It is not entirely clear under the Code when the amount of prepayment premiums or yield maintenance charges so allocated should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that prepayment premiums and yield maintenance charges will be treated as giving rise to any income to the holder of an Offered Certificate prior to the Master Servicer’s actual receipt of a prepayment premium or yield maintenance charge. Prepayment premiums and yield maintenance charges, if any, may be treated as ordinary income, although authority exists for treating such amounts as capital gain if they are treated as paid upon the retirement or partial retirement of a Certificate. Certificateholders should consult their own tax advisers concerning the treatment of prepayment premiums and yield maintenance charges.

Taxation of the Exchangeable Certificates

The portion of the Issuing Entity comprised of the Trust Components will be classified as part of a grantor trust under subpart E, part I of subchapter J of the Code, and each Exchangeable Certificate (other than any Class PEZ Certificate) will represent an undivided beneficial interest in the Trust Component underlying that Exchangeable Certificate (such as the Class A-S Trust Component in the case of a Class A-S Certificate, the Class B Trust Component in the case of a Class B Certificate and the Class C Trust Component in the case of a Class C Certificate). Each Exchangeable Certificate (other than any Class PEZ Certificate) will therefore represent a beneficial ownership interest in a regular interest issued by the Upper-Tier REMIC and the income tax consequences to the holder of an Exchangeable Certificate (other than any Class PEZ Certificate) with respect to the underlying Trust Component will be the same as the income tax consequences to a holder of an Offered Regular Certificate, as described in this free writing prospectus.

The Class PEZ Certificates will represent beneficial ownership interests in all of the Trust Components, but each Trust Component will be taxable as a separate regular interest for federal income tax purposes, and the holder of a Class PEZ Certificate must account separately for its interest in each Trust Component. The income tax consequences of holding a Class PEZ Certificate with respect to each of the three Trust Components will therefore be the same as the income tax consequences to the holder of three separate and individual Offered Regular Certificates, as described in this free writing prospectus. See “—Taxation of Offered Certificates” above. A purchaser must allocate its basis in the Class PEZ Certificates among the interests in each Trust Component in accordance with their relative fair market values as of the time of acquisition. Similarly, on the sale of such Class PEZ Certificate, the Certificateholder must allocate the amount received on the sale among the interests in each Trust Component in accordance with their relative fair market values as of the time of sale. Prospective beneficial owners of the Class PEZ Certificates should consult their tax advisors as to the appropriate method of accounting for their interest in the Class PEZ Certificates.

The exchange of the requisite proportions of the Class A-S, Class B and Class C Certificates for the Class PEZ Certificates, and the exchange of the Class PEZ Certificates for the requisite proportions of the Class A-S, Class B and Class C Certificates will not be taxable.

Further Information

For further information regarding the federal income tax consequences of investing in the Offered Certificates, including consequences of purchase, ownership and disposition of Offered Certificates by any person who is not a citizen or resident of the United States, a corporation or partnership or other entity created or organized in or under the laws of the United States, any state or the District of Columbia, or is a foreign estate or trust, see “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates” in the prospectus.

367

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE OFFERED CERTIFICATES.

State and Local Tax Considerations

In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences” in this free writing prospectus, potential investors should consider the state, local and other tax consequences of the acquisition, ownership, and disposition of the Offered Certificates. State, local and other tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality or other jurisdiction. Therefore, potential investors should consult their own tax advisors with respect to the various tax consequences of investments in the Offered Certificates.

ERISA Considerations

A fiduciary of any retirement plan or other employee benefit plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which those plans, annuities, accounts or arrangements are invested, including insurance company general accounts, that is subject to the fiduciary responsibility rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (an “ERISA Plan”) or which is a governmental plan, as defined in Section 3(32) of ERISA or other plan, subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, with an ERISA Plan, a “Plan”) should review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted under ERISA, the Code or Similar Law or whether there exists any statutory, regulatory or administrative exemption applicable thereto. Moreover, each Plan fiduciary should determine whether an investment in the Offered Certificates is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

The U.S. Department of Labor has granted an administrative exemption to Goldman, Sachs & Co., Prohibited Transaction Exemption 89-88 (October 17, 1989) as amended by PTE 2013-08 (July 9, 2013) (the “Exemption”). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the pool of Mortgage Loans, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by Goldman, Sachs & Co., provided that certain conditions set forth in the Exemption are satisfied. The Depositor expects that the Exemption generally will apply to the Offered Certificates.

The Exemption sets forth five general conditions which must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief:

· The acquisition of the Offered Certificates by an ERISA Plan must be on terms that are at least as favorable to the ERISA Plan as they would be in an arm’s-length transaction with an unrelated party.

· The Offered Certificates at the time of acquisition by the ERISA Plan must be rated in one of the four highest generic rating categories by at least one nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act (“NRSRO”) that meets the requirements of the Exemption (an “Exemption Rating Agency”).

368

· The Trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the Depositor, the Trustee, the Master Servicer, the Special Servicer, any sub-servicer, any entity that provides insurance or other credit support to the Issuing Entity and any borrower with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities.

· The sum of all payments made to and retained by the underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Issuing Entity must represent not more than the fair market value of the Mortgage Loans and the sum of all payments made to and retained by the Master Servicer, the Special Servicer and any sub-servicer must represent not more than reasonable compensation for that person’s services under the Pooling and Servicing Agreement and reimbursement of the person’s reasonable expenses in connection with those services.

· The investing ERISA Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.

It is a condition of the issuance of the Offered Certificates that they have the ratings required by the Exemption and the Depositor believes that each of the Rating Agencies qualifies as an Exemption Rating Agency. Consequently, the second general condition set forth above will be satisfied with respect to the Offered Certificates as of the Closing Date. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. In addition, the Depositor believes that the fourth general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of an ERISA Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates continue to satisfy the second general condition set forth above. A fiduciary of an ERISA Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own determination that the first and fifth general conditions set forth above will be satisfied.

The Exemption also requires that the Issuing Entity meet the following requirements: (1) the Issuing Entity must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories by at least one Exemption Rating Agency for at least one year prior to the ERISA Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than ERISA Plans for at least one year prior to any ERISA Plan’s acquisition of Offered Certificates.

The Depositor believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than those conditions which are dependent on facts unknown to the Depositor or which it cannot control, such as those relating to the circumstances of the ERISA Plan purchaser or the ERISA Plan fiduciary making the decision to purchase any such Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the underwriters and an ERISA Plan when the Depositor, any of the underwriters, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer or a borrower is a party in interest with respect to the investing ERISA Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by an ERISA Plan and (3) the holding of Offered Certificates by an ERISA Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an Excluded Plan by any person who has discretionary authority or

369

renders investment advice with respect to the assets of the Excluded Plan. For purposes of this free writing prospectus, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the underwriters and an ERISA Plan when the person who has discretionary authority or renders investment advice with respect to the investment of ERISA Plan assets in those Certificates is (a) a borrower with respect to 5% or less of the fair market value of the Mortgage Loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by an ERISA Plan and (3) the holding of Offered Certificates by an ERISA Plan.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the pool of Mortgage Loans.

The fiduciary of a Plan subject to Similar Law should consult with its advisors regarding the need for and availability of exemptive relief under applicable Similar Law.

Prospective investors should note that The Board of the State Teachers Retirement System of Ohio, which is a governmental plan, owns an indirect equity interest in the borrower under the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as 590 Madison Avenue, representing approximately 12.2% of the Initial Pool Balance. Persons who have an ongoing relationship with The Board of the State Teachers Retirement System of Ohio should consult with counsel regarding whether such a relationship would affect their ability to purchase and hold the Offered Certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

Legal Investment

No Class of Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Certificates, are subject to significant interpretative uncertainties. No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. Further, any ratings downgrade of any Class of Offered Certificates by any NRSRO, to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that Class. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates will constitute legal investments for them or are subject to investment, capital or other regulatory restrictions. See “Legal Investment” in the prospectus.

The Issuing Entity will be relying upon an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuing Entity. The

370

Issuing Entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in this free writing prospectus).

Certain Legal Aspects of the Mortgage Loans

The following discussion contains summaries of certain legal aspects of the Mortgage Loans with respect to the Mortgaged Properties located in California, New York and Texas, representing approximately 16.8%, 14.1% and 12.5%, respectively, of the Initial Pool Balance, by allocated loan amount, which are general in nature. The summaries do not purport to be complete and are qualified in their entirety by reference to the applicable federal and state laws governing the related Mortgage Loans.

California. Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure, in each case subject to and accordance with the applicable procedures and requirements of California law. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor-in-interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity. This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as (but not limited to) an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

New York. Mortgage loans in New York are generally secured by mortgages on the related real estate. Foreclosure of a mortgage is usually accomplished in judicial proceedings. After an action for foreclosure is commenced, and if the lender secures a ruling that is entitled to foreclosure ordinarily by motion for summary judgment, the court then appoints a referee to compute the amount owed together with certain costs, expenses and legal fees of the action. The lender then moves to confirm the referee’s report and enter a final judgment of foreclosure and sale. Public notice of the foreclosure sale, including the amount of the judgment, is given for a statutory period of time, after which the mortgaged real estate is sold by a referee at public auction. There is no right of redemption after the foreclosure of sale. In certain circumstances, deficiency judgments may be obtained. Under mortgages containing a statutorily

371

sanctioned covenant, the lender has a right to have a receiver appointed without notice and without regard to the adequacy of the mortgaged real estate as security for the amount owed.

Texas. Commercial mortgage loans in Texas are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in Texas may be accomplished by either a non-judicial trustee’s sale under a specific power-of-sale provision set forth in the deed of trust or by judicial foreclosure. Due to the relatively short period of time involved in a non-judicial foreclosure, the judicial foreclosure process is rarely used in Texas. A judicial foreclosure action must be initiated, and a non-judicial foreclosure must be completed, within four years from the date the cause of action accrues. The cause of action for the unpaid balance of the indebtedness accrues upon the maturity of the indebtedness (by acceleration or otherwise).

Unless expressly waived in the deed of trust, the lender must provide the debtor with a written demand for payment, a notice of intent to accelerate the indebtedness, and a notice of acceleration prior to commencing any foreclosure action. It is customary practice in Texas for the demand for payment to be combined with the notice of intent to accelerate the indebtedness. In addition, with respect to a non-judicial foreclosure sale and notwithstanding any waiver by debtor to the contrary, the lender is statutorily required to (i) provide each debtor obligated to pay the indebtedness a notice of foreclosure sale via certified mail, postage prepaid and addressed to each debtor at such debtor’s last known address at least 21 days before the date of the foreclosure sale; (ii) post a notice of foreclosure sale at the courthouse of each county in which the property is located; and (iii) file a notice of foreclosure sale with the county clerk of each county in which the property is located. Such 21 day period includes the entire calendar day on which the notice is deposited with the United States mail and excludes the entire calendar day of the foreclosure sale. The statutory foreclosure notice may be combined with the notice of acceleration of the indebtedness and must contain the location of the foreclosure sale and a statement of the earliest time at which the foreclosure sale will begin. To the extent the note or deed of trust contains additional notice requirements, the lender must comply with such requirements in addition to the statutory requirements set forth above.

The trustee’s sale must be performed pursuant to the terms of the deed of trust and statutory law and must take place between the hours of 10 a.m. and 4 p.m. on the first Tuesday of the month, in the area designated for such sales by the county commissioners’ court of the county in which the property is located, and must begin at the time set forth in the notice of foreclosure sale or not later than three hours after that time. If the property is located in multiple counties, the sale may occur in any county in which a portion of the property is located. Under Texas law applicable to the subject property, the debtor does not have the right to redeem the property after foreclosure. Any action for deficiency must be brought within two years of the foreclosure sale. If the foreclosure sale price is less than the fair market value of the property, the debtor or any obligor (including any guarantor) may be entitled to an offset against the deficiency in the amount by which the fair market value of the property, less the amount of any claim, indebtedness, or obligation of any kind that is secured by a lien or encumbrance on the real property that was not extinguished by the foreclosure, exceeds the foreclosure sale price.

Other Aspects. Please see the discussion under “Certain Legal Aspects of the Mortgage Loans” in the accompanying prospectus regarding other legal aspects of the Mortgage Loans that you should consider prior to making any investment in the Certificates.

372

Ratings

It is a condition to the issuance of each Class of Offered Certificates that they be rated as follows by Moody’s, Fitch and KBRA (each a “Rating Agency” and, collectively, the “Rating Agencies”):

Class	Expected Ratings (Moody’s/Fitch/KBRA)*
Class A-1	Aaa(sf) / AAAsf / AAA(sf)
Class A-2	Aaa(sf) / AAAsf / AAA(sf)
Class A-3	Aaa(sf) / AAAsf / AAA(sf)
Class A-AB	Aaa(sf) / AAAsf / AAA(sf)
Class X-A	Aa1(sf) / AAAsf / AAA(sf)
Class X-B	NR / AA-sf / AAA(sf)
Class A-S	Aa2(sf) / AAAsf / AAA(sf)
Class B	A1(sf) / AA-sf / AA-(sf)
Class PEZ	NR / A-sf / A-(sf)
Class C	NR / A-sf / A-(sf)
Class D	NR / BBB-sf / BBB-(sf)
Class X-D	NR / BBB-sf / BBB-(sf)

* Moody’s, Fitch and KBRA have informed us that the “sf” designation in their ratings represents an identifier of structured finance product ratings. For additional information about this identifier, prospective investors can go to the related Rating Agency’s website. The Depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on those websites. Important Disclaimer: Credit ratings referenced throughout this free writing prospectus are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment.

We are not obligated to maintain any particular rating with respect to any class of Certificates. Changes affecting the Mortgage Loans, the Mortgaged Properties, the Sponsors, the Certificate Administrator, the Trustee, the Operating Advisor, the Master Servicer, the Special Servicer, an Other Master Servicer, an Other Special Servicer, an Other Trustee, an Other Certificate Administrator, an Other Operating Advisor or another person may have an adverse effect on the ratings of the Certificates, and thus on the liquidity, market value and regulatory characteristics of the Certificates, although such adverse changes would not necessarily be an event of default under the applicable Mortgage Loan.

A securities rating on mortgage pass-through certificates addresses credit risk and the likelihood of full and timely payment to the applicable certificateholders of all distributions of interest at the applicable pass-through rate on the certificates in question on each distribution date and, except in the case of interest only certificates, the ultimate payment in full of the certificate principal amount of each class of certificates in question on a date that is not later than the rated final distribution date with respect to such class of certificates. A rating takes into consideration, among other things, the credit quality of the related pool of mortgage loans, structural and legal aspects associated with the certificates in question, and the extent to which the payment stream from the related pool of mortgage loans is adequate to make payments required under the certificates in question. A securities rating on mortgage pass-through certificates does not, however, address the likelihood, timing or frequency of prepayments (whether voluntary or involuntary) on the related mortgage loans or the degree to which payments might differ from those originally contemplated. In addition, a rating does not address the tax attributes of the certificates in question or of the related issuing entity, the allocation of prepayment interest shortfalls or whether any compensating interest payments will be made, or the likelihood or frequency of payment of yield maintenance charges, assumption fees, modification fees or penalty charges. See “Risk Factors—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in this free writing prospectus.

373

In addition, a securities rating on mortgage pass-through certificates does not represent an assessment of the yield to maturity that investors may experience or the possibility that the holders of interest only certificates might not fully recover their initial investments in the event of delinquencies or defaults or rapid prepayments on the underlying mortgage loans (including both voluntary and involuntary prepayments) or the application of any realized losses. In the event that the holders of such certificates do not fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the securities ratings assigned to such certificates. The Notional Amount of the Class X-A Certificates may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary, to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and the Class A-S Trust Component. The Notional Amount of the Class X-B Certificates may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary, to the Class B Trust Component. The Notional Amount of the Class X-D Certificates may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary, to the Class D Certificates. The securities ratings do not address the timing or magnitude of reductions of any such Notional Amount, but only the obligation to distribute interest timely on such Notional Amount as so reduced from time to time. Therefore, the securities ratings of the Class X-A, Class X-B and Class X-D Certificates should be evaluated independently from similar ratings on other types of securities.

NRSROs that were not engaged by the Depositor to rate the Certificates may nevertheless issue unsolicited credit ratings on one or more Classes of Certificates, relying on information they receive pursuant to Rule 17g-5 or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by the Rating Agencies. The issuance of unsolicited ratings by any NRSRO on a Class of the Certificates that are lower than ratings assigned by the Rating Agencies may adversely impact the liquidity, market value and regulatory characteristics of that Class.

As part of the process of obtaining ratings for the Certificates, the Depositor had initial discussions with and submitted certain materials to DBRS, Fitch, KBRA, Moody’s and Morningstar. Based on preliminary feedback from those NRSROs at that time, the Depositor selected the Rating Agencies to rate certain Classes of the Certificates and not the other NRSROs, due in part to their initial subordination levels for the various Classes of the Certificates. Had the Depositor selected such other NRSROs to rate the Certificates, we cannot assure you as to the ratings that such other NRSROs would have assigned to the Certificates would not have been lower than the ratings assigned by the Rating Agencies to the Classes of Certificates they rated. In the case of Moody’s, the Depositor has only requested ratings for certain Classes of rated Certificates, due in part to the final subordination levels provided by Moody’s for the Classes of Certificates. If the Depositor had selected Moody’s to rate the remaining Classes of rated Certificates not rated by it, its ratings of such Certificates may have been different, and potentially lower, than those ratings ultimately assigned to such Certificates by the other Rating Agencies. Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the Depositor.

Furthermore, the SEC may determine that any or all of the Rating Agencies no longer qualifies as an NRSRO or is no longer qualified to rate the Certificates, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the Certificates.

Certain actions provided for in the loan agreements require, as a condition to taking such action, that a Rating Agency Confirmation be obtained from each Rating Agency. In certain circumstances, this condition may be deemed to have been met or waived without such a Rating Agency Confirmation being obtained. See the definition of “Rating Agency Confirmation” in this free writing prospectus. In the event such an action is taken without a Rating Agency Confirmation being obtained, we cannot assure you that the applicable Rating Agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action. If you invest in the Certificates, pursuant to the Pooling and Servicing Agreement your acceptance of Certificates will constitute an acknowledgment and agreement with the procedures relating to Rating Agency Confirmations described under “The Pooling and Servicing Agreement—Rating Agency Confirmations” in this free writing prospectus.

374

Any rating of the Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency.

Pursuant to agreements between Depositor and each Rating Agency, the Rating Agencies will provide ongoing ratings surveillance with respect to the Certificates for as long as they remain issued and outstanding. The Depositor is responsible for the fees paid to the Rating Agencies to rate and provide ongoing rating surveillance with respect to the Certificates. Although the Depositor may prepay fees for ongoing rating surveillance by the Rating Agencies, the Depositor has no obligation or ability to ensure that any Rating Agency performs ratings surveillance. In addition, a Rating Agency may cease ratings surveillance if the information furnished to that Rating Agency is insufficient to allow it to perform surveillance.

Legal Matters

The validity of the Offered Certificates and certain federal income tax matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Mayer Brown LLP, Charlotte, North Carolina.

375

INDEX OF SIGNIFICANT DEFINITIONS

	Page
2010 PD AMENDING DIRECTIVE	11
590 Madison Avenue Co-Lender Agreement	174
590 Madison Avenue Companion Loan Holder	170
590 Madison Avenue Companion Loans	170
590 Madison Avenue Directing Certificateholder	175
590 Madison Avenue mortgage loan	35
590 Madison Avenue Mortgage Loan	170
590 Madison Avenue Note A-1 Companion Loan	170
590 Madison Avenue Note A-3 Companion Loan	170
590 Madison Avenue Pari Passu Companion Loan Holder	170
590 Madison Avenue Pari Passu Companion Loans	170
590 Madison Avenue Subordinate Companion Loan	170
590 Madison Avenue Subordinate Companion Loan Holder	170
590 Madison Avenue Trust	175
590 Madison Avenue Whole Loan	170
Acceptable Insurance Default	302
Acting General Counsel’s Opinion	100
Actual/360 Basis	161
Administrative Fee Rate	222, 261
ADR	122
Advance Rate	305
Advances	304
Affiliated Owner	132
AIFMD	74
Allocated Cut-off Date Loan Amount	122
Ancillary Fees	241
Annual Debt Service	122
Appraisal Reduction	274
Appraisal Reduction Event	273
Appraised Value	123
Appraised-Out Class	276
Appraiser	275
Assessment of Compliance	313
Assumption Fees	241
Atrium Lendco	144
Atrium LP	143
Attestation Report	314
Available Funds	258
Balloon Balance	123
Balloon Mortgage Loans	161
Bankruptcy Code	70
Base Interest Fraction	267

	Page
Berkeley Point	232
Best Buy	149
Borrower Delayed Reimbursements	241
Borrower Party	279
Borrower Party Affiliate	279
BPC Primary Serviced Mortgage Loan	232
BPC Primary Servicing Agreement	234
B-Piece Buyer	109
CBE	292
CCRE Data Tape	203
CCRE Deal Team	203
CCRE Depositor	204
CCRE Lending	121, 202
CCRE Mortgage Loans	121, 202
Certificate Administrator	217
Certificate Owners	281
Certificate Principal Amount	255
Certificate Registrar	280
Certificateholder	278
Certificates	253
Certifying Certificateholder	283
CF&Co.	233
CGCMT 2015-GC33 Certificate Administrator	186
CGCMT 2015-GC33 Controlling Class Representative	187
CGCMT 2015-GC33 Master Servicer	186
CGCMT 2015-GC33 Operating Advisor	186
CGCMT 2015-GC33 PSA	186
CGCMT 2015-GC33 Special Servicer	186
CGCMT 2015-GC33 Trustee	186
Class	253
Class A-AB Scheduled Principal Balance	264
Class A-S Percentage Interest	255
Class A-S Trust Component	255
Class A-S-PEZ Percentage Interest	255
Class B Percentage Interest	255
Class B Trust Component	255
Class B-PEZ Percentage Interest	256
Class C Percentage Interest	256
Class C Trust Component	256
Class C-PEZ Percentage Interest	256
Class PEZ Component	256
Class PEZ Component A-S	256
Class PEZ Component B	256
Class PEZ Component C	256
Class X Certificates	253
Class X Strip Rate	261
Clearstream	280
Clearstream Participants	282

376

Closing Date	121
CMBS	69
Code	64, 118, 364
Co-Lender Agreement	174
Collection Account	307
Collection Period	259
Companion Loan	170
Companion Loan Holder	170, 173
Companion Loan Rating Agency	318
Compensating Interest Payment	272
Complaint	218
Condemnation Proceeds	259
Consent Fees	240
Consultation Termination Event	21, 334
Control Eligible Certificates	277
Control Termination Event	20, 334
Controlling Class	333
Controlling Class Certificateholder	333
Controlling Class Representative	333
Corrected Loan	302
CPR	287
CREFC®	348
CREFC® Intellectual Property Royalty License Fee	261
CREFC® Intellectual Property Royalty License Fee Rate	262
CREFC® Reports	348
Cross Over Date	266
Crossed Group	123
CRR	74
Cut-off Date	121
Cut-off Date Balance	121
Cut-off Date DSCR	124
Cut-off Date Loan-to-Value Ratio	123
Cut-off Date LTV Ratio	123
DBRS	342
Debt Service Coverage Ratio	124
Debt Yield on Underwritten NCF	124
Debt Yield on Underwritten Net Cash Flow	124
Debt Yield on Underwritten Net Operating Income	124
Debt Yield on Underwritten NOI	124
Defaulted Mortgage Loan	244
Defeasance Deposit	164
Defeasance Loans	164
Defeasance Lock-Out Period	164
Defeasance Option	164
Definitive Certificate	280
Depositaries	280
Depositor	121, 205
Determination Date	259
Disclosable Special Servicer Fees	244
Distribution Accounts	308
Distribution Date	257
Dodd-Frank Act	75

DoubleTree Hotel Universal Co-Lender Agreement	174
DoubleTree Hotel Universal Companion Loan Holders	173
DoubleTree Hotel Universal Companion Loans	173
DoubleTree Hotel Universal Key Money Debt	140
DoubleTree Hotel Universal Mortgage Loan	172
DoubleTree Hotel Universal Note A-1Companion Loan	173
DoubleTree Hotel Universal Note A-3 Companion Loan	173
DoubleTree Hotel Universal Whole Loan	173
DSCR	124, 212
DTC	280
DTC Participants	280
Due Date	161
Due Diligence Requirement	74
EEA	74
Eilian	143
Element LA Certificateholders	181
Element LA Co-Lender Agreement	174
Element LA Companion Loan Holders	171
Element LA Companion Loan Securitization Date	171
Element LA Companion Loans	171
Element LA Controlling Class Representative	183
Element LA Depositor	181
Element LA Future Certificate Administrator	181
Element LA Future Master Servicer	181
Element LA Future Operating Advisor	181
Element LA Future PSA	171
Element LA Future Special Servicer	181
Element LA Future Trustee	181
Element LA Mortgage Loan	171
Element LA Note A-1 Companion Loan	171
Element LA Note A-2-2 Companion Loan	171
Element LA Securitization Trust	171
Element LA Whole Loan	171
Element LA Whole Loan Directing Holder	183
Eligible Operating Advisor	342
ERISA	368
ERISA Plan	368
ESA	140
Euroclear	280
Euroclear Operator	282
Euroclear Participants	282
Excess Liquidation Proceeds Reserve Account	308
Excess Modification Fees	240

377

Excess Parcel	167
Excess Penalty Charges	241
Excess Prepayment Interest Shortfall	272
Exchange Act	199
Exchange Date	257
Exchangeable Certificates	253
Exchangeable Distribution Account	308
Exchangeable Proportion	256
Excluded Controlling Class Holder	352
Excluded Controlling Class Loan	334
Excluded Information	352
Excluded Loan	334
Excluded Plan	370
Excluded Special Servicer	321
Excluded Special Servicer Loan	321
Exemption	368
Exemption Rating Agency	368
FDEP	143
FDIA	99
FDIC	99
FDIC Safe Harbor	99
FF&E	146
FIEL	13
Final Asset Status Report	339
Financial Promotion Order	10
FIRREA	115, 274
Fitch	317
Form 8-K	199
FPO Persons	10
FSMA	10
Gap	149
Glenbrook Square Co-Lender Agreement	174
Glenbrook Square Companion Loan	172
Glenbrook Square Companion Loan Holder	172
Glenbrook Square Mortgage Loan	172
Goldman Originators	206
Grantor Trust	364
GS Bank	99
GS CRE	121
GS CRE Mortgage Loan	121
GS1 Serviced Companion Loan	172
GS1 Serviced Companion Loan Holder	172
GS1 Serviced Whole Loan	172
GSA Portfolio Co-Lender Agreement	174
GSA Portfolio Companion Loan	172
GSA Portfolio Companion Loan Holder	172
GSA Portfolio Mortgage Loan	172
GSA Portfolio Whole Loan	172
GSMC	121, 199
GSMC Data Tape	200
GSMC Deal Team	200
GSMC Mortgage Loans	121
GSMC/CCRE Mortgage Loan	121

GSMS 2015-GC34 Certificate Administrator	190
GSMS 2015-GC34 Controlling Class Representative	191
GSMS 2015-GC34 Master Servicer	190
GSMS 2015-GC34 Operating Advisor	190
GSMS 2015-GC34 PSA	190
GSMS 2015-GC34 Special Servicer	190
GSMS 2015-GC34 Trustee	190
Hammons Hotel Portfolio Co-Lender Agreement	174
Hammons Hotel Portfolio Companion Loan Holder	172
Hammons Hotel Portfolio Companion Loans	172
Hammons Hotel Portfolio Mortgage Loan	172
Hammons Hotel Portfolio Note A-1 Companion Loan	172
Hammons Hotel Portfolio Note A-2 Companion Loan	172
Hammons Hotel Portfolio Note A-4 Companion Loan	172
Hammons Hotel Portfolio Whole Loan	172
Hammons Limited Partners	144
Hard Lockbox	125
High Net Worth Companies, Unincorporated Associations, Etc.	10
Indirect Participants	280
Initial Pool Balance	121
In-Place Cash Management	125
Interest Accrual Amount	259
Interest Accrual Period	260
Interest Distribution Amount	260
Interest Only Mortgage Loans	161
Interest Reserve Account	308
Interest Shortfall	260
Interested Person	328
Investment Company Act	370
Investor Certification	278
Investor Q&A Forum	352
Investor Registry	353
IRS	118
Issuing Entity	121
iStar	144
iStar Borrower	144
iStar Properties	145
JCPenney	149
JD Holdings	143
JDH ROFR	143
Joint Ventures	149
JQH	143
JQH Hotels	143
JQH Trust	139, 143
KBRA	317
Largest Tenant	125

378

Largest Tenant Lease Expiration	125
Line of Credit	144
Liquidation Fee	243
Liquidation Fee Rate	243
Liquidation Proceeds	243
Loan Per Unit	125
Lower-Tier Distribution Account	308
Lower-Tier Regular Interests	364
Lower-Tier REMIC	63, 364
LTV	212
LTV Ratio at Maturity	125
LUSTs	141
MAI	274
Major Decision	331
Master Servicer	225
Master Servicer Remittance Date	304
Material Breach	197
Material Document Defect	197
Maturity Date Loan-to-Value Ratio	125
Maturity Date LTV Ratio	125
Midland	225
Modeling Assumptions	287
Modification Fees	241
Monthly Payment	259
Moody’s	317
Morningstar	342
Mortgage	121
Mortgage File	195
Mortgage Loan Purchase Agreement	195
Mortgage Loan Rate	262
Mortgage Loan Schedule	298
Mortgage Loans	121
Mortgage Note	121
Mortgage Pool	121
Mortgaged Property	121
Most Recent NOI	126
Net Cash Flow	127
Net Condemnation Proceeds	259
Net Mortgage Loan Rate	261
Non-Offered Certificates	253
Non-Recoverable Advance	306
Non-Reduced Certificates	278
Non-Serviced Companion Loan	173
Non-Serviced Companion Loan Holder	173
Non-Serviced Loan	173
Non-Serviced Whole Loan	173
Notional Amount	255
NRSRO	368
Occupancy	126
Occupancy Date	127
Offered Certificates	253
Offered Regular Certificates	364
Office Depot	148
OID Regulations	365
OLA	100
Operating Advisor	223

Operating Advisor Consulting Fee	245
Operating Advisor Fee	245
Operating Advisor Fee Rate	245
Operating Advisor Standard	339
Operating Advisor Termination Event	341
Original Balance	127
Originators	121, 206
Other Certificate Administrator	173
Other Master Servicer	173
Other Operating Advisor	173
Other PSA	40, 173
Other Special Servicer	173
Other Trustee	173
P&I Advance	304
Pads	128
Participants	280
Pass-Through Rate	260
PCIS Persons	10
PCR	210
Penalty Charges	241
Percentage Interest	258
Permitted Special Servicer/Affiliate Fees	245
PILOT	95
PIP Guaranty	146
PIPs	91, 146
Plan	368
PML	211, 214
Pooling and Servicing Agreement	121
Preferred Equity Interest	143
Prepayment Assumption	366
Prepayment Interest Excess	271
Prepayment Interest Shortfall	272
Prepayment Penalty Description	127
Prepayment Provision	127
Prime Rate	305
Principal Balance Certificates	254
Principal Distribution Amount	262
Principal Shortfall	263
Privileged Information	339
Privileged Information Exception	339
Privileged Person	353
Promotion of Collective Investment Schemes Exemptions Order	10
Property Advances	304
PROSPECTUS DIRECTIVE	11
PTE	64
Public Documents	350
Qualified Substitute Mortgage Loan	198
Rated Final Distribution Date	199
Rating Agencies	373
Rating Agency	373
Rating Agency Confirmation	347
Rating Agency Declination	347
Realized Loss	270
REC	140
Record Date	258

379

Regular Certificates	253
Regulation AB	194
Related Group	127
Release Date	164
Release Price	168
Relevant Member State	11
Relevant Persons	10
REMIC	364
Renewal Guaranty	146
REO Account	253
REO Mortgage Loan	263
REO Property	253
REO Serviced Companion Loan	263
Repurchase Price	197
Requesting Holders	276
Requesting Party	345
Restricted Group	369
Restricted Mezzanine Holder	279
Restricted Party	339
Retention Requirement	74
RevPAR	127
RMBS	218
Rooms	128
Ross	154
Rule 17g-5	323
Rules	281
S&P	342
SAM	223
Sears	149
SEC	199
Securities Act	194
SEL	211, 214
Sequential Pay Certificates	254
Seritage	149
Serviced Companion Loan	173
Serviced Companion Loan Holder	173
Serviced Companion Loan Securities	318
Serviced Whole Loan	173
Servicer Termination Events	316
Servicing Fee	239
Servicing Fee Rate	239
Servicing Standard	299
Servicing Transfer Event	301
SFA	12
SH	223
Similar Law	368
Similar Requirements	74
Situs	223
Soft Lockbox	127
Soft Springing Lockbox	127
Solvency II	74
South Plains Mall Co-Lender Agreement	174
South Plains Mall Companion Loan	171
South Plains Mall Companion Loan Holders	171
South Plains Mall Mortgage Loan	171

South Plains Mall Whole Loan	171
Special Servicer	228
Special Servicing Fee	242
Special Servicing Fee Rate	242
Specially Serviced Loan	301
Sponsors	121, 199
Springing Cash Management	127
Springing Lockbox	127
Staples	148
Stated Principal Balance	262
Steak N’ Shake Parcel	168
Stone Point	223
Subordinate Companion Loan	173
Tallahassee ROFR	168
Terms and Conditions	282
Third Party Report	122
Trailing 12 NOI	126
Tranche Percentage Interest	256
TRIA	9
TRIPRA	98
Trust Component	256
Trust REMIC	63
Trust REMICs	364
Trustee	220
Trustee/Certificate Administrator Fee	222
Trustee/Certificate Administrator Fee Rate	222
Underwriter Entities	102
Underwritten EGI	128
Underwritten Expenses	127
Underwritten NCF	127
Underwritten NCF DSCR	124
Underwritten Net Cash Flow	127
Underwritten Net Operating Income	128
Underwritten NOI	128
Underwritten Revenues	128
Units	128
Unscheduled Payments	263
Updated Appraisal	324
Upper-Tier Distribution Account	308
Upper-Tier REMIC	63, 364
USTs	141
Volcker Rule	75
Voting Rights	277
WAC Rate	261
Weighted Average Mortgage Loan Rate	128
Wells Fargo	228
Wells Fargo Bank	217
Westin Boston Waterfront Co-Lender Agreement	174
Westin Boston Waterfront Companion Loan	171
Westin Boston Waterfront Companion Loan Holders	171
Westin Boston Waterfront Mortgage Loan	171

380

Westin Boston Waterfront Whole Loan	171, 172
Whole	173
Whole Loan	170
Whole Loan Custodial Account	307
Withheld Amounts	308
Workout Fee	242
Workout Fee Rate	242

Workout-Delayed Reimbursement Amount	307
WTNA	220
YM Group A	267
YM Group B	267
YM Groups	267

381

[THIS PAGE INTENTIONALLY LEFT BLANK]

ANNEX A

STATISTICAL CHARACTERISTICS OF THE MORTGAGE LOANS

[THIS PAGE INTENTIONALLY LEFT BLANK]

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Related Group	Crossed Group	Address	City	State	Zip Code
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	NAP	NAP	590 Madison Avenue	New York	New York	10022
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	NAP	NAP	5702 and 6002 Slide Road	Lubbock	Texas	79414
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	NAP	NAP	425 Summer Street	Boston	Massachusetts	02210
4	Loan	17	CCRE, GSMC	GSMC	Element LA	NAP	NAP	1861-1933 South Bundy Drive and 12333 West Olympic Boulevard	Los Angeles	California	90025; 90064
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	NAP	NAP	4201 Coldwater Road	Fort Wayne	Indiana	46805
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	NAP	NAP
6.01	Property	24			Embassy Suites Concord, NC			5400 John Q Hammons Drive Northwest	Concord	North Carolina	28027
6.02	Property				Embassy Suites Murfreesboro, TN			1200 Conference Center Boulevard	Murfreesboro	Tennessee	37129
6.03	Property				Embassy Suites Norman, OK			2501 Conference Drive	Norman	Oklahoma	73069
6.04	Property				Courtyard by Marriott Dallas/Allen, TX			210 East Stacy Road	Allen	Texas	75002
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ			9495 West Coyotes Boulevard, 6633 North 95th Street, 9460 Coyotes Street and 9494 West Maryland Avenue	Glendale	Arizona	85305
6.06	Property				Embassy Suites Huntsville, AL			800 Monroe Street Southwest	Huntsville	Alabama	35801
6.07	Property				Residence Inn by Marriott Kansas City, MO			10300 North Ambassador Drive	Kansas City	Missouri	64153
7	Loan		GSMC	GSMC	Deerfield Crossing	Group 1	NAP	5181 and 5191 Natorp Boulevard	Mason	Ohio	45040
8	Loan		CCRE	CCRE	Clover Ridge East	NAP	NAP	1445 East Evergreen Drive	Palatine	Illinois	60074
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	NAP	NAP	204 Potters Bluff Drive	Panama City Beach	Florida	32407
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	NAP	NAP
10.01	Property				Mobile			550 Government Street	Mobile	Alabama	36602
10.02	Property				Savannah			8 Southern Oaks Court	Savannah	Georgia	31405
10.03	Property	10			Covington			10155 Eagle Drive	Covington	Georgia	30014
10.04	Property				Nashville			120 Athens Way	Nashville	Tennessee	37228
10.05	Property				Memphis - Midtown			1330 Monroe Avenue	Memphis	Tennessee	38104
10.06	Property				Atlanta			1699 Phoenix Parkway	College Park	Georgia	30349
10.07	Property				Tallahassee			1961 Quail Grove Lane	Tallahassee	Florida	32311
10.08	Property				Elizabethtown			591 Westport Road	Elizabethtown	Kentucky	42701
10.09	Property				Greenville			2805 South Charles Boulevard	Greenville	North Carolina	27858
10.10	Property				Birmingham			1972 Gadsden Highway	Birmingham	Alabama	35235
10.11	Property				Paducah			4730 Village Square Drive	Paducah	Kentucky	42001
10.12	Property				Little Rock			1520 Riverfront Drive	Little Rock	Arkansas	72202
10.13	Property				Huntsville			4970 Research Drive Northwest	Huntsville	Alabama	35805
10.14	Property				Columbus			3577 Bluecutt Road	Columbus	Mississippi	39705
10.15	Property				Memphis - North			3602 Austin Peay Highway	Memphis	Tennessee	38128
10.16	Property				Frankfort			140 Flynn Avenue	Frankfort	Kentucky	40601
10.17	Property				Henderson			858 South Beckford Drive	Henderson	North Carolina	27536
10.18	Property				Gadsden			204 Enterprise Drive	Gadsden	Alabama	35904
10.19	Property				Bessemer			5475 Academy Way	Bessemer	Alabama	35022
10.20	Property				Richmond			1060 Gibson Bay Drive	Richmond	Kentucky	40475
10.21	Property				Tullahoma			717 Kings Lane	Tullahoma	Tennessee	37388
10.22	Property				Fairhope			101 Courthouse Drive	Fairhope	Alabama	36532
10.23	Property				Lawrenceburg			109 East Taylor Street	Lawrenceburg	Tennessee	38464
10.24	Property				Moss Point			6000 Highway 63	Moss Point	Mississippi	39563
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	NAP	NAP	650 Freeman Lane	Grass Valley	California	95949
12	Loan		CCRE	CCRE	Bernal Plaza	NAP	NAP	105-125 Bernal Road	San Jose	California	95119
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	NAP	NAP	5780 Major Boulevard	Orlando	Florida	32819
14	Loan	32	GSMC	GSMC	Lake Forest Place	Group 1	NAP	4445 Lake Forest Drive	Blue Ash	Ohio	45242
15	Loan	11	GSMC	GSMC	East Viking Plaza	NAP	NAP	306-421 Viking Plaza Drive	Cedar Falls	Iowa	50613
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	NAP	NAP	601 Troy Schenectady Road and 801 Loudon Road	Latham	New York	12110

A-1

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Related Group	Crossed Group	Address	City	State	Zip Code
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Group 2	NAP	3001, 3003 and 3171 North President George Bush Turnpike and 1 Naaman Road	Garland	Texas	75040
18	Loan		GSMC	GSMC	Country Creek Commons	NAP	NAP	4820-4978 North Adams Road	Rochester	Michigan	48306
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	NAP	NAP	12030 Copper Way	Charlotte	North Carolina	28277
20	Loan		GSMC	GSMC	TownePlace Suites Redding	NAP	NAP	2180 Larkspur Lane	Redding	California	96002
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	NAP	NAP	18830 Woodfield Road	Gaithersburg	Maryland	20879
22	Loan		CCRE	CCRE	City Plaza I, II & III	NAP	NAP	902, 1205 and 1214 East University Drive	Granger	Indiana	46530
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	NAP	NAP	111 Walkers Village Way	Walkersville	Maryland	21793
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	NAP	NAP	625 Meadow Street	Littleton	New Hampshire	03561
25	Loan		GSMC	GSMC	StorQuest Super Space	NAP	NAP	10815 Double R Boulevard	Reno	Nevada	89521
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	NAP	NAP	955 Carrillo Drive	Los Angeles	California	90048
27	Loan		CCRE	CCRE	Fort Howard Square	Group 3	NAP	410 South Columbia Avenue	Rincon	Georgia	31326
28	Loan		GSMC	GSMC	All Storage Paloma Creek	Group 2	NAP	26740 East University Drive	Little Elm	Texas	76227
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	NAP	NAP	315 Riverside Parkway	Rome	Georgia	30161
30	Loan		CCRE	CCRE	Conyers Crossing	Group 3	NAP	1485-1527 Highway 138 Northeast	Conyers	Georgia	30013
31	Loan	34	CCRE	CCRE	1300 West Belmont	NAP	NAP	1300 West Belmont Avenue	Chicago	Illinois	60657
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Group 2	NAP	1521 North Custer Road	McKinney	Texas	75071
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	NAP	NAP	145 West Pine Street	Ponchatoula	Louisiana	70454
34	Loan		CCRE	CCRE	Newell Apartments	NAP	NAP	19-21, 23, 25 and 27 Caldwell Street	Boston	Massachusetts	02129
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	NAP	NAP	12975 Park Boulevard	Seminole	Florida	33776
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	NAP	NAP
36.01	Property				Bayview Estates			400 South Harkless Drive	Syracuse	Indiana	46567
36.02	Property				Eagles Nest Estates			877 East Highway 6	Ligonier	Indiana	46767
37	Loan		GSMC	GSMC	Fiesta Plaza	NAP	NAP	7520 South Rural Road	Tempe	Arizona	85283
38	Loan		CCRE	CCRE	CVS Homosassa	NAP	NAP	3959 South Suncoast Boulevard	Homosassa	Florida	34448
39	Loan		CCRE	CCRE	Wagon Trail Industrial	NAP	NAP	4255 A-B, 4385 Wagon Trail Avenue	Las Vegas	Nevada	89118

A-2

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	General Property Type	Detailed Property Type	Year Built	Year Renovated	Units, Pads, Rooms, Sq Ft, Beds	Unit Description
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	Office	CBD	1981	2014	1,035,003	SF
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Retail	Super Regional Mall	1972	2015	983,517	SF
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	Hospitality	Full Service	2006	NAP	793	Rooms
4	Loan	17	CCRE, GSMC	GSMC	Element LA	Office	General Suburban	1947, 1949, 1950, 1953	2013-2015	284,037	SF
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	Retail	Super Regional Mall	1966	1998	1,005,604	SF
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio					1,869	Rooms
6.01	Property	24			Embassy Suites Concord, NC	Hospitality	Full Service	2007	NAP	308	Rooms
6.02	Property				Embassy Suites Murfreesboro, TN	Hospitality	Full Service	2008	NAP	283	Rooms
6.03	Property				Embassy Suites Norman, OK	Hospitality	Full Service	2008	NAP	283	Rooms
6.04	Property				Courtyard by Marriott Dallas/Allen, TX	Hospitality	Limited Service	2010	NAP	228	Rooms
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ	Hospitality	Full Service	2007	NAP	320	Rooms
6.06	Property				Embassy Suites Huntsville, AL	Hospitality	Full Service	2006	NAP	295	Rooms
6.07	Property				Residence Inn by Marriott Kansas City, MO	Hospitality	Extended Stay	2007	2015	152	Rooms
7	Loan		GSMC	GSMC	Deerfield Crossing	Office	General Suburban	1999, 2001	NAP	320,802	SF
8	Loan		CCRE	CCRE	Clover Ridge East	Multifamily	Garden	1986	2008-2011	276	Units
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	Multifamily	Garden	2014	NAP	266	Units
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio					409,258	SF
10.01	Property				Mobile	Office	General Suburban	2002	NAP	50,816	SF
10.02	Property				Savannah	Office	General Suburban	2007	NAP	35,938	SF
10.03	Property	10			Covington	Office	General Suburban	2010	NAP	32,543	SF
10.04	Property				Nashville	Office	General Suburban	2009	NAP	18,575	SF
10.05	Property				Memphis - Midtown	Office	General Suburban	2003	NAP	21,250	SF
10.06	Property				Atlanta	Office	General Suburban	2006	NAP	22,100	SF
10.07	Property				Tallahassee	Office	General Suburban	2010	NAP	25,306	SF
10.08	Property				Elizabethtown	Office	General Suburban	2003	NAP	12,215	SF
10.09	Property				Greenville	Office	General Suburban	2003, 2013	NAP	13,775	SF
10.10	Property				Birmingham	Office	General Suburban	2004	NAP	16,544	SF
10.11	Property				Paducah	Office	General Suburban	2008	NAP	23,000	SF
10.12	Property				Little Rock	Office	General Suburban	2002	NAP	23,495	SF
10.13	Property				Huntsville	Office	General Suburban	2008	NAP	13,000	SF
10.14	Property				Columbus	Office	General Suburban	2002	NAP	10,377	SF
10.15	Property				Memphis - North	Office	General Suburban	2005	NAP	12,545	SF
10.16	Property				Frankfort	Office	General Suburban	2004	NAP	14,124	SF
10.17	Property				Henderson	Office	General Suburban	2004, 2013	NAP	8,668	SF
10.18	Property				Gadsden	Office	General Suburban	2007	NAP	10,000	SF
10.19	Property				Bessemer	Office	General Suburban	2007	NAP	8,600	SF
10.20	Property				Richmond	Office	General Suburban	2002	NAP	7,189	SF
10.21	Property				Tullahoma	Office	General Suburban	2002	NAP	8,280	SF
10.22	Property				Fairhope	Office	General Suburban	2002	NAP	7,587	SF
10.23	Property				Lawrenceburg	Office	General Suburban	2001	NAP	6,260	SF
10.24	Property				Moss Point	Office	General Suburban	2001	NAP	7,071	SF
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	Retail	Anchored	1988	2005	216,683	SF
12	Loan		CCRE	CCRE	Bernal Plaza	Retail	Anchored	1999-2001	2003	139,559	SF
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	Hospitality	Full Service	1972	2007-2008	742	Rooms
14	Loan	32	GSMC	GSMC	Lake Forest Place	Office	General Suburban	1985	NAP	217,887	SF
15	Loan	11	GSMC	GSMC	East Viking Plaza	Retail	Anchored	2009-2015	NAP	147,655	SF
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Retail	Anchored	1996	NAP	100,726	SF

A-3

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	General Property Type	Detailed Property Type	Year Built	Year Renovated	Units, Pads, Rooms, Sq Ft, Beds	Unit Description
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Retail	Anchored	2007	NAP	120,421	SF
18	Loan		GSMC	GSMC	Country Creek Commons	Retail	Anchored	1999	NAP	130,412	SF
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	Hospitality	Extended Stay	2014	NAP	117	Rooms
20	Loan		GSMC	GSMC	TownePlace Suites Redding	Hospitality	Extended Stay	2012-2013	NAP	101	Rooms
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	Self Storage	Self Storage	2000-2001	NAP	60,857	SF
22	Loan		CCRE	CCRE	City Plaza I, II & III	Retail	Unanchored	2005-2009	NAP	80,482	SF
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	Retail	Anchored	1986	NAP	73,575	SF
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	Retail	Single Tenant Retail	2001	NAP	54,985	SF
25	Loan		GSMC	GSMC	StorQuest Super Space	Self Storage	Self Storage	2005	NAP	99,058	SF
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	Office	Medical	1990	NAP	22,568	SF
27	Loan		CCRE	CCRE	Fort Howard Square	Retail	Anchored	1986	2007	113,652	SF
28	Loan		GSMC	GSMC	All Storage Paloma Creek	Self Storage	Self Storage	2009	2013	152,875	SF
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Retail	Unanchored	2007	NAP	30,747	SF
30	Loan		CCRE	CCRE	Conyers Crossing	Retail	Anchored	1978	NAP	170,475	SF
31	Loan	34	CCRE	CCRE	1300 West Belmont	Office	General Suburban	1916	2004	30,710	SF
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Retail	Shadow Anchored	2007	NAP	37,616	SF
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	Retail	Anchored	1977	NAP	72,747	SF
34	Loan		CCRE	CCRE	Newell Apartments	Multifamily	Garden	2014	NAP	10	Units
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	Retail	Anchored	1996	2003	66,656	SF
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio					304	Pads
36.01	Property				Bayview Estates	Manufactured Housing	Manufactured Housing	1974	NAP	175	Pads
36.02	Property				Eagles Nest Estates	Manufactured Housing	Manufactured Housing	1970	NAP	129	Pads
37	Loan		GSMC	GSMC	Fiesta Plaza	Retail	Unanchored	1985	NAP	32,400	SF
38	Loan		CCRE	CCRE	CVS Homosassa	Retail	Single Tenant Retail	2003	NAP	13,813	SF
39	Loan		CCRE	CCRE	Wagon Trail Industrial	Industrial	Flex	2005	NAP	22,700	SF

A-4

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Loan Per Unit ($)	Ownership Interest	Original Balance ($)	Cut-off Date Balance ($)	Allocated Cut-off Date Loan Amount ($)	% of Initial Pool Balance	Balloon Balance ($)	Mortgage Loan Rate (%)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	356.87	Fee Simple	100,000,000	100,000,000	100,000,000	12.2%	100,000,000	3.81500%
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	203.35	Fee Simple	70,000,000	70,000,000	70,000,000	8.5%	70,000,000	4.22050%
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	258,511.98	Leasehold	70,000,000	70,000,000	70,000,000	8.5%	56,319,448	4.35800%
4	Loan	17	CCRE, GSMC	GSMC	Element LA	591.47	Fee Simple	70,000,000	70,000,000	70,000,000	8.53%	70,000,000	4.59300%
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	161.10	Fee Simple	60,000,000	60,000,000	60,000,000	7.3%	50,925,358	4.27150%
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	133,881.92		45,250,000	45,146,314	45,146,314	5.5%	37,148,571	4.95350%
6.01	Property	24			Embassy Suites Concord, NC		Fee Simple/Leasehold			11,252,377
6.02	Property				Embassy Suites Murfreesboro, TN		Fee Simple			9,135,468
6.03	Property				Embassy Suites Norman, OK		Fee Simple			7,076,523
6.04	Property				Courtyard by Marriott Dallas/Allen, TX		Fee Simple			5,617,711
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ		Fee Simple/Leasehold			5,406,260
6.06	Property				Embassy Suites Huntsville, AL		Leasehold			4,561,434
6.07	Property				Residence Inn by Marriott Kansas City, MO		Fee Simple			2,096,541
7	Loan		GSMC	GSMC	Deerfield Crossing	99.59	Fee Simple	31,950,000	31,950,000	31,950,000	3.9%	27,967,131	4.49900%
8	Loan		CCRE	CCRE	Clover Ridge East	114,130.43	Fee Simple	31,500,000	31,500,000	31,500,000	3.8%	28,988,190	4.86200%
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	117,293.23	Fee Simple	31,200,000	31,200,000	31,200,000	3.8%	28,581,600	4.56900%
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	133.82		27,384,375	27,384,375	27,384,375	3.3%	23,053,163	4.90600%
10.01	Property				Mobile		Fee Simple			3,787,500
10.02	Property				Savannah		Fee Simple			3,075,000
10.03	Property	10			Covington		Fee Simple			2,100,000
10.04	Property				Nashville		Fee Simple			1,687,500
10.05	Property				Memphis - Midtown		Fee Simple			1,425,000
10.06	Property				Atlanta		Fee Simple			1,312,500
10.07	Property				Tallahassee		Fee Simple			1,181,250
10.08	Property				Elizabethtown		Fee Simple			1,162,500
10.09	Property				Greenville		Fee Simple			1,087,500
10.10	Property				Birmingham		Fee Simple			1,012,500
10.11	Property				Paducah		Fee Simple			975,000
10.12	Property				Little Rock		Fee Simple			956,250
10.13	Property				Huntsville		Fee Simple			918,750
10.14	Property				Columbus		Fee Simple			900,000
10.15	Property				Memphis - North		Fee Simple			787,500
10.16	Property				Frankfort		Fee Simple			787,500
10.17	Property				Henderson		Fee Simple			675,000
10.18	Property				Gadsden		Fee Simple			637,500
10.19	Property				Bessemer		Fee Simple			543,750
10.20	Property				Richmond		Fee Simple			543,750
10.21	Property				Tullahoma		Fee Simple			525,000
10.22	Property				Fairhope		Fee Simple			525,000
10.23	Property				Lawrenceburg		Fee Simple			468,750
10.24	Property				Moss Point		Fee Simple			309,375
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	119.53	Fee Simple	25,900,000	25,900,000	25,900,000	3.2%	25,900,000	4.31000%
12	Loan		CCRE	CCRE	Bernal Plaza	171.97	Fee Simple	24,000,000	24,000,000	24,000,000	2.9%	24,000,000	4.30050%
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	68,658.38	Fee Simple	19,500,000	19,478,787	19,478,787	2.4%	15,981,555	4.90000%
14	Loan	32	GSMC	GSMC	Lake Forest Place	85.41	Fee Simple	18,610,000	18,610,000	18,610,000	2.3%	16,290,088	4.49900%
15	Loan	11	GSMC	GSMC	East Viking Plaza	115.13	Fee Simple	17,000,000	17,000,000	17,000,000	2.1%	14,497,587	4.44650%
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	152.89	Fee Simple/Leasehold	15,400,000	15,400,000	15,400,000	1.9%	13,296,685	4.91650%

A-5

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Loan Per Unit ($)	Ownership Interest	Original Balance ($)	Cut-off Date Balance ($)	Allocated Cut-off Date Loan Amount ($)	% of Initial Pool Balance	Balloon Balance ($)	Mortgage Loan Rate (%)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	120.41	Fee Simple	14,500,000	14,500,000	14,500,000	1.8%	11,493,716	3.94000%
18	Loan		GSMC	GSMC	Country Creek Commons	103.39	Fee Simple	13,500,000	13,483,353	13,483,353	1.6%	10,858,119	4.34700%
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	102,208.12	Fee Simple	12,000,000	11,958,350	11,958,350	1.5%	8,824,290	4.55000%
20	Loan		GSMC	GSMC	TownePlace Suites Redding	108,118.81	Fee Simple	10,920,000	10,920,000	10,920,000	1.3%	8,906,375	4.75650%
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	147.89	Fee Simple	9,000,000	9,000,000	9,000,000	1.1%	7,944,943	4.87100%
22	Loan		CCRE	CCRE	City Plaza I, II & III	102.51	Fee Simple	8,250,000	8,250,000	8,250,000	1.0%	6,738,510	4.80000%
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	104.66	Fee Simple	7,700,000	7,700,000	7,700,000	0.9%	7,034,976	4.40300%
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	136.40	Fee Simple	7,500,000	7,500,000	7,500,000	0.9%	6,121,726	4.77950%
25	Loan		GSMC	GSMC	StorQuest Super Space	75.51	Fee Simple	7,480,000	7,480,000	7,480,000	0.9%	6,857,619	4.62000%
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	321.25	Fee Simple	7,250,000	7,250,000	7,250,000	0.9%	7,250,000	4.81550%
27	Loan		CCRE	CCRE	Fort Howard Square	62.47	Fee Simple	7,100,000	7,100,000	7,100,000	0.9%	7,100,000	4.57250%
28	Loan		GSMC	GSMC	All Storage Paloma Creek	45.79	Fee Simple	7,000,000	7,000,000	7,000,000	0.9%	5,558,766	3.99000%
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	214.66	Fee Simple	6,600,000	6,600,000	6,600,000	0.8%	5,355,506	4.60500%
30	Loan		CCRE	CCRE	Conyers Crossing	34.96	Fee Simple	5,960,000	5,960,000	5,960,000	0.7%	5,960,000	4.67100%
31	Loan	34	CCRE	CCRE	1300 West Belmont	182.35	Fee Simple	5,600,000	5,600,000	5,600,000	0.7%	4,719,918	4.94700%
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	146.21	Fee Simple	5,500,000	5,500,000	5,500,000	0.7%	4,375,495	4.04000%
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	70.03	Fee Simple	5,100,000	5,094,593	5,094,593	0.6%	4,194,927	5.01000%
34	Loan		CCRE	CCRE	Newell Apartments	490,000.00	Fee Simple	4,900,000	4,900,000	4,900,000	0.6%	4,223,809	4.85450%
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	68.26	Fee Simple	4,550,000	4,550,000	4,550,000	0.6%	4,550,000	4.53450%
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	13,815.79		4,200,000	4,200,000	4,200,000	0.5%	3,426,848	4.76800%
36.01	Property				Bayview Estates		Fee Simple			3,440,000
36.02	Property				Eagles Nest Estates		Fee Simple			760,000
37	Loan		GSMC	GSMC	Fiesta Plaza	115.43	Fee Simple	3,740,000	3,740,000	3,740,000	0.5%	3,266,350	4.40000%
38	Loan		CCRE	CCRE	CVS Homosassa	217.19	Fee Simple	3,000,000	3,000,000	3,000,000	0.4%	2,417,222	4.40000%
39	Loan		CCRE	CCRE	Wagon Trail Industrial	77.01	Fee Simple	1,750,000	1,748,160	1,748,160	0.2%	1,441,057	5.04450%

A-6

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Administrative Fee Rate (%) (1)	Net Mortgage Loan Rate (%)	Monthly Debt Service ($) (2)	Annual Debt Service ($)	Pari Passu Companion Loan Monthly Debt Service ($)	Pari Passu Companion Loan Annual Debt Service ($)	Amortization Type
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	0.01102%	3.80398%	322,332.18	3,867,986.16	868,253.29	10,419,039.48	Interest Only
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	0.01102%	4.20948%	249,615.22	2,995,382.64	463,571.12	5,562,853.44	Interest Only
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	0.01102%	4.34698%	348,798.14	4,185,577.68	672,682.14	8,072,185.68	Amortizing
4	Loan	17	CCRE, GSMC	GSMC	Element LA	0.01102%	4.58198%	271,646.18	3,259,754.16	380,304.65	4,563,655.81	Interest Only
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	0.01102%	4.26048%	295,919.63	3,551,035.56	503,063.37	6,036,760.44	Interest Only, Then Amortizing
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	0.01102%	4.94248%	241,627.46	2,899,529.52	1,097,602.76	13,171,233.12	Amortizing
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	0.01102%	4.48798%	161,866.97	1,942,403.64			Interest Only, Then Amortizing
8	Loan		CCRE	CCRE	Clover Ridge East	0.03102%	4.83098%	166,452.12	1,997,425.44			Interest Only, Then Amortizing
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	0.01102%	4.55798%	159,367.53	1,912,410.36			Interest Only, Then Amortizing
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	0.02852%	4.87748%	145,436.08	1,745,232.96	145,436.08	1,745,232.96	Interest Only, Then Amortizing
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	0.01102%	4.29898%	94,316.17	1,131,794.04			Interest Only
12	Loan		CCRE	CCRE	Bernal Plaza	0.03102%	4.26948%	87,204.58	1,046,454.96			Interest Only
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	0.01102%	4.88898%	103,491.71	1,241,900.52	167,178.92	2,006,147.04	Amortizing
14	Loan	32	GSMC	GSMC	Lake Forest Place	0.01102%	4.48798%	94,283.08	1,131,396.96			Interest Only, Then Amortizing
15	Loan	11	GSMC	GSMC	East Viking Plaza	0.01102%	4.43548%	85,596.94	1,027,163.28			Interest Only, Then Amortizing
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	0.03102%	4.88548%	81,886.43	982,637.16			Interest Only, Then Amortizing

A-7

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Administrative Fee Rate (%) (1)	Net Mortgage Loan Rate (%)	Monthly Debt Service ($) (2)	Annual Debt Service ($)	Pari Passu Companion Loan Monthly Debt Service ($)	Pari Passu Companion Loan Annual Debt Service ($)	Amortization Type
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	0.01102%	3.92898%	68,724.59	824,695.08			Amortizing
18	Loan		GSMC	GSMC	Country Creek Commons	0.05852%	4.28848%	67,180.74	806,168.88			Amortizing
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	0.05852%	4.49148%	67,040.92	804,491.04			Amortizing
20	Loan		GSMC	GSMC	TownePlace Suites Redding	0.05852%	4.69798%	57,006.68	684,080.16			Amortizing
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	0.01102%	4.85998%	47,606.89	571,282.68			Interest Only, Then Amortizing
22	Loan		CCRE	CCRE	City Plaza I, II & III	0.03102%	4.76898%	43,284.89	519,418.68			Amortizing
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	0.04852%	4.35448%	38,572.24	462,866.88			Interest Only, Then Amortizing
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	0.03102%	4.74848%	39,257.02	471,084.24			Amortizing
25	Loan		GSMC	GSMC	StorQuest Super Space	0.01102%	4.60898%	38,435.26	461,223.12			Interest Only, Then Amortizing
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	0.02102%	4.79448%	29,497.72	353,972.64			Interest Only
27	Loan		CCRE	CCRE	Fort Howard Square	0.03102%	4.54148%	27,429.71	329,156.52			Interest Only
28	Loan		GSMC	GSMC	All Storage Paloma Creek	0.01102%	3.97898%	33,378.73	400,544.76			Amortizing
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	0.01102%	4.59398%	33,854.25	406,251.00			Amortizing
30	Loan		CCRE	CCRE	Conyers Crossing	0.03102%	4.63998%	23,521.51	282,258.12			Interest Only
31	Loan	34	CCRE	CCRE	1300 West Belmont	0.03102%	4.91598%	29,880.88	358,570.56			Interest Only, Then Amortizing
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	0.01102%	4.02898%	26,384.83	316,617.96			Amortizing
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	0.03102%	4.97898%	27,409.08	328,908.96			Amortizing
34	Loan		CCRE	CCRE	Newell Apartments	0.03102%	4.82348%	25,870.27	310,443.24			Interest Only, Then Amortizing
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	0.07852%	4.45598%	17,432.11	209,185.32			Interest Only
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	0.03102%	4.73698%	21,954.78	263,457.36			Amortizing
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	0.07852%	4.32148%	18,728.46	224,741.52			Interest Only, Then Amortizing
38	Loan		CCRE	CCRE	CVS Homosassa	0.03102%	4.36898%	15,022.83	180,273.96			Amortizing
39	Loan		CCRE	CCRE	Wagon Trail Industrial	0.03102%	5.01348%	9,442.03	113,304.36			Amortizing

A-8

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Interest Accrual Method	Seasoning	Original Interest-Only Period (Mos.)	Remaining Interest-Only Period (Mos.)	Original Term To Maturity (Mos.)	Remaining Term To Maturity (Mos.)	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	Actual/360	1	120	119	120	119	0	0
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Actual/360	0	120	120	120	120	0	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	Actual/360	0	0	0	120	120	360	360
4	Loan	17	CCRE, GSMC	GSMC	Element LA	Actual/360	0	120	120	120	120	0	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	Actual/360	0	24	24	120	120	360	360
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	Actual/360	2	0	0	120	118	360	358
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	Actual/360	2	36	34	120	118	360	360
8	Loan		CCRE	CCRE	Clover Ridge East	Actual/360	0	60	60	120	120	360	360
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	Actual/360	1	60	59	120	119	360	360
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	Actual/360	0	12	12	120	120	360	360
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	Actual/360	0	120	120	120	120	0	0
12	Loan		CCRE	CCRE	Bernal Plaza	Actual/360	0	120	120	120	120	0	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	Actual/360	1	0	0	120	119	360	359
14	Loan	32	GSMC	GSMC	Lake Forest Place	Actual/360	2	36	34	120	118	360	360
15	Loan	11	GSMC	GSMC	East Viking Plaza	Actual/360	0	24	24	120	120	360	360
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Actual/360	1	24	23	120	119	360	360

A-9

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Interest Accrual Method	Seasoning	Original Interest-Only Period (Mos.)	Remaining Interest-Only Period (Mos.)	Original Term To Maturity (Mos.)	Remaining Term To Maturity (Mos.)	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Actual/360	0	0	0	120	120	360	360
18	Loan		GSMC	GSMC	Country Creek Commons	Actual/360	1	0	0	120	119	360	359
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	Actual/360	2	0	0	120	118	300	298
20	Loan		GSMC	GSMC	TownePlace Suites Redding	Actual/360	0	0	0	120	120	360	360
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	Actual/360	1	36	35	120	119	360	360
22	Loan		CCRE	CCRE	City Plaza I, II & III	Actual/360	0	0	0	120	120	360	360
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	Actual/360	1	60	59	120	119	360	360
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	Actual/360	0	0	0	120	120	360	360
25	Loan		GSMC	GSMC	StorQuest Super Space	Actual/360	0	60	60	120	120	360	360
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	Actual/360	0	120	120	120	120	0	0
27	Loan		CCRE	CCRE	Fort Howard Square	Actual/360	1	120	119	120	119	0	0
28	Loan		GSMC	GSMC	All Storage Paloma Creek	Actual/360	0	0	0	120	120	360	360
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Actual/360	0	0	0	120	120	360	360
30	Loan		CCRE	CCRE	Conyers Crossing	Actual/360	1	120	119	120	119	0	0
31	Loan	34	CCRE	CCRE	1300 West Belmont	Actual/360	0	12	12	120	120	360	360
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Actual/360	0	0	0	120	120	360	360
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	Actual/360	1	0	0	120	119	360	359
34	Loan		CCRE	CCRE	Newell Apartments	Actual/360	0	24	24	120	120	360	360
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	Actual/360	0	120	120	120	120	0	0
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	Actual/360	0	0	0	120	120	360	360
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	Actual/360	1	36	35	120	119	360	360
38	Loan		CCRE	CCRE	CVS Homosassa	Actual/360	0	0	0	120	120	360	360
39	Loan		CCRE	CCRE	Wagon Trail Industrial	Actual/360	1	0	0	120	119	360	359

A-10

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Origination Date

Due Date

First Due Date

Last IO Due Date

First P&I Due Date

Maturity Date

ARD (Yes / No)

1

Loan

8, 9, 10

GSMC

GSMC

590 Madison Avenue

9/23/2015

1

11/1/2015

10/6/2025

10/6/2025

No

2

Loan

11, 12, 13

GSMC

GSMC

South Plains Mall

10/23/2015

6

12/6/2015

11/6/2025

11/6/2025

No

3

Loan

11, 14, 15, 16

GSMC

GSMC

Westin Boston Waterfront

10/27/2015

6

12/6/2015

12/6/2015

11/6/2025

No

4

Loan

17

CCRE, GSMC

GSMC

Element LA

10/9/2015

6

12/6/2015

11/6/2025

11/6/2025

No

5

Loan

11, 18, 19

GSMC

GSMC

Glenbrook Square

10/20/2015

6

12/6/2015

11/6/2017

12/6/2017

11/6/2025

No

6

Loan

11, 20, 21, 22, 23

GSMC

GSMC

Hammons Hotel Portfolio

8/13/2015

6

10/6/2015

10/6/2015

9/6/2025

No

6.01

Property

24

Embassy Suites Concord, NC

6.02

Property

Embassy Suites Murfreesboro, TN

6.03

Property

Embassy Suites Norman, OK

6.04

Property

Courtyard by Marriott Dallas/Allen, TX

6.05

Property

25

Renaissance by Marriott Phoenix/Glendale, AZ

6.06

Property

Embassy Suites Huntsville, AL

6.07

Property

Residence Inn by Marriott Kansas City, MO

7

Loan

GSMC

GSMC

Deerfield Crossing

8/21/2015

6

10/6/2015

9/6/2018

10/6/2018

9/6/2025

No

8

Loan

CCRE

CCRE

Clover Ridge East

10/27/2015

6

12/6/2015

11/6/2020

12/6/2020

11/6/2025

No

9

Loan

GSCRE

GSMC

Edgewater Crossing Apartments

10/2/2015

6

11/6/2015

10/6/2020

11/6/2020

10/6/2025

No

10

Loan

26, 27

GSMC

GSMC

GSA Portfolio

10/13/2015

6

12/6/2015

11/6/2016

12/6/2016

11/6/2025

No

10.01

Property

Mobile

10.02

Property

Savannah

10.03

Property

10

Covington

10.04

Property

Nashville

10.05

Property

Memphis - Midtown

10.06

Property

Atlanta

10.07

Property

Tallahassee

10.08

Property

Elizabethtown

10.09

Property

Greenville

10.10

Property

Birmingham

10.11

Property

Paducah

10.12

Property

Little Rock

10.13

Property

Huntsville

10.14

Property

Columbus

10.15

Property

Memphis - North

10.16

Property

Frankfort

10.17

Property

Henderson

10.18

Property

Gadsden

10.19

Property

Bessemer

10.20

Property

Richmond

10.21

Property

Tullahoma

10.22

Property

Fairhope

10.23

Property

Lawrenceburg

10.24

Property

Moss Point

11

Loan

11

GSMC

GSMC

Pine Creek Shopping Center

10/26/2015

6

12/6/2015

11/6/2025

11/6/2025

No

12

Loan

CCRE

CCRE

Bernal Plaza

10/15/2015

6

12/6/2015

11/6/2025

11/6/2025

No

13

Loan

11, 28, 29, 30, 31

GSMC

GSMC

DoubleTree Hotel Universal

9/10/2015

6

11/6/2015

11/6/2015

10/6/2025

No

14

Loan

32

GSMC

GSMC

Lake Forest Place

8/21/2015

6

10/6/2015

9/6/2018

10/6/2018

9/6/2025

No

15

Loan

11

GSMC

GSMC

East Viking Plaza

10/9/2015

6

12/6/2015

11/6/2017

12/6/2017

11/6/2025

No

16

Loan

CCRE

CCRE

Latham Crossing & Crossroads Plaza

10/1/2015

6

11/6/2015

10/6/2017

11/6/2017

10/6/2025

No

A-11

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Origination Date

Due Date

First Due Date

Last IO Due Date

First P&I Due Date

Maturity Date

ARD (Yes / No)

17

Loan

GSMC

GSMC

Firewheel Plaza Shopping Center

10/16/2015

6

12/6/2015

12/6/2015

11/6/2025

No

18

Loan

GSMC

GSMC

Country Creek Commons

9/30/2015

6

11/6/2015

11/6/2015

10/6/2025

No

19

Loan

11

GSMC

GSMC

Homewood Suites Charlotte

8/25/2015

6

10/6/2015

10/6/2015

9/6/2025

No

20

Loan

GSMC

GSMC

TownePlace Suites Redding

10/8/2015

6

12/6/2015

12/6/2015

11/6/2025

No

21

Loan

GSMC

GSMC

Extra Space Storage Gaithersburg

10/1/2015

6

11/6/2015

10/6/2018

11/6/2018

10/6/2025

No

22

Loan

CCRE

CCRE

City Plaza I, II & III

10/26/2015

6

12/6/2015

12/6/2015

11/6/2025

No

23

Loan

GSMC

GSMC

Walkers Village Shopping Center

10/2/2015

6

11/6/2015

10/6/2020

11/6/2020

10/6/2025

No

24

Loan

CCRE

CCRE

Shaw’s Littleton, NH

10/14/2015

6

12/6/2015

12/6/2015

11/6/2025

No

25

Loan

GSMC

GSMC

StorQuest Super Space

10/28/2015

6

12/6/2015

11/6/2020

12/6/2020

11/6/2025

No

26

Loan

CCRE

CCRE

Carthay Circle Garden Plaza

10/22/2015

6

12/6/2015

11/6/2025

11/6/2025

No

27

Loan

CCRE

CCRE

Fort Howard Square

9/30/2015

6

11/6/2015

10/6/2025

10/6/2025

No

28

Loan

GSMC

GSMC

All Storage Paloma Creek

10/13/2015

6

12/6/2015

12/6/2015

11/6/2025

No

29

Loan

33

GSMC

GSMC

Riverwalk Shopping Center

10/28/2015

6

12/6/2015

12/6/2015

11/6/2025

No

30

Loan

CCRE

CCRE

Conyers Crossing

9/30/2015

6

11/6/2015

10/6/2025

10/6/2025

No

31

Loan

34

CCRE

CCRE

1300 West Belmont

10/27/2015

6

12/6/2015

11/6/2016

12/6/2016

11/6/2025

No

32

Loan

11

GSMC

GSMC

Shops at Eagle Point

10/26/2015

6

12/6/2015

12/6/2015

11/6/2025

No

33

Loan

35

CCRE

CCRE

Berryland Shopping Center

9/22/2015

6

11/6/2015

11/6/2015

10/6/2025

No

34

Loan

CCRE

CCRE

Newell Apartments

10/19/2015

6

12/6/2015

11/6/2017

12/6/2017

11/6/2025

No

35

Loan

GSMC

GSMC

Park Plaza Shopping Center

10/23/2015

6

12/6/2015

11/6/2025

11/6/2025

No

36

Loan

CCRE

CCRE

Farrell-Roeh MHC Portfolio

10/28/2015

6

12/6/2015

12/6/2015

11/6/2025

No

36.01

Property

Bayview Estates

36.02

Property

Eagles Nest Estates

37

Loan

GSMC

GSMC

Fiesta Plaza

10/1/2015

6

11/6/2015

10/6/2018

11/6/2018

10/6/2025

No

38

Loan

CCRE

CCRE

CVS Homosassa

10/21/2015

6

12/6/2015

12/6/2015

11/6/2025

No

39

Loan

CCRE

CCRE

Wagon Trail Industrial

10/1/2015

6

11/6/2015

11/6/2015

10/6/2025

No

A-12

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Final Maturity Date	Grace Period- Late Fee	Grace Period- Default
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue		5	Later to occur of two business days following receipt of written notice or 5 days
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall		5	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront		3 days grace, once per trailing 12-month period	3 days grace, once per trailing 12-month period
4	Loan	17	CCRE, GSMC	GSMC	Element LA		2	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square		0	3 days grace, one time during the term of the loan, other than the payment due on the Maturity Date
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio		0	0
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing		0	0
8	Loan		CCRE	CCRE	Clover Ridge East		0	0
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments		0	0
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio		0	0
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center		0	0
12	Loan		CCRE	CCRE	Bernal Plaza		0	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal		0	0
14	Loan	32	GSMC	GSMC	Lake Forest Place		0	0
15	Loan	11	GSMC	GSMC	East Viking Plaza		0	0
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza		0	0

A-13

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Final Maturity Date	Grace Period- Late Fee	Grace Period- Default
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center		0	0
18	Loan		GSMC	GSMC	Country Creek Commons		0	0
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte		15	0
20	Loan		GSMC	GSMC	TownePlace Suites Redding		0	0
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg		0	0
22	Loan		CCRE	CCRE	City Plaza I, II & III		0	0
23	Loan		GSMC	GSMC	Walkers Village Shopping Center		0	0
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH		0	0
25	Loan		GSMC	GSMC	StorQuest Super Space		0	0
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza		0	0
27	Loan		CCRE	CCRE	Fort Howard Square		0	0
28	Loan		GSMC	GSMC	All Storage Paloma Creek		0	0
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center		5 days grace, once per calendar year	0
30	Loan		CCRE	CCRE	Conyers Crossing		0	0
31	Loan	34	CCRE	CCRE	1300 West Belmont		0	0
32	Loan	11	GSMC	GSMC	Shops at Eagle Point		0	0
33	Loan	35	CCRE	CCRE	Berryland Shopping Center		0	0
34	Loan		CCRE	CCRE	Newell Apartments		0	0
35	Loan		GSMC	GSMC	Park Plaza Shopping Center		0	0
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio		0	0
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza		0	0
38	Loan		CCRE	CCRE	CVS Homosassa		0	0
39	Loan		CCRE	CCRE	Wagon Trail Industrial		0	0

A-14

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Prepayment Provision (3)	2012 EGI ($)	2012 Expenses ($)	2012 NOI ($)	2013 EGI ($)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	Lockout/0_>YM or 1%/25_Defeasance or >YM or 1%/88_0%/7	97,021,048	39,451,731	57,569,317	99,075,588
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Lockout/24_>YM or 1%/92_0%/4	22,750,319	7,183,616	15,566,703	24,226,187
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	Lockout/24_Defeasance/92_0%/4	72,798,497	55,676,392	17,122,105	76,074,555
4	Loan	17	CCRE, GSMC	GSMC	Element LA	Lockout/3_>YM or 1%/113_0%/4	N/A	N/A	N/A	N/A
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	Lockout/24_Defeasance/92_0%/4	23,460,992	9,133,988	14,327,004	22,896,113
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	Lockout/26_Defeasance/90_0%/4	92,396,782	65,109,709	27,287,073	97,727,685
6.01	Property	24			Embassy Suites Concord, NC		21,507,773	13,910,582	7,597,191	21,993,910
6.02	Property				Embassy Suites Murfreesboro, TN		15,666,374	9,897,067	5,769,307	17,379,671
6.03	Property				Embassy Suites Norman, OK		13,909,748	10,264,220	3,645,528	15,341,156
6.04	Property				Courtyard by Marriott Dallas/Allen, TX		8,783,575	5,670,326	3,113,249	9,352,489
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ		17,712,531	14,953,077	2,759,454	18,670,171
6.06	Property				Embassy Suites Huntsville, AL		10,612,656	7,283,540	3,329,116	10,310,602
6.07	Property				Residence Inn by Marriott Kansas City, MO		4,204,125	3,130,897	1,073,228	4,679,686
7	Loan		GSMC	GSMC	Deerfield Crossing	Lockout/26_Defeasance/90_0%/4	5,970,861	2,946,715	3,024,146	5,919,366
8	Loan		CCRE	CCRE	Clover Ridge East	Lockout/24_Defeasance/92_0%/4	3,656,986	1,538,513	2,118,473	3,821,025
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	Lockout/25_Defeasance/91_0%/4	N/A	N/A	N/A	N/A
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	Lockout/24_Defeasance/92_0%/4	8,951,605	2,865,752	6,085,854	8,940,972
10.01	Property				Mobile		1,338,665	345,431	993,234	1,274,434
10.02	Property				Savannah		954,615	232,973	721,642	917,968
10.03	Property	10			Covington		676,556	151,380	525,177	686,868
10.04	Property				Nashville		551,825	131,221	420,604	557,210
10.05	Property				Memphis - Midtown		417,667	164,556	253,111	425,642
10.06	Property				Atlanta		498,533	163,521	335,012	470,260
10.07	Property				Tallahassee		477,651	179,111	298,540	485,745
10.08	Property				Elizabethtown		229,219	66,668	162,551	272,178
10.09	Property				Greenville		202,193	56,502	145,690	246,303
10.10	Property				Birmingham		307,204	116,392	190,812	308,032
10.11	Property				Paducah		368,999	99,282	269,717	369,943
10.12	Property				Little Rock		466,865	221,577	245,288	400,467
10.13	Property				Huntsville		318,781	89,519	229,262	311,951
10.14	Property				Columbus		249,396	94,418	154,979	270,493
10.15	Property				Memphis - North		265,868	112,297	153,571	266,682
10.16	Property				Frankfort		270,793	79,881	190,911	254,005
10.17	Property				Henderson		162,327	70,672	91,655	163,273
10.18	Property				Gadsden		250,335	76,340	173,996	219,670
10.19	Property				Bessemer		208,471	71,636	136,835	198,584
10.20	Property				Richmond		115,939	54,027	61,912	191,272
10.21	Property				Tullahoma		177,007	73,157	103,850	177,908
10.22	Property				Fairhope		154,940	67,768	87,172	155,143
10.23	Property				Lawrenceburg		135,927	56,587	79,340	162,715
10.24	Property				Moss Point		151,830	90,837	60,993	154,225
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	Lockout/24_Defeasance/92_0%/4	3,204,543	914,475	2,290,068	3,365,868
12	Loan		CCRE	CCRE	Bernal Plaza	Lockout/24_>YM or 1%/92_0%/4	3,390,834	922,584	2,468,250	3,440,923
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	Lockout/25_Defeasance/91_0%/4	N/A	N/A	N/A	24,950,471
14	Loan	32	GSMC	GSMC	Lake Forest Place	Lockout/26_Defeasance/90_0%/4	2,843,107	1,761,517	1,081,590	3,428,667
15	Loan	11	GSMC	GSMC	East Viking Plaza	Lockout/24_Defeasance/91_0%/5	N/A	N/A	N/A	N/A
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Lockout/25_Defeasance/92_0%/3	1,978,409	516,877	1,461,532	1,977,749

A-15

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Prepayment Provision (3)	2012 EGI ($)	2012 Expenses ($)	2012 NOI ($)	2013 EGI ($)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Lockout/24_Defeasance/92_0%/4	N/A	N/A	N/A	2,360,832
18	Loan		GSMC	GSMC	Country Creek Commons	Lockout/25_Defeasance/91_0%/4	2,067,651	540,437	1,527,214	2,081,846
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	Lockout/26_Defeasance/90_0%/4	N/A	N/A	N/A	N/A
20	Loan		GSMC	GSMC	TownePlace Suites Redding	Lockout/24_Defeasance/92_0%/4	N/A	N/A	N/A	2,208,762
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	Lockout/25_Defeasance/91_0%/4	925,953	374,256	551,697	949,231
22	Loan		CCRE	CCRE	City Plaza I, II & III	Lockout/24_Defeasance/93_0%/3	1,003,106	429,248	573,858	1,016,770
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	Lockout/25_Defeasance/91_0%/4	1,137,079	292,360	844,720	1,188,362
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	Lockout/24_Defeasance/93_0%/3	698,768	15,923	682,845	701,058
25	Loan		GSMC	GSMC	StorQuest Super Space	Lockout/24_Defeasance/92_0%/4	821,978	287,196	534,782	880,203
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	Lockout/24_Defeasance/92_0%/4	844,598	311,304	533,295	785,922
27	Loan		CCRE	CCRE	Fort Howard Square	Lockout/25_Defeasance/90_0%/5	1,031,569	241,938	789,631	1,046,156
28	Loan		GSMC	GSMC	All Storage Paloma Creek	Lockout/24_Defeasance/92_0%/4	690,971	394,066	296,905	901,964
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Lockout/24_Defeasance/92_0%/4	892,517	241,487	651,030	915,994
30	Loan		CCRE	CCRE	Conyers Crossing	Lockout/25_Defeasance/90_0%/5	1,244,157	314,712	929,445	1,244,560
31	Loan	34	CCRE	CCRE	1300 West Belmont	Lockout/24_Defeasance/93_0%/3	842,833	290,289	552,545	872,626
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Lockout/24_Defeasance/92_0%/4	642,750	212,098	430,652	740,468
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	Lockout/25_>YM or 1%/91_0%/4	602,807	133,902	468,905	499,175
34	Loan		CCRE	CCRE	Newell Apartments	Lockout/24_Defeasance/93_0%/3	N/A	N/A	N/A	N/A
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	Lockout/24_Defeasance/92_0%/4	773,187	263,444	509,743	778,447
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	Lockout/24_Defeasance/93_0%/3	651,164	493,970	157,194	930,397
36.01	Property				Bayview Estates		433,179	325,960	107,219	554,411
36.02	Property				Eagles Nest Estates		217,985	168,010	49,975	375,986
37	Loan		GSMC	GSMC	Fiesta Plaza	Lockout/25_>YM or 1%/88_0%/7	505,415	137,992	367,423	564,526
38	Loan		CCRE	CCRE	CVS Homosassa	Lockout/24_Defeasance/93_0%/3	N/A	N/A	N/A	N/A
39	Loan		CCRE	CCRE	Wagon Trail Industrial	Lockout/25_Defeasance/91_0%/4	201,038	27,128	173,910	97,675

A-16

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	2013 Expenses ($)	2013 NOI ($)	2014 EGI ($)	2014 Expenses ($)	2014 NOI ($)	Most Recent EGI (if past 2014) ($)	Most Recent Expenses (if past 2014) ($)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	41,995,639	57,079,949	93,991,978	43,787,753	50,204,226	90,258,372	46,241,535
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	7,442,358	16,783,830	25,296,906	7,662,895	17,634,011	25,677,070	7,387,822
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	57,340,080	18,734,475	84,594,882	60,923,030	23,671,852	91,507,426	63,653,982
4	Loan	17	CCRE, GSMC	GSMC	Element LA	N/A	N/A	N/A	N/A	N/A	N/A	N/A
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	6,815,682	16,080,431	25,070,164	8,373,167	16,696,997	25,110,462	7,989,907
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	68,053,370	29,674,315	102,778,243	72,019,072	30,759,171	108,129,754	73,864,423
6.01	Property	24			Embassy Suites Concord, NC	14,947,792	7,046,118	23,514,114	15,643,129	7,870,985	24,492,975	16,068,835
6.02	Property				Embassy Suites Murfreesboro, TN	10,398,911	6,980,760	18,348,896	11,782,797	6,566,099	18,643,322	12,103,907
6.03	Property				Embassy Suites Norman, OK	11,032,041	4,309,115	15,784,351	11,447,393	4,336,958	15,944,720	11,193,839
6.04	Property				Courtyard by Marriott Dallas/Allen, TX	5,915,768	3,436,721	9,643,192	6,209,620	3,433,572	9,848,311	6,234,058
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ	14,957,743	3,712,428	19,550,208	15,618,805	3,931,403	23,484,205	17,058,085
6.06	Property				Embassy Suites Huntsville, AL	7,438,316	2,872,286	10,909,534	7,690,323	3,219,211	10,765,161	7,621,411
6.07	Property				Residence Inn by Marriott Kansas City, MO	3,362,799	1,316,887	5,027,948	3,627,005	1,400,943	4,951,060	3,584,288
7	Loan		GSMC	GSMC	Deerfield Crossing	2,854,514	3,064,852	6,582,849	3,064,818	3,518,031	6,630,103	3,152,966
8	Loan		CCRE	CCRE	Clover Ridge East	1,595,122	2,225,902	3,903,349	1,651,901	2,251,448	4,074,468	1,647,540
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	N/A	N/A	N/A	N/A	N/A	4,206,980	1,591,500
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	2,955,154	5,985,818	8,919,861	3,032,972	5,886,890	8,905,235	3,110,184
10.01	Property				Mobile	371,329	903,105	1,117,514	337,652	779,861	N/A	N/A
10.02	Property				Savannah	271,623	646,345	808,477	240,683	567,793	N/A	N/A
10.03	Property	10			Covington	127,558	559,311	686,414	202,717	483,698	N/A	N/A
10.04	Property				Nashville	146,992	410,218	541,756	148,450	393,306	N/A	N/A
10.05	Property				Memphis - Midtown	183,418	242,224	439,241	170,639	268,602	N/A	N/A
10.06	Property				Atlanta	161,888	308,372	481,010	165,757	315,253	N/A	N/A
10.07	Property				Tallahassee	159,394	326,352	483,048	172,469	310,580	N/A	N/A
10.08	Property				Elizabethtown	105,309	166,868	298,498	72,996	225,502	N/A	N/A
10.09	Property				Greenville	72,409	173,894	365,932	76,446	289,486	N/A	N/A
10.10	Property				Birmingham	107,087	200,945	323,406	136,567	186,839	N/A	N/A
10.11	Property				Paducah	109,128	260,815	334,305	111,827	222,478	N/A	N/A
10.12	Property				Little Rock	204,643	195,824	405,808	224,438	181,370	N/A	N/A
10.13	Property				Huntsville	97,593	214,358	310,892	107,928	202,964	N/A	N/A
10.14	Property				Columbus	83,540	186,952	318,492	77,228	241,265	N/A	N/A
10.15	Property				Memphis - North	112,088	154,595	272,816	122,973	149,843	N/A	N/A
10.16	Property				Frankfort	86,197	167,809	257,118	90,796	166,322	N/A	N/A
10.17	Property				Henderson	72,505	90,768	166,100	74,864	91,236	N/A	N/A
10.18	Property				Gadsden	80,064	139,607	221,891	73,630	148,262	N/A	N/A
10.19	Property				Bessemer	64,390	134,193	199,496	79,019	120,478	N/A	N/A
10.20	Property				Richmond	68,545	122,727	191,922	67,224	124,698	N/A	N/A
10.21	Property				Tullahoma	85,017	92,891	218,695	76,756	141,939	N/A	N/A
10.22	Property				Fairhope	59,984	95,160	159,718	70,696	89,023	N/A	N/A
10.23	Property				Lawrenceburg	42,430	120,286	163,425	46,209	117,217	N/A	N/A
10.24	Property				Moss Point	82,025	72,199	153,887	85,009	68,878	N/A	N/A
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	936,219	2,429,649	3,164,313	828,872	2,335,441	3,271,783	847,681
12	Loan		CCRE	CCRE	Bernal Plaza	972,907	2,468,016	3,581,570	1,000,253	2,581,317	3,596,040	1,009,508
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	20,031,005	4,919,466	27,133,354	20,908,610	6,224,744	29,931,491	22,067,584
14	Loan	32	GSMC	GSMC	Lake Forest Place	1,827,879	1,600,788	3,736,489	1,882,155	1,854,334	3,907,799	1,722,943
15	Loan	11	GSMC	GSMC	East Viking Plaza	N/A	N/A	N/A	N/A	N/A	N/A	N/A
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	525,419	1,452,330	1,979,452	509,719	1,469,733	1,938,701	546,660

A-17

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	2013 Expenses ($)	2013 NOI ($)	2014 EGI ($)	2014 Expenses ($)	2014 NOI ($)	Most Recent EGI (if past 2014) ($)	Most Recent Expenses (if past 2014) ($)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	625,124	1,735,708	2,347,577	698,060	1,649,518	N/A	N/A
18	Loan		GSMC	GSMC	Country Creek Commons	543,272	1,538,574	2,086,350	556,316	1,530,034	2,129,909	570,241
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	N/A	N/A	N/A	N/A	N/A	4,010,730	2,097,011
20	Loan		GSMC	GSMC	TownePlace Suites Redding	1,297,813	910,948	3,082,152	1,629,473	1,452,679	3,381,589	1,743,671
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	361,481	587,750	996,915	315,579	681,336	1,042,056	346,715
22	Loan		CCRE	CCRE	City Plaza I, II & III	507,917	508,853	1,137,978	582,328	555,650	1,218,442	590,554
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	249,203	939,158	1,148,478	273,770	874,708	1,130,446	309,138
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	25,445	675,613	701,059	17,567	683,492	N/A	N/A
25	Loan		GSMC	GSMC	StorQuest Super Space	304,330	575,873	948,494	323,498	624,996	1,020,151	337,565
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	293,351	492,571	799,120	300,949	498,171	806,402	293,843
27	Loan		CCRE	CCRE	Fort Howard Square	227,518	818,638	1,206,230	240,325	965,905	1,139,412	238,170
28	Loan		GSMC	GSMC	All Storage Paloma Creek	403,647	498,317	1,042,714	426,312	616,402	1,225,625	444,433
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	226,781	689,214	925,434	231,716	693,718	932,109	243,799
30	Loan		CCRE	CCRE	Conyers Crossing	363,017	881,544	1,192,573	337,621	854,952	1,154,007	290,068
31	Loan	34	CCRE	CCRE	1300 West Belmont	315,525	557,102	909,560	334,583	574,978	907,481	364,209
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	338,411	402,056	807,702	350,550	457,153	814,291	371,981
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	128,622	370,553	550,994	140,300	410,694	586,955	130,238
34	Loan		CCRE	CCRE	Newell Apartments	N/A	N/A	N/A	N/A	N/A	N/A	N/A
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	266,615	511,832	838,567	287,302	551,265	N/A	N/A
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	624,870	305,527	1,069,467	720,288	349,180	1,045,850	610,182
36.01	Property				Bayview Estates	350,835	203,576	661,137	405,648	255,490	636,355	341,819
36.02	Property				Eagles Nest Estates	274,035	101,951	408,330	314,640	93,690	409,496	268,363
37	Loan		GSMC	GSMC	Fiesta Plaza	161,060	403,465	516,368	144,352	372,016	N/A	N/A
38	Loan		CCRE	CCRE	CVS Homosassa	N/A	N/A	N/A	N/A	N/A	396,640	N/A
39	Loan		CCRE	CCRE	Wagon Trail Industrial	33,839	63,836	175,029	34,648	140,381	182,834	26,362

A-18

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Most Recent NOI (if past 2014) ($)	Most Recent NOI Date (if past 2014)	Most Recent # of months	Most Recent Description	Underwritten EGI ($)	Underwritten Expenses ($)	Underwritten Net Operating Income ($)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	44,016,837	7/31/2015	12	Trailing 12	100,780,523	46,811,636	53,968,887
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	18,289,248	8/31/2015	12	Trailing 12	26,228,590	7,820,045	18,408,546
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	27,853,444	9/30/2015	12	Trailing 12	91,507,426	65,021,727	26,485,700
4	Loan	17	CCRE, GSMC	GSMC	Element LA	N/A	N/A	N/A	Not Available	18,020,236	3,787,349	14,232,887
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	17,120,555	8/31/2015	12	Trailing 12	24,501,208	8,630,225	15,870,983
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	34,265,331	6/30/2015	12	Trailing 12	104,481,960	73,369,148	31,112,812
6.01	Property	24			Embassy Suites Concord, NC	8,424,140	6/30/2015	12	Trailing 12	24,560,400	16,285,563	8,274,837
6.02	Property				Embassy Suites Murfreesboro, TN	6,539,415	6/30/2015	12	Trailing 12	18,694,613	12,240,655	6,453,957
6.03	Property				Embassy Suites Norman, OK	4,750,881	6/30/2015	12	Trailing 12	15,988,462	11,403,522	4,584,940
6.04	Property				Courtyard by Marriott Dallas/Allen, TX	3,614,253	6/30/2015	12	Trailing 12	9,875,219	6,309,439	3,565,780
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ	6,426,120	6/30/2015	12	Trailing 12	19,603,815	15,773,194	3,830,620
6.06	Property				Embassy Suites Huntsville, AL	3,143,750	6/30/2015	12	Trailing 12	10,794,777	7,722,079	3,072,698
6.07	Property				Residence Inn by Marriott Kansas City, MO	1,366,772	6/30/2015	12	Trailing 12	4,964,674	3,634,695	1,329,979
7	Loan		GSMC	GSMC	Deerfield Crossing	3,477,137	7/31/2015	12	Trailing 12	6,684,156	3,178,700	3,505,456
8	Loan		CCRE	CCRE	Clover Ridge East	2,426,928	9/30/2015	12	Trailing 12	4,144,038	1,630,017	2,514,020
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	2,615,480	8/31/2015	3	Annualized	4,269,800	1,519,047	2,750,753
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	5,795,051	8/31/2015	12	Trailing 12	8,236,348	3,058,707	5,177,641
10.01	Property				Mobile	N/A	N/A	N/A	Not Available	1,113,699	321,699	792,000
10.02	Property				Savannah	N/A	N/A	N/A	Not Available	747,219	244,806	502,413
10.03	Property	10			Covington	N/A	N/A	N/A	Not Available	625,646	162,142	463,504
10.04	Property				Nashville	N/A	N/A	N/A	Not Available	473,093	148,649	324,444
10.05	Property				Memphis - Midtown	N/A	N/A	N/A	Not Available	454,206	174,987	279,219
10.06	Property				Atlanta	N/A	N/A	N/A	Not Available	394,384	170,662	223,722
10.07	Property				Tallahassee	N/A	N/A	N/A	Not Available	317,912	173,505	144,407
10.08	Property				Elizabethtown	N/A	N/A	N/A	Not Available	285,788	73,530	212,258
10.09	Property				Greenville	N/A	N/A	N/A	Not Available	316,340	80,406	235,935
10.10	Property				Birmingham	N/A	N/A	N/A	Not Available	331,044	141,479	189,565
10.11	Property				Paducah	N/A	N/A	N/A	Not Available	297,985	113,401	184,584
10.12	Property				Little Rock	N/A	N/A	N/A	Not Available	389,669	228,607	161,062
10.13	Property				Huntsville	N/A	N/A	N/A	Not Available	291,333	110,408	180,925
10.14	Property				Columbus	N/A	N/A	N/A	Not Available	258,133	91,989	166,144
10.15	Property				Memphis - North	N/A	N/A	N/A	Not Available	274,134	127,378	146,756
10.16	Property				Frankfort	N/A	N/A	N/A	Not Available	265,982	96,114	169,867
10.17	Property				Henderson	N/A	N/A	N/A	Not Available	190,269	80,504	109,765
10.18	Property				Gadsden	N/A	N/A	N/A	Not Available	213,655	76,901	136,753
10.19	Property				Bessemer	N/A	N/A	N/A	Not Available	181,259	82,031	99,228
10.20	Property				Richmond	N/A	N/A	N/A	Not Available	165,005	71,826	93,179
10.21	Property				Tullahoma	N/A	N/A	N/A	Not Available	191,811	82,869	108,942
10.22	Property				Fairhope	N/A	N/A	N/A	Not Available	166,287	75,301	90,987
10.23	Property				Lawrenceburg	N/A	N/A	N/A	Not Available	142,836	54,602	88,234
10.24	Property				Moss Point	N/A	N/A	N/A	Not Available	148,661	74,913	73,749
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	2,424,103	8/31/2015	12	Trailing 12	3,561,708	960,443	2,601,265
12	Loan		CCRE	CCRE	Bernal Plaza	2,586,532	6/30/2015	12	Trailing 12	3,590,894	1,011,138	2,579,756
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	7,863,907	7/31/2015	12	Trailing 12	29,931,491	21,890,963	8,040,528
14	Loan	32	GSMC	GSMC	Lake Forest Place	2,184,856	5/31/2015	12	Trailing 12	4,110,377	1,865,557	2,244,820
15	Loan	11	GSMC	GSMC	East Viking Plaza	N/A	N/A	N/A	Not Available	2,189,990	629,388	1,560,603
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	1,392,041	7/31/2015	12	Trailing 12	1,981,965	651,455	1,330,510

A-19

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Most Recent NOI (if past 2014) ($)	Most Recent NOI Date (if past 2014)	Most Recent # of months	Most Recent Description	Underwritten EGI ($)	Underwritten Expenses ($)	Underwritten Net Operating Income ($)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	N/A	N/A	N/A	Not Available	2,640,107	771,331	1,868,776
18	Loan		GSMC	GSMC	Country Creek Commons	1,559,668	7/31/2015	12	Trailing 12	2,089,085	569,683	1,519,402
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	1,913,720	7/31/2015	12	Trailing 12	4,306,063	2,370,198	1,935,865
20	Loan		GSMC	GSMC	TownePlace Suites Redding	1,637,917	8/31/2015	12	Trailing 12	3,381,589	1,910,275	1,471,313
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	695,341	9/30/2015	12	Trailing 12	1,080,990	353,051	727,939
22	Loan		CCRE	CCRE	City Plaza I, II & III	627,888	7/1/2015	12	Trailing 12	1,342,747	534,595	808,152
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	821,309	7/31/2015	12	Trailing 12	1,073,530	310,544	762,986
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	N/A	N/A	N/A	Not Available	666,006	18,320	647,686
25	Loan		GSMC	GSMC	StorQuest Super Space	682,586	8/31/2015	12	Trailing 12	1,048,168	361,168	687,000
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	512,559	7/31/2015	12	Trailing 12	974,290	377,332	596,958
27	Loan		CCRE	CCRE	Fort Howard Square	901,243	6/30/2015	12	Trailing 12	1,227,973	246,101	981,872
28	Loan		GSMC	GSMC	All Storage Paloma Creek	781,192	8/31/2015	12	Trailing 12	1,261,382	495,090	766,292
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	688,310	6/30/2015	12	Trailing 12	898,594	252,524	646,070
30	Loan		CCRE	CCRE	Conyers Crossing	863,939	5/31/2015	12	Trailing 12	1,120,323	377,579	742,744
31	Loan	34	CCRE	CCRE	1300 West Belmont	543,272	6/30/2015	12	Trailing 12	959,199	394,032	565,166
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	442,310	6/30/2015	6	Annualized	950,526	299,160	651,366
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	456,716	7/31/2015	12	Trailing 12	628,800	155,390	473,410
34	Loan		CCRE	CCRE	Newell Apartments	N/A	N/A	N/A	Not Available	459,420	73,341	386,079
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	N/A	N/A	N/A	Not Available	776,835	263,714	513,121
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	435,669	9/30/2015	12	Trailing 12	1,045,850	638,456	407,394
36.01	Property				Bayview Estates	294,536	9/30/2015	12	Trailing 12	636,355	363,288	273,067
36.02	Property				Eagles Nest Estates	141,133	9/30/2015	12	Trailing 12	409,496	275,169	134,327
37	Loan		GSMC	GSMC	Fiesta Plaza	N/A	N/A	N/A	Not Available	607,623	141,731	465,892
38	Loan		CCRE	CCRE	CVS Homosassa	396,640	9/30/2015	12	Trailing 12	376,808	7,536	369,272
39	Loan		CCRE	CCRE	Wagon Trail Industrial	156,472	8/1/2015	12	Trailing 12	210,824	40,017	170,808

A-20

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Debt Yield on Underwritten Net Operating Income (%)	Underwritten Replacement / FF&E Reserve ($)	Underwritten TI / LC ($)	Underwritten Net Cash Flow ($)	Underwritten NCF DSCR (x) (4)	Debt Yield on Underwritten Net Cash Flow (%)	Appraised Value ($)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	14.6%	248,401	0	53,720,486	3.76	14.5%	1,500,000,000
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	9.2%	374,056	597,152	17,437,338	2.04	8.7%	368,000,000
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	12.9%	3,534,282	0	22,951,418	1.87	11.2%	345,000,000
4	Loan	17	CCRE, GSMC	GSMC	Element LA	8.5%	42,606	284,037	13,906,245	1.78	8.3%	294,000,000
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	9.8%	271,513	748,418	14,851,052	1.55	9.2%	279,000,000
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	12.4%	4,179,278	0	26,933,534	1.68	10.8%	367,320,502
6.01	Property	24			Embassy Suites Concord, NC		982,416	0	7,292,421			89,300,000
6.02	Property				Embassy Suites Murfreesboro, TN		747,785	0	5,706,173			72,500,000
6.03	Property				Embassy Suites Norman, OK		639,538	0	3,945,402			54,600,000
6.04	Property				Courtyard by Marriott Dallas/Allen, TX		395,009	0	3,170,771			43,344,314
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ		784,153	0	3,046,468			55,200,000
6.06	Property				Embassy Suites Huntsville, AL		431,791	0	2,640,907			36,200,000
6.07	Property				Residence Inn by Marriott Kansas City, MO		198,587	0	1,131,392			16,176,188
7	Loan		GSMC	GSMC	Deerfield Crossing	11.0%	85,919	279,780	3,139,756	1.62	9.8%	44,150,000
8	Loan		CCRE	CCRE	Clover Ridge East	8.0%	85,348	0	2,428,673	1.22	7.7%	42,000,000
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	8.8%	55,860	0	2,694,893	1.41	8.6%	42,000,000
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	9.5%	160,112	299,294	4,718,236	1.35	8.6%	73,025,000
10.01	Property				Mobile		17,277	41,138	733,585			10,100,000
10.02	Property				Savannah		21,203	30,726	450,484			8,200,000
10.03	Property	10			Covington		3,254	22,055	438,195			5,600,000
10.04	Property				Nashville		1,672	14,194	308,578			4,500,000
10.05	Property				Memphis - Midtown		18,063	15,251	245,906			3,800,000
10.06	Property				Atlanta		1,989	19,875	201,858			3,500,000
10.07	Property				Tallahassee		2,024	12,608	129,774			3,150,000
10.08	Property				Elizabethtown		5,985	7,664	198,608			3,100,000
10.09	Property				Greenville		15,153	8,651	212,131			2,900,000
10.10	Property				Birmingham		5,625	12,642	171,298			2,700,000
10.11	Property				Paducah		2,530	10,828	171,226			2,600,000
10.12	Property				Little Rock		13,392	20,080	127,590			2,550,000
10.13	Property				Huntsville		2,340	11,110	167,475			2,450,000
10.14	Property				Columbus		2,906	6,049	157,189			2,400,000
10.15	Property				Memphis - North		5,394	9,009	132,353			2,100,000
10.16	Property				Frankfort		11,299	12,070	146,498			2,100,000
10.17	Property				Henderson		6,501	4,615	98,649			1,800,000
10.18	Property				Gadsden		3,800	8,546	124,407			1,700,000
10.19	Property				Bessemer		1,806	7,350	90,072			1,450,000
10.20	Property				Richmond		4,313	4,843	84,022			1,450,000
10.21	Property				Tullahoma		2,981	4,815	101,146			1,400,000
10.22	Property				Fairhope		4,249	6,484	80,254			1,400,000
10.23	Property				Lawrenceburg		2,254	3,933	82,047			1,250,000
10.24	Property				Moss Point		4,101	4,756	64,892			825,000
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	10.0%	56,338	88,007	2,456,921	2.17	9.5%	39,000,000
12	Loan		CCRE	CCRE	Bernal Plaza	10.7%	27,912	69,780	2,482,065	2.37	10.3%	40,000,000
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	15.8%	1,197,260	0	6,843,268	2.11	13.4%	76,000,000
14	Loan	32	GSMC	GSMC	Lake Forest Place	12.1%	58,333	184,900	2,001,587	1.77	10.8%	23,000,000
15	Loan	11	GSMC	GSMC	East Viking Plaza	9.2%	13,691	73,324	1,473,588	1.43	8.7%	25,100,000
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	8.6%	23,167	50,363	1,256,980	1.28	8.2%	20,750,000

A-21

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Debt Yield on Underwritten Net Operating Income (%)	Underwritten Replacement / FF&E Reserve ($)	Underwritten TI / LC ($)	Underwritten Net Cash Flow ($)	Underwritten NCF DSCR (x) (4)	Debt Yield on Underwritten Net Cash Flow (%)	Appraised Value ($)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	12.9%	18,922	103,155	1,746,699	2.12	12.0%	25,530,000
18	Loan		GSMC	GSMC	Country Creek Commons	11.3%	48,252	62,458	1,408,692	1.75	10.4%	19,800,000
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	16.2%	172,243	0	1,763,622	2.19	14.7%	19,900,000
20	Loan		GSMC	GSMC	TownePlace Suites Redding	13.5%	135,264	0	1,336,050	1.95	12.2%	15,600,000
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	8.1%	9,129	0	718,811	1.26	8.0%	12,000,000
22	Loan		CCRE	CCRE	City Plaza I, II & III	9.8%	16,096	60,362	731,694	1.41	8.9%	12,000,000
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	9.9%	14,715	29,888	718,383	1.55	9.3%	12,400,000
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	8.6%	13,196	21,994	612,496	1.30	8.2%	10,000,000
25	Loan		GSMC	GSMC	StorQuest Super Space	9.2%	14,859	0	672,141	1.46	9.0%	11,500,000
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	8.2%	5,416	26,421	565,121	1.60	7.8%	11,800,000
27	Loan		CCRE	CCRE	Fort Howard Square	13.8%	22,730	56,826	902,316	2.74	12.7%	12,000,000
28	Loan		GSMC	GSMC	All Storage Paloma Creek	10.9%	22,931	0	743,361	1.86	10.6%	12,600,000
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	9.8%	6,764	29,054	610,252	1.50	9.2%	8,900,000
30	Loan		CCRE	CCRE	Conyers Crossing	12.5%	34,095	85,238	623,412	2.21	10.5%	10,000,000
31	Loan	34	CCRE	CCRE	1300 West Belmont	10.1%	6,142	30,710	528,314	1.47	9.4%	8,000,000
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	11.8%	5,642	26,876	618,847	1.95	11.3%	8,380,000
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	9.3%	14,549	18,186	440,674	1.34	8.6%	6,900,000
34	Loan		CCRE	CCRE	Newell Apartments	7.9%	2,500	0	383,579	1.24	7.8%	7,300,000
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	11.3%	10,665	27,229	475,227	2.27	10.4%	8,600,000
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	9.7%	14,265	0	393,129	1.49	9.4%	7,070,000
36.01	Property				Bayview Estates		8,246	0	264,821			4,810,000
36.02	Property				Eagles Nest Estates		6,019	0	128,308			2,260,000
37	Loan		GSMC	GSMC	Fiesta Plaza	12.5%	21,526	26,244	418,122	1.86	11.2%	5,700,000
38	Loan		CCRE	CCRE	CVS Homosassa	12.3%	2,763	0	366,509	2.03	12.2%	5,900,000
39	Loan		CCRE	CCRE	Wagon Trail Industrial	9.8%	3,405	11,350	156,053	1.38	8.9%	2,850,000

A-22

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Appraisal Date

As Stabilized Appraised Value ($)

As Stabilized Appraisal Date

Cut-off Date LTV Ratio (%)

LTV Ratio at Maturity (%)

Occupancy (%) (5)

Occupancy Date

1

Loan

8, 9, 10

GSMC

GSMC

590 Madison Avenue

8/17/2015

NAP

NAP

24.6%

24.6%

77.9%

8/26/2015

2

Loan

11, 12, 13

GSMC

GSMC

South Plains Mall

9/7/2015

399,000,000

9/1/2016

54.3%

50.1%

96.6%

9/30/2015

3

Loan

11, 14, 15, 16

GSMC

GSMC

Westin Boston Waterfront

10/16/2015

368,000,000

11/1/2018

59.4%

44.8%

76.1%

9/30/2015

4

Loan

17

CCRE, GSMC

GSMC

Element LA

8/31/2015

NAP

NAP

57.1%

57.1%

100.0%

10/7/2015

5

Loan

11, 18, 19

GSMC

GSMC

Glenbrook Square

9/25/2015

286,000,000

10/1/2016

58.1%

48.1%

95.6%

8/31/2015

6

Loan

11, 20, 21, 22, 23

GSMC

GSMC

Hammons Hotel Portfolio

Various

371,300,000

Various

68.1%

55.5%

74.8%

6.01

Property

24

Embassy Suites Concord, NC

6/11/2015

NAP

NAP

75.5%

6/30/2015

6.02

Property

Embassy Suites Murfreesboro, TN

6/9/2015

NAP

NAP

78.0%

6/30/2015

6.03

Property

Embassy Suites Norman, OK

6/11/2015

NAP

NAP

74.3%

6/30/2015

6.04

Property

Courtyard by Marriott Dallas/Allen, TX

6/11/2015

45,000,000

6/11/2017

77.9%

6/30/2015

6.05

Property

25

Renaissance by Marriott Phoenix/Glendale, AZ

6/8/2015

57,200,000

6/8/2016

63.8%

6/30/2015

6.06

Property

Embassy Suites Huntsville, AL

6/9/2015

NAP

NAP

78.2%

6/30/2015

6.07

Property

Residence Inn by Marriott Kansas City, MO

6/10/2015

16,500,000

6/10/2016

80.9%

6/30/2015

7

Loan

GSMC

GSMC

Deerfield Crossing

8/3/2015

NAP

NAP

72.4%

63.3%

93.2%

8/1/2015

8

Loan

CCRE

CCRE

Clover Ridge East

9/16/2015

NAP

NAP

75.0%

69.0%

96.0%

10/22/2015

9

Loan

GSCRE

GSMC

Edgewater Crossing Apartments

8/28/2015

NAP

NAP

74.3%

68.1%

95.1%

8/24/2015

10

Loan

26, 27

GSMC

GSMC

GSA Portfolio

Various

NAP

NAP

75.0%

63.1%

91.7%

10.01

Property

Mobile

7/17/2015

NAP

NAP

100.0%

10/1/2015

10.02

Property

Savannah

7/20/2015

NAP

NAP

100.0%

10/1/2015

10.03

Property

10

Covington

7/20/2015

NAP

NAP

69.2%

10/1/2015

10.04

Property

Nashville

7/25/2015

NAP

NAP

100.0%

10/1/2015

10.05

Property

Memphis - Midtown

7/25/2015

NAP

NAP

100.0%

10/1/2015

10.06

Property

Atlanta

7/20/2015

NAP

NAP

100.0%

10/1/2015

10.07

Property

Tallahassee

8/1/2015

NAP

NAP

50.0%

10/1/2015

10.08

Property

Elizabethtown

7/30/2015

NAP

NAP

100.0%

10/1/2015

10.09

Property

Greenville

7/22/2015

NAP

NAP

100.0%

10/1/2015

10.10

Property

Birmingham

7/29/2015

NAP

NAP

100.0%

10/1/2015

10.11

Property

Paducah

7/16/2015

NAP

NAP

50.0%

10/1/2015

10.12

Property

Little Rock

7/31/2015

NAP

NAP

100.0%

10/1/2015

10.13

Property

Huntsville

7/14/2015

NAP

NAP

100.0%

10/1/2015

10.14

Property

Columbus

7/28/2015

NAP

NAP

100.0%

10/1/2015

10.15

Property

Memphis - North

7/25/2015

NAP

NAP

100.0%

10/1/2015

10.16

Property

Frankfort

7/28/2015

NAP

NAP

100.0%

10/1/2015

10.17

Property

Henderson

7/22/2015

NAP

NAP

100.0%

10/1/2015

10.18

Property

Gadsden

7/14/2015

NAP

NAP

100.0%

10/1/2015

10.19

Property

Bessemer

7/28/2015

NAP

NAP

100.0%

10/1/2015

10.20

Property

Richmond

7/29/2015

NAP

NAP

100.0%

10/1/2015

10.21

Property

Tullahoma

7/25/2015

NAP

NAP

100.0%

10/1/2015

10.22

Property

Fairhope

7/17/2015

NAP

NAP

100.0%

10/1/2015

10.23

Property

Lawrenceburg

7/25/2015

NAP

NAP

100.0%

10/1/2015

10.24

Property

Moss Point

7/27/2015

NAP

NAP

100.0%

10/1/2015

11

Loan

11

GSMC

GSMC

Pine Creek Shopping Center

9/28/2015

40,600,000

10/1/2016

66.4%

63.8%

87.0%

10/6/2015

12

Loan

CCRE

CCRE

Bernal Plaza

7/17/2015

NAP

NAP

60.0%

60.0%

98.3%

10/8/2015

13

Loan

11, 28, 29, 30, 31

GSMC

GSMC

DoubleTree Hotel Universal

7/31/2015

101,000,000

8/1/2018

56.9%

41.4%

85.2%

7/31/2015

14

Loan

32

GSMC

GSMC

Lake Forest Place

8/3/2015

NAP

NAP

75.0%

65.6%

96.6%

8/1/2015

15

Loan

11

GSMC

GSMC

East Viking Plaza

8/27/2015

26,000,000

9/1/2016

67.7%

55.8%

94.5%

10/6/2015

16

Loan

CCRE

CCRE

Latham Crossing & Crossroads Plaza

8/20/2015

NAP

NAP

74.2%

64.1%

99.7%

8/1/2015

A-23

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Appraisal Date

As Stabilized Appraised Value ($)

As Stabilized Appraisal Date

Cut-off Date LTV Ratio (%)

LTV Ratio at Maturity (%)

Occupancy (%) (5)

Occupancy Date

17

Loan

GSMC

GSMC

Firewheel Plaza Shopping Center

9/3/2015

NAP

NAP

56.8%

45.0%

90.0%

10/14/2015

18

Loan

GSMC

GSMC

Country Creek Commons

8/28/2015

NAP

NAP

68.1%

54.8%

89.2%

8/31/2015

19

Loan

11

GSMC

GSMC

Homewood Suites Charlotte

7/14/2015

21,200,000

7/14/2017

60.1%

41.6%

63.8%

7/31/2015

20

Loan

GSMC

GSMC

TownePlace Suites Redding

7/10/2015

NAP

NAP

70.0%

57.1%

82.9%

8/31/2015

21

Loan

GSMC

GSMC

Extra Space Storage Gaithersburg

9/3/2015

NAP

NAP

75.0%

66.2%

96.5%

9/30/2015

22

Loan

CCRE

CCRE

City Plaza I, II & III

8/22/2015

12,300,000

2/22/2016

68.8%

56.2%

85.5%

9/1/2015

23

Loan

GSMC

GSMC

Walkers Village Shopping Center

8/14/2015

NAP

NAP

62.1%

56.7%

88.8%

8/1/2015

24

Loan

CCRE

CCRE

Shaw’s Littleton, NH

9/9/2015

NAP

NAP

75.0%

61.2%

100.0%

9/21/2015

25

Loan

GSMC

GSMC

StorQuest Super Space

9/4/2015

NAP

NAP

65.0%

59.6%

99.5%

8/4/2015

26

Loan

CCRE

CCRE

Carthay Circle Garden Plaza

7/24/2015

NAP

NAP

61.4%

61.4%

100.0%

10/21/2015

27

Loan

CCRE

CCRE

Fort Howard Square

8/4/2015

NAP

NAP

59.2%

59.2%

94.9%

8/28/2015

28

Loan

GSMC

GSMC

All Storage Paloma Creek

8/31/2015

NAP

NAP

55.6%

44.1%

89.9%

10/5/2015

29

Loan

33

GSMC

GSMC

Riverwalk Shopping Center

8/31/2015

NAP

NAP

74.2%

60.2%

96.1%

7/16/2015

30

Loan

CCRE

CCRE

Conyers Crossing

5/21/2015

NAP

NAP

59.6%

59.6%

99.4%

6/13/2015

31

Loan

34

CCRE

CCRE

1300 West Belmont

5/28/2015

NAP

NAP

70.0%

59.0%

98.2%

7/30/2015

32

Loan

11

GSMC

GSMC

Shops at Eagle Point

9/4/2015

8,620,000

2/4/2016

65.6%

50.8%

89.6%

10/28/2015

33

Loan

35

CCRE

CCRE

Berryland Shopping Center

8/20/2015

7,200,000

8/20/2016

73.8%

60.8%

84.3%

8/12/2015

34

Loan

CCRE

CCRE

Newell Apartments

8/18/2015

NAP

NAP

67.1%

57.9%

100.0%

10/1/2015

35

Loan

GSMC

GSMC

Park Plaza Shopping Center

9/28/2015

NAP

NAP

52.9%

52.9%

100.0%

8/1/2015

36

Loan

CCRE

CCRE

Farrell-Roeh MHC Portfolio

9/2/2015

NAP

NAP

59.4%

48.5%

73.7%

36.01

Property

Bayview Estates

9/2/2015

NAP

NAP

76.0%

8/26/2015

36.02

Property

Eagles Nest Estates

9/2/2015

NAP

NAP

70.5%

8/26/2015

37

Loan

GSMC

GSMC

Fiesta Plaza

8/14/2015

NAP

NAP

65.6%

57.3%

89.5%

10/1/2015

38

Loan

CCRE

CCRE

CVS Homosassa

8/26/2015

NAP

NAP

50.8%

41.0%

100.0%

10/15/2015

39

Loan

CCRE

CCRE

Wagon Trail Industrial

5/26/2015

NAP

NAP

61.3%

50.6%

100.0%

7/1/2015

A-24

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	ADR ($)	RevPAR ($)	Largest Tenant	Largest Tenant Sq Ft	Largest Tenant Lease Expiration (6)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	NAP	NAP	IBM	121,055	6/30/2025
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	NAP	NAP	JCPenney	218,518	7/31/2017
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	242.74	184.65	NAP
4	Loan	17	CCRE, GSMC	GSMC	Element LA	NAP	NAP	Riot Games	284,037	3/31/2030
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	NAP	NAP	Macy’s	242,199	1/31/2027
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	130.39	97.59
6.01	Property	24			Embassy Suites Concord, NC	147.60	111.43	NAP
6.02	Property				Embassy Suites Murfreesboro, TN	134.42	104.82	NAP
6.03	Property				Embassy Suites Norman, OK	118.40	87.99	NAP
6.04	Property				Courtyard by Marriott Dallas/Allen, TX	115.61	90.01	NAP
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ	163.99	104.66	NAP
6.06	Property				Embassy Suites Huntsville, AL	114.52	89.55	NAP
6.07	Property				Residence Inn by Marriott Kansas City, MO	106.41	86.03	NAP
7	Loan		GSMC	GSMC	Deerfield Crossing	NAP	NAP	Cengage Learning, Inc.	160,069	7/31/2021
8	Loan		CCRE	CCRE	Clover Ridge East	NAP	NAP	NAP
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	NAP	NAP	NAP
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	NAP	NAP
10.01	Property				Mobile	NAP	NAP	Social Security Administration - Mobile	50,816	7/14/2018
10.02	Property				Savannah	NAP	NAP	Office of Disability Adjudication and Review - Savannah	17,969	6/30/2018
10.03	Property	10			Covington	NAP	NAP	Office of Disability Adjudication and Review - Covington	16,543	8/31/2020
10.04	Property				Nashville	NAP	NAP	Social Security Administration - Nashville	18,575	7/31/2019
10.05	Property				Memphis - Midtown	NAP	NAP	Social Security Administration - Midtown	21,250	5/31/2020
10.06	Property				Atlanta	NAP	NAP	Customs Enforcement - Atlanta	22,100	9/30/2016
10.07	Property				Tallahassee	NAP	NAP	Office of Disability Adjudication and Review - Tallahassee	12,653	10/31/2020
10.08	Property				Elizabethtown	NAP	NAP	Social Security Administration - Elizabethtown	12,215	1/6/2023
10.09	Property				Greenville	NAP	NAP	Social Security Administration - Greenville	13,775	2/28/2023
10.10	Property				Birmingham	NAP	NAP	Social Security Administration - Birmingham	16,544	4/30/2019
10.11	Property				Paducah	NAP	NAP	Office of Disability Adjudication and Review - Paducah	11,500	11/30/2018
10.12	Property				Little Rock	NAP	NAP	Military Entrance Processing Station - Little Rock	23,495	5/31/2017
10.13	Property				Huntsville	NAP	NAP	Social Security Administration - Huntsville	13,000	12/10/2017
10.14	Property				Columbus	NAP	NAP	Social Security Administration - Columbus	10,377	8/14/2023
10.15	Property				Memphis - North	NAP	NAP	Social Security Administration - North	12,545	4/14/2020
10.16	Property				Frankfort	NAP	NAP	Social Security Administration - Frankfort	14,124	8/14/2017
10.17	Property				Henderson	NAP	NAP	Social Security Administration - Henderson	8,668	11/18/2024
10.18	Property				Gadsden	NAP	NAP	Social Security Administration - Gadsden	10,000	11/7/2017
10.19	Property				Bessemer	NAP	NAP	Social Security Administration - Bessemer	8,600	7/14/2017
10.20	Property				Richmond	NAP	NAP	Social Security Administration - Richmond	7,189	1/22/2022
10.21	Property				Tullahoma	NAP	NAP	Social Security Administration - Tullahoma	8,280	9/30/2023
10.22	Property				Fairhope	NAP	NAP	Social Security Administration - Fairhope	7,587	6/30/2017
10.23	Property				Lawrenceburg	NAP	NAP	Social Security Administration - Lawrenceburg	6,260	6/30/2022
10.24	Property				Moss Point	NAP	NAP	Social Security Administration - Moss Point	7,071	2/7/2022
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	NAP	NAP	Raley’s	60,114	4/30/2018
12	Loan		CCRE	CCRE	Bernal Plaza	NAP	NAP	Ross Stores	31,529	1/31/2020
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	91.75	78.19	NAP
14	Loan	32	GSMC	GSMC	Lake Forest Place	NAP	NAP	General Electric	55,842	9/30/2018
15	Loan	11	GSMC	GSMC	East Viking Plaza	NAP	NAP	Scheels (GL)	57,321	2/29/2028
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	NAP	NAP	Petsmart	27,106	1/31/2019

A-25

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	ADR ($)	RevPAR ($)	Largest Tenant	Largest Tenant Sq Ft	Largest Tenant Lease Expiration (6)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	NAP	NAP	Best Buy	45,000	1/31/2018
18	Loan		GSMC	GSMC	Country Creek Commons	NAP	NAP	Kroger	60,376	2/28/2019
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	143.90	91.83	NAP
20	Loan		GSMC	GSMC	TownePlace Suites Redding	108.74	90.11	NAP
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	NAP	NAP	NAP
22	Loan		CCRE	CCRE	City Plaza I, II & III	NAP	NAP	Sizzle, LLC (Ruth’s Chris)	8,500	7/28/2022
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	NAP	NAP	Safeway	38,410	10/30/2020
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	NAP	NAP	Shaw’s Supermarket, Inc.	54,985	2/28/2027
25	Loan		GSMC	GSMC	StorQuest Super Space	NAP	NAP	NAP
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	NAP	NAP	Industry Entertainment	8,275	9/30/2018
27	Loan		CCRE	CCRE	Fort Howard Square	NAP	NAP	Goody’s	23,275	1/31/2021
28	Loan		GSMC	GSMC	All Storage Paloma Creek	NAP	NAP	NAP
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	NAP	NAP	Olive Garden	7,400	7/31/2017
30	Loan		CCRE	CCRE	Conyers Crossing	NAP	NAP	Burlington Coat Factory	83,552	3/31/2019
31	Loan	34	CCRE	CCRE	1300 West Belmont	NAP	NAP	Rush Medical Center	5,811	10/30/2020
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	NAP	NAP	Ernesto’s Fine Mexican Food	3,932	4/30/2016
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	NAP	NAP	Rouses	41,577	4/30/2036
34	Loan		CCRE	CCRE	Newell Apartments	NAP	NAP	NAP
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	NAP	NAP	Winn Dixie	61,656	10/9/2029
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	NAP	NAP
36.01	Property				Bayview Estates	NAP	NAP	NAP
36.02	Property				Eagles Nest Estates	NAP	NAP	NAP
37	Loan		GSMC	GSMC	Fiesta Plaza	NAP	NAP	Alegrias Day Care	6,000	9/30/2021
38	Loan		CCRE	CCRE	CVS Homosassa	NAP	NAP	CVS	13,813	11/25/2023
39	Loan		CCRE	CCRE	Wagon Trail Industrial	NAP	NAP	The Nvision Companies	9,900	5/31/2018

A-26

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Second Largest Tenant	Second Largest Tenant Sq Ft	Second Largest Tenant Lease Expiration (6)	Third Largest Tenant	Third Largest Tenant Sq Ft	Third Largest Tenant Lease Expiration (6)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	Crowell & Moring	100,120	2/29/2024	Aspen Insurance	72,327	2/29/2032
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Dillard’s Women	162,755	1/31/2017	Dillard’s Men’s & Children	93,949	1/31/2017
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	NAP			NAP
4	Loan	17	CCRE, GSMC	GSMC	Element LA	NAP			NAP
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	JCPenney	191,671	5/31/2018	Carson’s	122,000	1/31/2029
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio
6.01	Property	24			Embassy Suites Concord, NC	NAP			NAP
6.02	Property				Embassy Suites Murfreesboro, TN	NAP			NAP
6.03	Property				Embassy Suites Norman, OK	NAP			NAP
6.04	Property				Courtyard by Marriott Dallas/Allen, TX	NAP			NAP
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ	NAP			NAP
6.06	Property				Embassy Suites Huntsville, AL	NAP			NAP
6.07	Property				Residence Inn by Marriott Kansas City, MO	NAP			NAP
7	Loan		GSMC	GSMC	Deerfield Crossing	General Mills Sales, Inc.	18,717	11/30/2020	Pepsico, Inc.	14,609	2/28/2019
8	Loan		CCRE	CCRE	Clover Ridge East	NAP			NAP
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	NAP			NAP
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio
10.01	Property				Mobile	NAP			NAP
10.02	Property				Savannah	Pardons/Parole - Savannah	17,969	6/30/2016	NAP
10.03	Property	10			Covington	Newton Medical	5,988	8/1/2021	NAP
10.04	Property				Nashville	NAP			NAP
10.05	Property				Memphis - Midtown	NAP			NAP
10.06	Property				Atlanta	NAP			NAP
10.07	Property				Tallahassee	NAP			NAP
10.08	Property				Elizabethtown	NAP			NAP
10.09	Property				Greenville	NAP			NAP
10.10	Property				Birmingham	NAP			NAP
10.11	Property				Paducah	NAP			NAP
10.12	Property				Little Rock	NAP			NAP
10.13	Property				Huntsville	NAP			NAP
10.14	Property				Columbus	NAP			NAP
10.15	Property				Memphis - North	NAP			NAP
10.16	Property				Frankfort	NAP			NAP
10.17	Property				Henderson	NAP			NAP
10.18	Property				Gadsden	NAP			NAP
10.19	Property				Bessemer	NAP			NAP
10.20	Property				Richmond	NAP			NAP
10.21	Property				Tullahoma	NAP			NAP
10.22	Property				Fairhope	NAP			NAP
10.23	Property				Lawrenceburg	NAP			NAP
10.24	Property				Moss Point	NAP			NAP
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	JCPenney	37,259	11/30/2018	South Yuba Club	12,567	9/30/2016
12	Loan		CCRE	CCRE	Bernal Plaza	Golds Gym	30,930	5/31/2019	Staples	23,971	7/8/2017
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	NAP			NAP
14	Loan	32	GSMC	GSMC	Lake Forest Place	Schulman Associates	28,688	5/17/2019	ADS Alliance Data Systems	28,028	12/31/2018
15	Loan	11	GSMC	GSMC	East Viking Plaza	Michaels	17,392	2/28/2025	Old Navy	15,000	10/31/2021
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Staples	24,006	1/31/2022	KinCaid Furniture	12,000	9/30/2019

A-27

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Second Largest Tenant	Second Largest Tenant Sq Ft	Second Largest Tenant Lease Expiration (6)	Third Largest Tenant	Third Largest Tenant Sq Ft	Third Largest Tenant Lease Expiration (6)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Petco	15,000	2/28/2023	Party City	14,020	1/31/2019
18	Loan		GSMC	GSMC	Country Creek Commons	CVS	10,880	6/30/2019	Hallmark	6,474	2/29/2016
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	NAP			NAP
20	Loan		GSMC	GSMC	TownePlace Suites Redding	NAP			NAP
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	NAP			NAP
22	Loan		CCRE	CCRE	City Plaza I, II & III	Eastlake Athletic	6,788	12/14/2017	Rocky River Tap & Table (Kilt)	6,346	11/28/2020
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	CVS	11,995	11/30/2025	Village Way Liquors	4,000	7/6/2025
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	NAP			NAP
25	Loan		GSMC	GSMC	StorQuest Super Space	NAP			NAP
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	Tao Creative, LLC	5,099	12/31/2016	Hollywood Vision Center	3,922	4/30/2022
27	Loan		CCRE	CCRE	Fort Howard Square	Fred’s	20,976	10/31/2017	Goodwill	20,328	3/31/2023
28	Loan		GSMC	GSMC	All Storage Paloma Creek	NAP			NAP
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Las Palmas Mexican Restaurant	5,187	1/31/2023	Steak N’ Shake	4,350	8/31/2027
30	Loan		CCRE	CCRE	Conyers Crossing	Hobby Lobby	55,363	5/31/2020	Rainbow	8,640	1/31/2021
31	Loan	34	CCRE	CCRE	1300 West Belmont	Live Oak-Koff and Levy	3,776	12/31/2018	Gary Mihalik Group, LLC	1,526	9/30/2017
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Leslie’s Pool Supply	3,135	12/31/2018	Kelly Moore Paints	3,000	11/30/2025
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	ColorTyme	7,500	10/31/2018	Anytime Fitness	6,030	1/31/2021
34	Loan		CCRE	CCRE	Newell Apartments	NAP			NAP
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	Sign of the Dolphin	5,000	12/31/2018	NAP
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio
36.01	Property				Bayview Estates	NAP			NAP
36.02	Property				Eagles Nest Estates	NAP			NAP
37	Loan		GSMC	GSMC	Fiesta Plaza	Pro Fitness Training	3,180	8/31/2018	Rural Animal Clinic	2,400	8/31/2017
38	Loan		CCRE	CCRE	CVS Homosassa	NAP			NAP
39	Loan		CCRE	CCRE	Wagon Trail Industrial	Graphicsland	6,400	12/31/2020	Valley Enterprise Bldg	6,400	9/30/2018

A-28

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Fourth Largest Tenant	Fourth Largest Tenant Sq Ft	Fourth Largest Tenant Lease Expiration (6)	Fifth Largest Tenant	Fifth Largest Tenant Sq Ft	Fifth Largest Tenant Lease Expiration (6)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	Morgan Stanley	47,996	7/31/2025	Bonhams	41,237	1/31/2025
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Premiere Cinemas	61,796	4/30/2032	Bealls (GL)	40,000	1/31/2022
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	NAP			NAP
4	Loan	17	CCRE, GSMC	GSMC	Element LA	NAP			NAP
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	Barnes & Noble	26,889	1/31/2018	H&M	18,000	1/31/2016
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio
6.01	Property	24			Embassy Suites Concord, NC	NAP			NAP
6.02	Property				Embassy Suites Murfreesboro, TN	NAP			NAP
6.03	Property				Embassy Suites Norman, OK	NAP			NAP
6.04	Property				Courtyard by Marriott Dallas/Allen, TX	NAP			NAP
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ	NAP			NAP
6.06	Property				Embassy Suites Huntsville, AL	NAP			NAP
6.07	Property				Residence Inn by Marriott Kansas City, MO	NAP			NAP
7	Loan		GSMC	GSMC	Deerfield Crossing	Cisco Systems	13,131	10/31/2020	Dassault Systems Simulia Corp	11,949	9/30/2016
8	Loan		CCRE	CCRE	Clover Ridge East	NAP			NAP
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	NAP			NAP
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio
10.01	Property				Mobile	NAP			NAP
10.02	Property				Savannah	NAP			NAP
10.03	Property	10			Covington	NAP			NAP
10.04	Property				Nashville	NAP			NAP
10.05	Property				Memphis - Midtown	NAP			NAP
10.06	Property				Atlanta	NAP			NAP
10.07	Property				Tallahassee	NAP			NAP
10.08	Property				Elizabethtown	NAP			NAP
10.09	Property				Greenville	NAP			NAP
10.10	Property				Birmingham	NAP			NAP
10.11	Property				Paducah	NAP			NAP
10.12	Property				Little Rock	NAP			NAP
10.13	Property				Huntsville	NAP			NAP
10.14	Property				Columbus	NAP			NAP
10.15	Property				Memphis - North	NAP			NAP
10.16	Property				Frankfort	NAP			NAP
10.17	Property				Henderson	NAP			NAP
10.18	Property				Gadsden	NAP			NAP
10.19	Property				Bessemer	NAP			NAP
10.20	Property				Richmond	NAP			NAP
10.21	Property				Tullahoma	NAP			NAP
10.22	Property				Fairhope	NAP			NAP
10.23	Property				Lawrenceburg	NAP			NAP
10.24	Property				Moss Point	NAP			NAP
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	Petco	12,000	1/31/2021	Dollar Tree	9,938	7/31/2024
12	Loan		CCRE	CCRE	Bernal Plaza	Sweet Tomatoes	12,937	6/14/2019	Bernal Shell	5,600	1/31/2019
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	NAP			NAP
14	Loan	32	GSMC	GSMC	Lake Forest Place	Sedgwick Claims Management	19,114	7/31/2018	Microsoft	15,479	1/31/2022
15	Loan	11	GSMC	GSMC	East Viking Plaza	Ulta	10,023	11/30/2024	Shoe Show	5,600	3/31/2020
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Chuck E. Cheese’s	11,350	4/30/2024	West Marine	9,420	3/31/2019

A-29

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Fourth Largest Tenant	Fourth Largest Tenant Sq Ft	Fourth Largest Tenant Lease Expiration (6)	Fifth Largest Tenant	Fifth Largest Tenant Sq Ft	Fifth Largest Tenant Lease Expiration (6)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Half Price Books	8,500	3/31/2018	Ideal Dental & Orthodontics	4,000	3/31/2016
18	Loan		GSMC	GSMC	Country Creek Commons	Snap Fitness	4,303	10/31/2020	Silverbell Restaurant	4,277	3/31/2018
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	NAP			NAP
20	Loan		GSMC	GSMC	TownePlace Suites Redding	NAP			NAP
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	NAP			NAP
22	Loan		CCRE	CCRE	City Plaza I, II & III	United Farm Fam Mutual Ins.	6,110	3/31/2018	Spaceman Ventures	4,999	8/27/2024
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	Village Tavern	2,460	2/28/2017	Subway	1,600	9/30/2018
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	NAP			NAP
25	Loan		GSMC	GSMC	StorQuest Super Space	NAP			NAP
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	Pediatrics Gems PC	2,619	10/31/2018	Performing Arts Physical Therapy	1,387	MTM
27	Loan		CCRE	CCRE	Fort Howard Square	Dollar Tree	8,470	7/31/2018	Rue 21	5,532	1/31/2018
28	Loan		GSMC	GSMC	All Storage Paloma Creek	NAP			NAP
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Shane’s Rib Shack	2,400	11/30/2019	Starbucks	1,810	4/30/2017
30	Loan		CCRE	CCRE	Conyers Crossing	Cici’s Pizza	3,825	11/30/2016	Burger King	3,820	1/17/2029
31	Loan	34	CCRE	CCRE	1300 West Belmont	Goldenview Ultrasound	1,475	12/31/2015	Lisa Oldham	1,422	12/31/2015
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	McKinney Outdoor Power	2,800	5/31/2018	Dental One	2,600	3/16/2023
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	Town Crier Sundries	2,500	2/28/2018	L.A. Nails & Spa	1,250	9/30/2016
34	Loan		CCRE	CCRE	Newell Apartments	NAP			NAP
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	NAP			NAP
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio
36.01	Property				Bayview Estates	NAP			NAP
36.02	Property				Eagles Nest Estates	NAP			NAP
37	Loan		GSMC	GSMC	Fiesta Plaza	Pleasant Croissants	2,310	7/31/2019	Crepe Bar	2,040	9/30/2020
38	Loan		CCRE	CCRE	CVS Homosassa	NAP			NAP
39	Loan		CCRE	CCRE	Wagon Trail Industrial	NAP			NAP

A-30

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Environmental Phase I Report Date

Environmental Phase II

Environmental Phase II Report Date

Engineering Report Date

Seismic Report Date

PML or SEL (%)

Earthquake Insurance Required

Upfront RE Tax Reserve ($)

1

Loan

8, 9, 10

GSMC

GSMC

590 Madison Avenue

8/27/2015

No

NAP

9/2/2015

NAP

NAP

No

0

2

Loan

11, 12, 13

GSMC

GSMC

South Plains Mall

9/1/2015

No

NAP

10/19/2015

NAP

NAP

No

0

3

Loan

11, 14, 15, 16

GSMC

GSMC

Westin Boston Waterfront

10/21/2015

No

NAP

10/21/2015

NAP

NAP

No

0

4

Loan

17

CCRE, GSMC

GSMC

Element LA

10/1/2015

No

NAP

9/14/2015

9/14/2015

12%

No

760,000

5

Loan

11, 18, 19

GSMC

GSMC

Glenbrook Square

10/6/2015

No

NAP

10/6/2015

NAP

NAP

No

0

6

Loan

11, 20, 21, 22, 23

GSMC

GSMC

Hammons Hotel Portfolio

No

3,172,482

6.01

Property

24

Embassy Suites Concord, NC

6/25/2015

No

NAP

6/24/2015

NAP

NAP

No

6.02

Property

Embassy Suites Murfreesboro, TN

6/24/2015

No

NAP

6/24/2015

NAP

NAP

No

6.03

Property

Embassy Suites Norman, OK

6/24/2015

No

NAP

6/24/2015

NAP

NAP

No

6.04

Property

Courtyard by Marriott Dallas/Allen, TX

6/24/2015

No

NAP

6/24/2015

NAP

NAP

No

6.05

Property

25

Renaissance by Marriott Phoenix/Glendale, AZ

6/25/2015

No

NAP

6/24/2015

NAP

NAP

No

6.06

Property

Embassy Suites Huntsville, AL

6/25/2015

No

NAP

6/24/2015

NAP

NAP

No

6.07

Property

Residence Inn by Marriott Kansas City, MO

6/25/2015

No

NAP

6/24/2015

NAP

NAP

No

7

Loan

GSMC

GSMC

Deerfield Crossing

7/20/2015

No

NAP

7/17/2015

NAP

NAP

No

0

8

Loan

CCRE

CCRE

Clover Ridge East

10/26/2015

No

NAP

9/21/2015

NAP

NAP

No

262,500

9

Loan

GSCRE

GSMC

Edgewater Crossing Apartments

9/11/2015

No

NAP

9/3/2015

NAP

NAP

No

136,032

10

Loan

26, 27

GSMC

GSMC

GSA Portfolio

No

151,195

10.01

Property

Mobile

9/30/2015

No

NAP

9/24/2015

NAP

NAP

No

10.02

Property

Savannah

9/28/2015

No

NAP

9/25/2015

NAP

NAP

No

10.03

Property

10

Covington

9/28/2015

No

NAP

9/25/2015

NAP

NAP

No

10.04

Property

Nashville

9/24/2015

No

NAP

9/30/2015

NAP

NAP

No

10.05

Property

Memphis - Midtown

9/28/2015

No

NAP

9/30/2015

9/30/2015

7%

No

10.06

Property

Atlanta

9/28/2015

No

NAP

9/21/2015

NAP

NAP

No

10.07

Property

Tallahassee

9/24/2015

No

NAP

9/24/2015

NAP

NAP

No

10.08

Property

Elizabethtown

9/25/2015

No

NAP

9/30/2015

NAP

NAP

No

10.09

Property

Greenville

9/30/2015

No

NAP

9/25/2015

NAP

NAP

No

10.10

Property

Birmingham

9/23/2015

No

NAP

9/30/2015

NAP

NAP

No

10.11

Property

Paducah

9/24/2015

No

NAP

9/30/2015

NAP

NAP

No

10.12

Property

Little Rock

9/28/2015

No

NAP

9/24/2015

NAP

NAP

No

10.13

Property

Huntsville

9/23/2015

No

NAP

9/30/2015

NAP

NAP

No

10.14

Property

Columbus

9/29/2015

No

NAP

9/30/2015

NAP

NAP

No

10.15

Property

Memphis - North

9/23/2015

No

NAP

9/30/2015

9/30/2015

6%

No

10.16

Property

Frankfort

9/25/2015

No

NAP

9/30/2015

NAP

NAP

No

10.17

Property

Henderson

9/28/2015

No

NAP

9/30/2015

NAP

NAP

No

10.18

Property

Gadsden

9/24/2015

No

NAP

9/30/2015

NAP

NAP

No

10.19

Property

Bessemer

9/29/2015

No

NAP

9/30/2015

NAP

NAP

No

10.20

Property

Richmond

9/24/2015

No

NAP

9/30/2015

NAP

NAP

No

10.21

Property

Tullahoma

9/23/2015

No

NAP

9/30/2015

NAP

NAP

No

10.22

Property

Fairhope

9/24/2015

No

NAP

9/24/2015

NAP

NAP

No

10.23

Property

Lawrenceburg

9/25/2015

No

NAP

9/30/2015

NAP

NAP

No

10.24

Property

Moss Point

9/24/2015

No

NAP

9/24/2015

NAP

NAP

No

11

Loan

11

GSMC

GSMC

Pine Creek Shopping Center

9/15/2015

No

NAP

9/17/2015

9/25/2015

6%

No

0

12

Loan

CCRE

CCRE

Bernal Plaza

7/24/2015

Yes

9/11/2015

7/24/2015

7/24/2015

14%

No

189,333

13

Loan

11, 28, 29, 30, 31

GSMC

GSMC

DoubleTree Hotel Universal

7/28/2015

No

NAP

8/14/2015

NAP

NAP

No

548,750

14

Loan

32

GSMC

GSMC

Lake Forest Place

7/17/2015

No

NAP

7/17/2015

NAP

NAP

No

0

15

Loan

11

GSMC

GSMC

East Viking Plaza

9/4/2015

No

NAP

9/4/2015

NAP

NAP

No

30,760

16

Loan

CCRE

CCRE

Latham Crossing & Crossroads Plaza

9/10/2015

No

NAP

8/19/2015

NAP

NAP

No

162,776

A-31

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Environmental Phase I Report Date

Environmental Phase II

Environmental Phase II Report Date

Engineering Report Date

Seismic Report Date

PML or SEL (%)

Earthquake Insurance Required

Upfront RE Tax Reserve ($)

17

Loan

GSMC

GSMC

Firewheel Plaza Shopping Center

9/11/2015

No

NAP

9/15/2015

NAP

NAP

No

0

18

Loan

GSMC

GSMC

Country Creek Commons

8/28/2015

No

NAP

8/27/2015

NAP

NAP

No

38,833

19

Loan

11

GSMC

GSMC

Homewood Suites Charlotte

7/23/2015

No

NAP

7/24/2015

NAP

NAP

No

148,208

20

Loan

GSMC

GSMC

TownePlace Suites Redding

7/16/2015

No

NAP

7/17/2015

7/16/2015

2%

No

60,215

21

Loan

GSMC

GSMC

Extra Space Storage Gaithersburg

8/28/2015

No

NAP

9/10/2015

NAP

NAP

No

69,347

22

Loan

CCRE

CCRE

City Plaza I, II & III

9/1/2015

No

NAP

8/31/2015

NAP

NAP

No

25,417

23

Loan

GSMC

GSMC

Walkers Village Shopping Center

8/27/2015

Yes

9/28/2015

8/18/2015

NAP

NAP

No

20,760

24

Loan

CCRE

CCRE

Shaw’s Littleton, NH

9/28/2015

No

NAP

9/22/2015

NAP

NAP

No

0

25

Loan

GSMC

GSMC

StorQuest Super Space

9/8/2015

No

NAP

9/29/2015

9/1/2015

9%

No

11,607

26

Loan

CCRE

CCRE

Carthay Circle Garden Plaza

8/3/2015

No

NAP

8/3/2015

8/3/2015

11%

No

48,333

27

Loan

CCRE

CCRE

Fort Howard Square

8/27/2015

No

NAP

8/17/2015

NAP

NAP

No

6,288

28

Loan

GSMC

GSMC

All Storage Paloma Creek

9/14/2015

No

NAP

9/12/2015

NAP

NAP

No

0

29

Loan

33

GSMC

GSMC

Riverwalk Shopping Center

8/31/2015

No

NAP

8/31/2015

NAP

NAP

No

6,047

30

Loan

CCRE

CCRE

Conyers Crossing

6/2/2015

Yes

8/18/2015

6/1/2015

NAP

NAP

No

17,190

31

Loan

34

CCRE

CCRE

1300 West Belmont

6/19/2015

No

NAP

6/11/2015

NAP

NAP

No

37,667

32

Loan

11

GSMC

GSMC

Shops at Eagle Point

9/11/2015

No

NAP

9/15/2015

NAP

NAP

No

0

33

Loan

35

CCRE

CCRE

Berryland Shopping Center

9/15/2015

No

NAP

8/25/2015

NAP

NAP

No

30,250

34

Loan

CCRE

CCRE

Newell Apartments

8/20/2015

No

NAP

8/20/2015

NAP

NAP

No

3,103

35

Loan

GSMC

GSMC

Park Plaza Shopping Center

10/5/2015

No

NAP

10/5/2015

NAP

NAP

No

0

36

Loan

CCRE

CCRE

Farrell-Roeh MHC Portfolio

No

7,334

36.01

Property

Bayview Estates

10/26/2015

No

NAP

9/17/2015

NAP

NAP

No

36.02

Property

Eagles Nest Estates

10/26/2015

No

NAP

9/17/2015

NAP

NAP

No

37

Loan

GSMC

GSMC

Fiesta Plaza

8/27/2015

No

NAP

8/24/2015

NAP

NAP

No

3,991

38

Loan

CCRE

CCRE

CVS Homosassa

9/2/2015

No

NAP

9/1/2015

NAP

NAP

No

0

39

Loan

CCRE

CCRE

Wagon Trail Industrial

5/26/2015

No

NAP

5/21/2015

NAP

NAP

No

2,333

A-32

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Ongoing RE Tax Reserve ($)	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)	Replacement Reserve Caps ($)	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	0	0	0	0	0	0	19,000,000	0
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	0	0	0	517,000	0	127,068	0	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	0	0	0	0	0	0	0	0
4	Loan	17	CCRE, GSMC	GSMC	Element LA	190,000	0	0	0	3,550	127,817	0	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	0	0	0	0	0	108,128	0	0
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	358,585	0	0	0	360,433	0	0	0
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	0	0	0	0	7,160	0	0	31,250
8	Loan		CCRE	CCRE	Clover Ridge East	43,750	58,415	5,078	0	7,112	0	0	0
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	17,004	27,091	9,307	0	5,542	0	0	0
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	60,697	66,863	13,546	0	13,382	481,735	0	34,105
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	0	0	0	0	0	0	450,000	0
12	Loan		CCRE	CCRE	Bernal Plaza	47,333	27,153	2,468	0	0	0	0	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	68,594	0	0	0	98,485	0	0	0
14	Loan	32	GSMC	GSMC	Lake Forest Place	0	0	0	0	4,861	0	0	16,667
15	Loan	11	GSMC	GSMC	East Viking Plaza	10,253	0	0	0	1,141	54,764	0	6,250
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	27,129	13,587	4,529	0	1,679	115,835	0	4,197

A-33

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Ongoing RE Tax Reserve ($)	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)	Replacement Reserve Caps ($)	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	36,229	69,244	5,803	0	2,007	72,253	0	5,018
18	Loan		GSMC	GSMC	Country Creek Commons	19,417	0	0	0	4,051	0	0	8,333
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	16,468	14,728	1,636	0	12,965	0	0	0
20	Loan		GSMC	GSMC	TownePlace Suites Redding	8,602	5,964	1,988	0	11,272	0	0	0
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	10,275	0	0	0	761	27,386	0	0
22	Loan		CCRE	CCRE	City Plaza I, II & III	25,417	13,416	1,491	0	1,341	0	100,000	5,030
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	10,380	8,550	1,710	0	1,226	0	0	4,167
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	0	0	0	0	0	0	0	1,833
25	Loan		GSMC	GSMC	StorQuest Super Space	5,803	0	0	0	1,238	29,717	0	0
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	12,083	3,481	770	0	451	0	250,000	0
27	Loan		CCRE	CCRE	Fort Howard Square	6,288	18,568	1,688	0	1,894	0	0	4,736
28	Loan		GSMC	GSMC	All Storage Paloma Creek	16,445	8,846	1,106	0	643	23,131	0	0
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	6,047	4,934	449	0	564	20,292	0	2,500
30	Loan		CCRE	CCRE	Conyers Crossing	17,190	22,596	2,054	0	2,841	0	0	7,103
31	Loan	34	CCRE	CCRE	1300 West Belmont	9,417	6,708	958	0	1,280	0	0	2,559
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	19,776	19,009	1,602	0	417	10,000	0	1,567
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	2,750	31,625	2,875	0	1,212	0	25,000	1,516
34	Loan		CCRE	CCRE	Newell Apartments	3,103	7,680	1,097	0	208	0	0	0
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	0	0	0	0	1,111	39,993	0	0
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	3,667	14,756	1,341	0	1,189	0	0	0
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	3,991	0	0	0	1,795	86,160	0	2,025
38	Loan		CCRE	CCRE	CVS Homosassa	0	1,727	864	0	230	0	0	0
39	Loan		CCRE	CCRE	Wagon Trail Industrial	1,167	1,533	511	0	284	0	0	946

A-34

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	TI/LC Caps ($)	Upfront Debt Service Reserve ($)	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)	Ongoing Environmental Reserve ($)
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	0	0	0	0	0	0	0
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	508,298	0	0	0	0	0	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	0	0	0	300,000	0	0	0
4	Loan	17	CCRE, GSMC	GSMC	Element LA	0	0	0	0	0	193,750	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	432,511	0	0	0	0	0	0
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	0	0	0	0	0	0	0
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	1,500,000	0	0	0	0	0	0
8	Loan		CCRE	CCRE	Clover Ridge East	0	0	0	16,125	0	0	0
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	0	0	0	0	0	0	0
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	1,227,774	0	0	72,966	0	0	0
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	0	0	0	75,900	0	0	0
12	Loan		CCRE	CCRE	Bernal Plaza	0	0	0	0	0	0	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	0	0	0	77,550	0	0	0
14	Loan	32	GSMC	GSMC	Lake Forest Place	600,000	0	0	1,819,300	0	17,500	0
15	Loan	11	GSMC	GSMC	East Viking Plaza	300,000	0	0	0	0	0	0
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	251,815	0	0	208,000	0	0	0

A-35

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	TI/LC Caps ($)	Upfront Debt Service Reserve ($)	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)	Ongoing Environmental Reserve ($)
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	180,632	0	0	0	0	0	0
18	Loan		GSMC	GSMC	Country Creek Commons	400,000	0	0	30,140	0	0	0
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	0	0	0	0	0	0	0
20	Loan		GSMC	GSMC	TownePlace Suites Redding	0	0	0	0	0	0	0
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	0	0	0	0	0	0	0
22	Loan		CCRE	CCRE	City Plaza I, II & III	300,000	0	0	7,188	0	0	0
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	200,000	0	0	20,600	0	0	0
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	0	41,090	0	0	0	0	0
25	Loan		GSMC	GSMC	StorQuest Super Space	0	0	0	29,783	0	0	0
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	250,000	0	0	0	0	0	0
27	Loan		CCRE	CCRE	Fort Howard Square	350,000	0	0	21,843	0	0	0
28	Loan		GSMC	GSMC	All Storage Paloma Creek	0	0	0	0	0	0	0
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	150,000	0	0	7,590	0	0	0
30	Loan		CCRE	CCRE	Conyers Crossing	350,000	0	0	0	0	15,000	0
31	Loan	34	CCRE	CCRE	1300 West Belmont	122,904	0	0	0	0	0	0
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	56,424	0	0	0	0	0	0
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	70,000	0	0	405,750	0	0	0
34	Loan		CCRE	CCRE	Newell Apartments	0	0	0	0	0	0	0
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	0	0	0	4,565	0	0	0
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	0	0	0	35,063	0	0	0
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	97,200	0	0	71,472	0	0	0
38	Loan		CCRE	CCRE	CVS Homosassa	0	0	0	0	0	0	0
39	Loan		CCRE	CCRE	Wagon Trail Industrial	0	12,349	0	0	0	0	0

A-36

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Upfront Other Reserve ($)	Ongoing Other Reserve ($)	Other Reserve Description
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	32,111,456	0	Unfunded Obligations Reserve
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	0	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	3,500,000	62,500	Plaza Reserves Holdback ($3,000,000), Ground Rent Holdback ($500,000), Monthly Ground Rent Reserve ($62,500)
4	Loan	17	CCRE, GSMC	GSMC	Element LA	0	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	0	0
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	8,562,974	98,159	PIP Reserve ($5,000,000 Renaissance Glendale, AZ, $1,940,000 Courtyard Allen, TX, $950,000 Residence Inn Kansas City, MO); Upfront Ground Rent Reserve ($672,974) and Monthly Ground Rent Reserve ($98,159)
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	365,962	0	Unfunded Obligations Reserve
8	Loan		CCRE	CCRE	Clover Ridge East	0	0
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	0	0
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	500,000	0	Cap-X/TILC Reserve
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	0	0
12	Loan		CCRE	CCRE	Bernal Plaza	0	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	13,457,731	0	PIP Reserve
14	Loan	32	GSMC	GSMC	Lake Forest Place	142,198	0	Unfunded Obligations Reserve
15	Loan	11	GSMC	GSMC	East Viking Plaza	756,007	0	Unfunded Obligations Reserve ($248,338); Expansion Obligations Reserve ($428,803); New Lease Reserve ($78,866)
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	7,000	0	Ground Lease Reserve

A-37

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Upfront Other Reserve ($)	Ongoing Other Reserve ($)	Other Reserve Description
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	0	0
18	Loan		GSMC	GSMC	Country Creek Commons	0	0
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	0	0
20	Loan		GSMC	GSMC	TownePlace Suites Redding	0	0
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	0	0
22	Loan		CCRE	CCRE	City Plaza I, II & III	0	0
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	0	0
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	0	0
25	Loan		GSMC	GSMC	StorQuest Super Space	0	0
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	0	0
27	Loan		CCRE	CCRE	Fort Howard Square	0	0
28	Loan		GSMC	GSMC	All Storage Paloma Creek	0	0
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	0	0
30	Loan		CCRE	CCRE	Conyers Crossing	0	0
31	Loan	34	CCRE	CCRE	1300 West Belmont	0	0
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	114,291	0	Unfunded Obligations Reserve
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	473,233	0	Anchor Tenant Rollover Reserve
34	Loan		CCRE	CCRE	Newell Apartments	0	0
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	95,013	0	Unfunded Obligations Reserve
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	0	0
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	0	0
38	Loan		CCRE	CCRE	CVS Homosassa	0	0
39	Loan		CCRE	CCRE	Wagon Trail Industrial	0	0

A-38

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Borrower Name	Delaware Statutory Trust?
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	590 Madison Avenue, LLC	No
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Macerich South Plains LP	No
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	DiamondRock Boston Owner, LLC and DiamondRock Boston Retail Owner, LLC	No
4	Loan	17	CCRE, GSMC	GSMC	Element LA	Hudson Element LA, LLC	No
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	GGP-Glenbrook L.L.C.	No
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	JQH-Allen Development, LLC, JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC, JQH-Kansas City Development, LLC, JQH-Murfreesboro Development, LLC and JQH-Norman Development, LLC	No
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	GS-A Deerfield Crossing Owner LLC	No
8	Loan		CCRE	CCRE	Clover Ridge East	Clover Ridge Associates LLC	No
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	Edgewater Crossings, Ltd.	No
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	MSDG Atlanta South, LLC, MSDG Bessemer, LLC, MSDG Birmingham, LLC, MSDG Columbus, LLC, MSDG Covington, LLC, MSDG Elizabethtown, LLC, MSDG Fairhope, LLC, MSDG Frankfort, LLC, MSDG Gadsden, LLC, MSDG Greenville, LLC, MSDG Henderson, LLC, MSDG Huntsville, LLC, MSDG Lawrenceburg, LLC, MSDG Little Rock, LLC, MSDG Memphis Midtown, LLC, MSDG Memphis North, LLC, MSDG Mobile, LLC, MSDG Moss Point, LLC, MSDG Nashville, LLC, MSDG Paducah, LLC, MSDG Richmond, LLC, MSDG Savannah, LLC, MSDG Tallahassee, LLC and MSDG Tullahoma, LLC	No
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	Pine Creek Owner LLC	No
12	Loan		CCRE	CCRE	Bernal Plaza	Facchino/LaBarbera Bernal Plaza DE LLC	No
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	X Fund Properties LLC	No
14	Loan	32	GSMC	GSMC	Lake Forest Place	GS-A Lake Forest Place Owner LLC	No
15	Loan	11	GSMC	GSMC	East Viking Plaza	Midland Tarkenton, LLC	No
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Manorgate, Inc.	No

A-39

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Borrower Name	Delaware Statutory Trust?
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Firewheel Shops, LLC	No
18	Loan		GSMC	GSMC	Country Creek Commons	Eagle Creek Master LLC	No
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	Tara of Ballantyne LLC	No
20	Loan		GSMC	GSMC	TownePlace Suites Redding	Redding Hospitality, L.L.C.	No
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	Hexon Woodfield SS, LLC	No
22	Loan		CCRE	CCRE	City Plaza I, II & III	City Plaza, LLC, Two City Plaza, LLC and Three City Plaza, LLC	No
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	Walkers Village Sandstone Associates, LLC	No
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	Rattlesnake Northern, LLC	No
25	Loan		GSMC	GSMC	StorQuest Super Space	10815 Double R SP, LLC	No
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	955 Carrillo Drive, LLC	No
27	Loan		CCRE	CCRE	Fort Howard Square	WHLR-FT. Howard Square, LLC	No
28	Loan		GSMC	GSMC	All Storage Paloma Creek	Paloma Creek All Storage, Ltd.	No
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Riverside Crossing Partners, LLC	No
30	Loan		CCRE	CCRE	Conyers Crossing	WHLR-Conyers Crossing, LLC	No
31	Loan	34	CCRE	CCRE	1300 West Belmont	F and S Limited Partnership	No
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Shops at Eagle Point, LP	No
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	Victory Berryland, L.L.C.	No
34	Loan		CCRE	CCRE	Newell Apartments	Raining Combos Caldwell LLC	No
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	Park Plaza Shopping Center, LLC	No
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	FR Syracuse, LLC and FR Eagles Nest, LLC	No
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	Fiesta Plaza Tempe, LLC	No
38	Loan		CCRE	CCRE	CVS Homosassa	Myrtle-Homosassa, LLC, Winwood-Homosassa 2, LLC and Winwood-Homosassa 3, LLC	No
39	Loan		CCRE	CCRE	Wagon Trail Industrial	ABI LLC	No

A-40

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Carve-out Guarantor	Loan Purpose	Loan Amount (sources)	Principal’s New Cash Contribution (7)	Subordinate Debt
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	None	Refinance	369,366,000	0	280,634,000
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	Pacific Premier Retail Trust LLC	Recapitalization	200,000,000	0	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	DiamondRock Hospitality Limited Partnership	Recapitalization	205,000,000	0	0
4	Loan	17	CCRE, GSMC	GSMC	Element LA	Hudson Pacific Properties, L.P.	Refinance	168,000,000	0	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	GGP Limited Partnership	Recapitalization	162,000,000	0	0
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	Revocable Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated	Refinance	250,800,000	0	0
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	Blue Ash Deerfield Holdings LLC	Acquisition	31,950,000	10,133,800	0
8	Loan		CCRE	CCRE	Clover Ridge East	Alan J. Hayman and Andrew Hayman	Acquisition	31,500,000	10,463,860	0
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	J. Wallace Nall, Jr., Wesley L. Burnham, Jr., J. Wallace Nall, III, Paul M. Whatley, Jr. and Robert D. Reich, Jr.	Refinance	31,200,000	128,646	0
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	David G. Chandler and Darell Ray Pierce	Refinance	54,768,750	811,256	0
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	ACREG Investment Holdings LLC	Acquisition	25,900,000	12,604,277	0
12	Loan		CCRE	CCRE	Bernal Plaza	Michael T. LaBarbera and Robert B. Facchino, II	Refinance	24,000,000	0	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	Sagicor Real Estate X Fund Limited and X Fund Properties Limited	Acquisition	51,000,000	38,519,818	0
14	Loan	32	GSMC	GSMC	Lake Forest Place	Blue Ash Deerfield Holdings LLC	Acquisition	18,610,000	6,562,028	0
15	Loan	11	GSMC	GSMC	East Viking Plaza	John I. Silverman	Refinance	17,000,000	0	0
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	Eugene Weiss Terminating Trust f/k/a Eugene Weiss Revocable Trust	Refinance	15,400,000	0	0

A-41

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Carve-out Guarantor	Loan Purpose	Loan Amount (sources)	Principal’s New Cash Contribution (7)	Subordinate Debt
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	Jay Schuminsky	Acquisition	14,500,000	9,825,068	0
18	Loan		GSMC	GSMC	Country Creek Commons	Peter K. Burton and Robert M. Katzman	Refinance	13,500,000	0	0
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	Pratapkumar B. Patel, Yogendrakumar H. Patel and Hasmukh H. Patel	Refinance	12,000,000	0	0
20	Loan		GSMC	GSMC	TownePlace Suites Redding	Kelly Heil and John C. Della Penna	Refinance	10,920,000	0	0
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	John A. O’Donnell	Refinance	9,000,000	0	0
22	Loan		CCRE	CCRE	City Plaza I, II & III	Ryan C. Rans	Refinance	8,250,000	0	0
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	Fredric A. Tomarchio	Refinance	7,700,000	0	0
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	Steven J. Striar	Refinance	7,500,000	0	0
25	Loan		GSMC	GSMC	StorQuest Super Space	William W. Hobin, Clark W. Porter and Timothy B. Hobin	Acquisition	7,480,000	3,377,049	0
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	Babak Azizzadeh and John Landsberger	Acquisition	7,250,000	4,851,402	0
27	Loan		CCRE	CCRE	Fort Howard Square	Wheeler REIT, L.P.	Acquisition	7,100,000	4,526,870	0
28	Loan		GSMC	GSMC	All Storage Paloma Creek	Jay Schuminsky	Refinance	7,000,000	0	0
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	Robert H. Ledbetter, Jr.	Refinance	6,600,000	41,577	0
30	Loan		CCRE	CCRE	Conyers Crossing	Wheeler REIT, L.P.	Acquisition	5,960,000	4,939,739	0
31	Loan	34	CCRE	CCRE	1300 West Belmont	Marc A. Harris	Refinance	5,600,000	0	0
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	Jay Schuminsky	Recapitalization	5,500,000	0	0
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	Victory Real Estate Investments, LLC	Refinance	5,100,000	0	0
34	Loan		CCRE	CCRE	Newell Apartments	Alexander J. Hodara, Vincent J. Vomero and Jeffrey M. Zucker	Refinance	4,900,000	0	0
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	David Lowry and Patricia Lowry	Acquisition	4,550,000	4,249,855	0
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	John D. Strohm	Refinance	4,200,000	0	0
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	Jonathan M. Rayden	Acquisition	3,740,000	2,164,720	0
38	Loan		CCRE	CCRE	CVS Homosassa	Paul Amato and Enzo Bonura	Acquisition	3,000,000	2,963,159	0
39	Loan		CCRE	CCRE	Wagon Trail Industrial	Alan Strusser	Refinance	1,750,000	0	0

A-42

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Other Sources	Total Sources	Loan Payoff	Purchase Price	Closing Costs	Reserves	Principal Equity Distribution	Other Uses
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	0	650,000,000	371,034,528	0	11,689,121	51,111,456	216,164,895	0
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	0	200,000,000	0	0	1,495,593	517,000	197,987,407	0
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	0	205,000,000	0	0	1,083,811	3,800,000	200,116,189	0
4	Loan	17	CCRE, GSMC	GSMC	Element LA	0	168,000,000	83,176,227	0	5,553,415	953,750	78,316,608	0
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	0	162,000,000	0	0	627,695	0	161,372,305	0
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	0	250,800,000	214,972,179	0	3,627,650	11,735,456	20,464,715	0
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	0	42,083,800	0	41,500,000	217,838	365,962	0	0
8	Loan		CCRE	CCRE	Clover Ridge East	0	41,963,860	0	41,500,000	126,820	337,040	0	0
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	0	31,328,646	30,424,688	0	740,836	163,123	0	0
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	0	55,580,006	53,032,333	0	1,756,648	791,025	0	0
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	0	38,504,277	0	37,750,000	228,377	525,900	0	0
12	Loan		CCRE	CCRE	Bernal Plaza	0	24,000,000	20,635,844	0	369,957	216,486	2,777,714	0
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	0	89,519,818	0	75,000,000	435,786	14,084,031	0	0
14	Loan	32	GSMC	GSMC	Lake Forest Place	0	25,172,028	0	23,000,000	193,030	1,978,998	0	0
15	Loan	11	GSMC	GSMC	East Viking Plaza	0	17,000,000	14,074,139	0	321,783	786,767	1,817,312	0
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	0	15,400,000	14,177,561	0	580,639	391,363	250,437	0

A-43

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Other Sources	Total Sources	Loan Payoff	Purchase Price	Closing Costs	Reserves	Principal Equity Distribution	Other Uses
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	0	24,325,068	0	23,600,000	655,824	69,244	0	0
18	Loan		GSMC	GSMC	Country Creek Commons	0	13,500,000	12,567,811	0	202,759	68,973	660,457	0
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	0	12,000,000	8,450,558	0	175,067	162,936	3,211,439	0
20	Loan		GSMC	GSMC	TownePlace Suites Redding	0	10,920,000	8,910,685	0	313,113	66,179	1,630,023	0
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	0	9,000,000	5,825,326	0	269,589	69,347	2,835,738	0
22	Loan		CCRE	CCRE	City Plaza I, II & III	0	8,250,000	7,393,031	0	316,008	146,020	394,941	0
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	0	7,700,000	7,224,150	0	220,198	49,910	205,741	0
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	0	7,500,000	6,199,217	0	209,242	41,090	1,050,451	0
25	Loan		GSMC	GSMC	StorQuest Super Space	0	10,857,049	0	10,680,000	135,660	41,389	0	0
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	0	12,101,402	0	11,650,000	149,587	301,815	0	0
27	Loan		CCRE	CCRE	Fort Howard Square	0	11,626,870	0	11,500,000	80,171	46,699	0	0
28	Loan		GSMC	GSMC	All Storage Paloma Creek	0	7,000,000	3,158,181	0	327,467	8,846	3,505,506	0
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	0	6,641,577	6,459,172	0	163,834	18,571	0	0
30	Loan		CCRE	CCRE	Conyers Crossing	0	10,899,739	0	10,750,000	94,954	54,785	0	0
31	Loan	34	CCRE	CCRE	1300 West Belmont	0	5,600,000	3,895,864	0	318,923	44,375	1,340,838	0
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	0	5,500,000	0	0	337,213	133,300	5,029,487	0
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	0	5,100,000	0	0	4,134,142	965,858	0	0
34	Loan		CCRE	CCRE	Newell Apartments	0	4,900,000	4,354,723	0	152,932	10,783	381,562	0
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	0	8,799,855	0	8,545,000	155,277	99,578	0	0
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	0	4,200,000	730,590	0	60,234	57,152	3,352,024	0
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	0	5,904,720	0	5,754,000	75,257	75,463	0	0
38	Loan		CCRE	CCRE	CVS Homosassa	0	5,963,159	0	5,900,000	61,432	1,727	0	0
39	Loan		CCRE	CCRE	Wagon Trail Industrial	0	1,750,000	1,630,430	0	46,015	16,215	57,340	0

A-44

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Total Uses	Lockbox	Cash Management
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	650,000,000	Hard	Springing
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	200,000,000	Hard	Springing
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	205,000,000	Hard	In Place
4	Loan	17	CCRE, GSMC	GSMC	Element LA	168,000,000	Hard	Springing
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	162,000,000	Hard	Springing
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	250,800,000	Hard	Springing
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	42,083,800	Hard	Springing
8	Loan		CCRE	CCRE	Clover Ridge East	41,963,860	Springing	Springing
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	31,328,646	None	None
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	55,580,006	Springing	Springing
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	38,504,277	Hard	Springing
12	Loan		CCRE	CCRE	Bernal Plaza	24,000,000	Springing	Springing
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	89,519,818	Hard	Springing
14	Loan	32	GSMC	GSMC	Lake Forest Place	25,172,028	Hard	Springing
15	Loan	11	GSMC	GSMC	East Viking Plaza	17,000,000	Springing	Springing
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	15,400,000	Springing	Springing

A-45

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Total Uses	Lockbox	Cash Management
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	24,325,068	Springing	Springing
18	Loan		GSMC	GSMC	Country Creek Commons	13,500,000	Springing	Springing
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	12,000,000	Springing	Springing
20	Loan		GSMC	GSMC	TownePlace Suites Redding	10,920,000	Springing	Springing
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	9,000,000	None	None
22	Loan		CCRE	CCRE	City Plaza I, II & III	8,250,000	Springing	Springing
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	7,700,000	Springing	Springing
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	7,500,000	Hard	Springing
25	Loan		GSMC	GSMC	StorQuest Super Space	10,857,049	None	None
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	12,101,402	Springing	Springing
27	Loan		CCRE	CCRE	Fort Howard Square	11,626,870	Springing	Springing
28	Loan		GSMC	GSMC	All Storage Paloma Creek	7,000,000	Springing	Springing
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	6,641,577	Springing	Springing
30	Loan		CCRE	CCRE	Conyers Crossing	10,899,739	Springing	Springing
31	Loan	34	CCRE	CCRE	1300 West Belmont	5,600,000	Springing	Springing
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	5,500,000	Springing	Springing
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	5,100,000	Springing	Springing
34	Loan		CCRE	CCRE	Newell Apartments	4,900,000	Soft	Springing
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	8,799,855	Springing	Springing
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	4,200,000	Hard	Springing
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	5,904,720	Springing	Springing
38	Loan		CCRE	CCRE	CVS Homosassa	5,963,159	Hard	In Place
39	Loan		CCRE	CCRE	Wagon Trail Industrial	1,750,000	Hard	Springing

A-46

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Cash Management Triggers
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.40x
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront	(i) the occurrence of an Event of Default, (ii) Debt Yield is less than 7.00%, (iii) failure to deliver financial statements as required in the Loan Agreement
4	Loan	17	CCRE, GSMC	GSMC	Element LA	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) Debt Yield is less than 6.75%, (iv) the occurrence of a Tenant Major Event, (v) the occurrence of a Guarantor Downgrade Sweep Event
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Franchise Trigger Event, (v) failure of Sponsor to maintain net worth and liquidity above the respective thresholds
6.01	Property	24			Embassy Suites Concord, NC
6.02	Property				Embassy Suites Murfreesboro, TN
6.03	Property				Embassy Suites Norman, OK
6.04	Property				Courtyard by Marriott Dallas/Allen, TX
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ
6.06	Property				Embassy Suites Huntsville, AL
6.07	Property				Residence Inn by Marriott Kansas City, MO
7	Loan		GSMC	GSMC	Deerfield Crossing	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Specified Tenant Collection Period
8	Loan		CCRE	CCRE	Clover Ridge East	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement
10.01	Property				Mobile
10.02	Property				Savannah
10.03	Property	10			Covington
10.04	Property				Nashville
10.05	Property				Memphis - Midtown
10.06	Property				Atlanta
10.07	Property				Tallahassee
10.08	Property				Elizabethtown
10.09	Property				Greenville
10.10	Property				Birmingham
10.11	Property				Paducah
10.12	Property				Little Rock
10.13	Property				Huntsville
10.14	Property				Columbus
10.15	Property				Memphis - North
10.16	Property				Frankfort
10.17	Property				Henderson
10.18	Property				Gadsden
10.19	Property				Bessemer
10.20	Property				Richmond
10.21	Property				Tullahoma
10.22	Property				Fairhope
10.23	Property				Lawrenceburg
10.24	Property				Moss Point
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 70% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Rollover Trigger Event
12	Loan		CCRE	CCRE	Bernal Plaza	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.10x
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) so long as any PIP Requirements remain outstanding, failure of Sponsor to maintain net worth and liquidity above the respective thresholds
14	Loan	32	GSMC	GSMC	Lake Forest Place	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.30x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Specified Tenant Collection Period
15	Loan	11	GSMC	GSMC	East Viking Plaza	(i) the occurrence of an Event of Default, (ii) beginning with the fiscal quarter ending December 31, 2016, DSCR is less than 1.10x, (iii) failure to deliver financial statements as required in the Loan Agreement
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.15x, (iv) the occurrence of a Lease Sweep Period

A-47

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Cash Management Triggers
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Critical Tenant Period
18	Loan		GSMC	GSMC	Country Creek Commons	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Rollover Trigger Event
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement
20	Loan		GSMC	GSMC	TownePlace Suites Redding	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Franchise Trigger Event
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) failure to deliver financial statements as required in the Loan Agreement
22	Loan		CCRE	CCRE	City Plaza I, II & III	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.10x
23	Loan		GSMC	GSMC	Walkers Village Shopping Center	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 80% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Rollover Trigger Event
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.15x, (iv) the occurrence of a Lease Sweep Period
25	Loan		GSMC	GSMC	StorQuest Super Space	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) failure to deliver financial statements as required in the Loan Agreement
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.10x
27	Loan		CCRE	CCRE	Fort Howard Square	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) DSCR is less than 1.15x
28	Loan		GSMC	GSMC	All Storage Paloma Creek	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) failure to deliver financial statements as required in the Loan Agreement
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement
30	Loan		CCRE	CCRE	Conyers Crossing	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) DSCR is less than 1.15x, (iv) the occurrence of an Anchor Tenant Trigger Event
31	Loan	34	CCRE	CCRE	1300 West Belmont	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.10x, (iv) Occupancy is less than 78%
32	Loan	11	GSMC	GSMC	Shops at Eagle Point	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) failure to deliver financial statements as required in the Loan Agreement
33	Loan	35	CCRE	CCRE	Berryland Shopping Center	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) DSCR is less than 1.15x, (iv) the occurrence of an Anchor Tenant Trigger Event
34	Loan		CCRE	CCRE	Newell Apartments	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.10x
35	Loan		GSMC	GSMC	Park Plaza Shopping Center	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.35x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Rollover Trigger Event
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.35x
36.01	Property				Bayview Estates
36.02	Property				Eagles Nest Estates
37	Loan		GSMC	GSMC	Fiesta Plaza	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of an Alegrias Reserve Trigger Event
38	Loan		CCRE	CCRE	CVS Homosassa	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal or Manager, (iii) DSCR is less than 1.55x, (iv) the occurrence of a Lease Sweep Period
39	Loan		CCRE	CCRE	Wagon Trail Industrial	(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Principal, Guarantor or Manager, (iii) DSCR is less than 1.10x, (iv) the occurrence of a Lease Sweep Period

A-48

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Ground Lease Y/N

Ground Lease Expiration Date

Annual Ground Lease Payment ($)

Cut-off Date Pari Passu Companion Loan Balance ($)

Cut-off Date Subordinate Companion Loan Balance ($)

Subordinate Companion Loan Interest Rate

Cut-off Date Mezzanine Debt Balance ($)

1

Loan

8, 9, 10

GSMC

GSMC

590 Madison Avenue

No

269,366,000

280,634,000

3.81500%

2

Loan

11, 12, 13

GSMC

GSMC

South Plains Mall

No

130,000,000

3

Loan

11, 14, 15, 16

GSMC

GSMC

Westin Boston Waterfront

Yes

5/26/2099

750,000

135,000,000

4

Loan

17

CCRE, GSMC

GSMC

Element LA

No

98,000,000

5

Loan

11, 18, 19

GSMC

GSMC

Glenbrook Square

No

102,000,000

6

Loan

11, 20, 21, 22, 23

GSMC

GSMC

Hammons Hotel Portfolio

205,079,002

6.01

Property

24

Embassy Suites Concord, NC

Yes

12/9/2059

0

6.02

Property

Embassy Suites Murfreesboro, TN

No

6.03

Property

Embassy Suites Norman, OK

No

6.04

Property

Courtyard by Marriott Dallas/Allen, TX

No

6.05

Property

25

Renaissance by Marriott Phoenix/Glendale, AZ

Yes

1/29/2063

1,419,741

6.06

Property

Embassy Suites Huntsville, AL

Yes

2/15/2104

224,595

6.07

Property

Residence Inn by Marriott Kansas City, MO

No

7

Loan

GSMC

GSMC

Deerfield Crossing

No

8

Loan

CCRE

CCRE

Clover Ridge East

No

9

Loan

GSCRE

GSMC

Edgewater Crossing Apartments

No

10

Loan

26, 27

GSMC

GSMC

GSA Portfolio

27,384,375

10.01

Property

Mobile

No

10.02

Property

Savannah

No

10.03

Property

10

Covington

No

10.04

Property

Nashville

No

10.05

Property

Memphis - Midtown

No

10.06

Property

Atlanta

No

10.07

Property

Tallahassee

No

10.08

Property

Elizabethtown

No

10.09

Property

Greenville

No

10.10

Property

Birmingham

No

10.11

Property

Paducah

No

10.12

Property

Little Rock

No

10.13

Property

Huntsville

No

10.14

Property

Columbus

No

10.15

Property

Memphis - North

No

10.16

Property

Frankfort

No

10.17

Property

Henderson

No

10.18

Property

Gadsden

No

10.19

Property

Bessemer

No

10.20

Property

Richmond

No

10.21

Property

Tullahoma

No

10.22

Property

Fairhope

No

10.23

Property

Lawrenceburg

No

10.24

Property

Moss Point

No

11

Loan

11

GSMC

GSMC

Pine Creek Shopping Center

No

12

Loan

CCRE

CCRE

Bernal Plaza

No

13

Loan

11, 28, 29, 30, 31

GSMC

GSMC

DoubleTree Hotel Universal

No

31,465,734

14

Loan

32

GSMC

GSMC

Lake Forest Place

No

15

Loan

11

GSMC

GSMC

East Viking Plaza

No

16

Loan

CCRE

CCRE

Latham Crossing & Crossroads Plaza

Yes

5/31/2057

21,000

A-49

GSMS 2015-GS1 Annex A

Control Number

Loan / Property Flag

Footnotes

Originator

Mortgage Loan Seller

Property Name

Ground Lease Y/N

Ground Lease Expiration Date

Annual Ground Lease Payment ($)

Cut-off Date Pari Passu Companion Loan Balance ($)

Cut-off Date Subordinate Companion Loan Balance ($)

Subordinate Companion Loan Interest Rate

Cut-off Date Mezzanine Debt Balance ($)

17

Loan

GSMC

GSMC

Firewheel Plaza Shopping Center

No

18

Loan

GSMC

GSMC

Country Creek Commons

No

19

Loan

11

GSMC

GSMC

Homewood Suites Charlotte

No

20

Loan

GSMC

GSMC

TownePlace Suites Redding

No

21

Loan

GSMC

GSMC

Extra Space Storage Gaithersburg

No

22

Loan

CCRE

CCRE

City Plaza I, II & III

No

23

Loan

GSMC

GSMC

Walkers Village Shopping Center

No

24

Loan

CCRE

CCRE

Shaw’s Littleton, NH

No

25

Loan

GSMC

GSMC

StorQuest Super Space

No

26

Loan

CCRE

CCRE

Carthay Circle Garden Plaza

No

27

Loan

CCRE

CCRE

Fort Howard Square

No

28

Loan

GSMC

GSMC

All Storage Paloma Creek

No

29

Loan

33

GSMC

GSMC

Riverwalk Shopping Center

No

30

Loan

CCRE

CCRE

Conyers Crossing

No

31

Loan

34

CCRE

CCRE

1300 West Belmont

No

32

Loan

11

GSMC

GSMC

Shops at Eagle Point

No

33

Loan

35

CCRE

CCRE

Berryland Shopping Center

No

34

Loan

CCRE

CCRE

Newell Apartments

No

35

Loan

GSMC

GSMC

Park Plaza Shopping Center

No

36

Loan

CCRE

CCRE

Farrell-Roeh MHC Portfolio

36.01

Property

Bayview Estates

No

36.02

Property

Eagles Nest Estates

No

37

Loan

GSMC

GSMC

Fiesta Plaza

No

38

Loan

CCRE

CCRE

CVS Homosassa

No

39

Loan

CCRE

CCRE

Wagon Trail Industrial

No

A-50

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Mezzanine Debt Interest Rate	Terrorism Insurance Required	Control Number
1	Loan	8, 9, 10	GSMC	GSMC	590 Madison Avenue		Yes	1
2	Loan	11, 12, 13	GSMC	GSMC	South Plains Mall		Yes	2
3	Loan	11, 14, 15, 16	GSMC	GSMC	Westin Boston Waterfront		Yes	3
4	Loan	17	CCRE, GSMC	GSMC	Element LA		Yes	4
5	Loan	11, 18, 19	GSMC	GSMC	Glenbrook Square		Yes	5
6	Loan	11, 20, 21, 22, 23	GSMC	GSMC	Hammons Hotel Portfolio		Yes	6
6.01	Property	24			Embassy Suites Concord, NC		Yes	6.01
6.02	Property				Embassy Suites Murfreesboro, TN		Yes	6.02
6.03	Property				Embassy Suites Norman, OK		Yes	6.03
6.04	Property				Courtyard by Marriott Dallas/Allen, TX		Yes	6.04
6.05	Property	25			Renaissance by Marriott Phoenix/Glendale, AZ		Yes	6.05
6.06	Property				Embassy Suites Huntsville, AL		Yes	6.06
6.07	Property				Residence Inn by Marriott Kansas City, MO		Yes	6.07
7	Loan		GSMC	GSMC	Deerfield Crossing		Yes	7
8	Loan		CCRE	CCRE	Clover Ridge East		Yes	8
9	Loan		GSCRE	GSMC	Edgewater Crossing Apartments		Yes	9
10	Loan	26, 27	GSMC	GSMC	GSA Portfolio		Yes	10
10.01	Property				Mobile		Yes	10.01
10.02	Property				Savannah		Yes	10.02
10.03	Property	10			Covington		Yes	10.03
10.04	Property				Nashville		Yes	10.04
10.05	Property				Memphis - Midtown		Yes	10.05
10.06	Property				Atlanta		Yes	10.06
10.07	Property				Tallahassee		Yes	10.07
10.08	Property				Elizabethtown		Yes	10.08
10.09	Property				Greenville		Yes	10.09
10.10	Property				Birmingham		Yes	10.10
10.11	Property				Paducah		Yes	10.11
10.12	Property				Little Rock		Yes	10.12
10.13	Property				Huntsville		Yes	10.13
10.14	Property				Columbus		Yes	10.14
10.15	Property				Memphis - North		Yes	10.15
10.16	Property				Frankfort		Yes	10.16
10.17	Property				Henderson		Yes	10.17
10.18	Property				Gadsden		Yes	10.18
10.19	Property				Bessemer		Yes	10.19
10.20	Property				Richmond		Yes	10.20
10.21	Property				Tullahoma		Yes	10.21
10.22	Property				Fairhope		Yes	10.22
10.23	Property				Lawrenceburg		Yes	10.23
10.24	Property				Moss Point		Yes	10.24
11	Loan	11	GSMC	GSMC	Pine Creek Shopping Center		Yes	11
12	Loan		CCRE	CCRE	Bernal Plaza		Yes	12
13	Loan	11, 28, 29, 30, 31	GSMC	GSMC	DoubleTree Hotel Universal		Yes	13
14	Loan	32	GSMC	GSMC	Lake Forest Place		Yes	14
15	Loan	11	GSMC	GSMC	East Viking Plaza		Yes	15
16	Loan		CCRE	CCRE	Latham Crossing & Crossroads Plaza		Yes	16

A-51

GSMS 2015-GS1 Annex A
Control Number	Loan / Property Flag	Footnotes	Originator	Mortgage Loan Seller	Property Name	Mezzanine Debt Interest Rate	Terrorism Insurance Required	Control Number
17	Loan		GSMC	GSMC	Firewheel Plaza Shopping Center		Yes	17
18	Loan		GSMC	GSMC	Country Creek Commons		Yes	18
19	Loan	11	GSMC	GSMC	Homewood Suites Charlotte		Yes	19
20	Loan		GSMC	GSMC	TownePlace Suites Redding		Yes	20
21	Loan		GSMC	GSMC	Extra Space Storage Gaithersburg		Yes	21
22	Loan		CCRE	CCRE	City Plaza I, II & III		Yes	22
23	Loan		GSMC	GSMC	Walkers Village Shopping Center		Yes	23
24	Loan		CCRE	CCRE	Shaw’s Littleton, NH		Yes	24
25	Loan		GSMC	GSMC	StorQuest Super Space		Yes	25
26	Loan		CCRE	CCRE	Carthay Circle Garden Plaza		Yes	26
27	Loan		CCRE	CCRE	Fort Howard Square		Yes	27
28	Loan		GSMC	GSMC	All Storage Paloma Creek		Yes	28
29	Loan	33	GSMC	GSMC	Riverwalk Shopping Center		Yes	29
30	Loan		CCRE	CCRE	Conyers Crossing		Yes	30
31	Loan	34	CCRE	CCRE	1300 West Belmont		Yes	31
32	Loan	11	GSMC	GSMC	Shops at Eagle Point		Yes	32
33	Loan	35	CCRE	CCRE	Berryland Shopping Center		Yes	33
34	Loan		CCRE	CCRE	Newell Apartments		Yes	34
35	Loan		GSMC	GSMC	Park Plaza Shopping Center		Yes	35
36	Loan		CCRE	CCRE	Farrell-Roeh MHC Portfolio		Yes	36
36.01	Property				Bayview Estates		Yes	36.01
36.02	Property				Eagles Nest Estates		Yes	36.02
37	Loan		GSMC	GSMC	Fiesta Plaza		Yes	37
38	Loan		CCRE	CCRE	CVS Homosassa		Yes	38
39	Loan		CCRE	CCRE	Wagon Trail Industrial		Yes	39

A-52

Footnotes to Annex A
(1)	The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Mortgaged Property Royalty License Fee Rate applicable to each Mortgage Loan.
(2)	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period.
(3)	The open period is inclusive of the Maturity Date.
(4)	Underwritten NCF DSCR is calculated based on amortizing debt service payments (except for interest-only loans).
(5)	Occupancy reflects tenants that have signed leases, but are not yet in occupancy or may not be paying rent.
(6)	The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease prior to the expiration date shown. In addition, in some instances, a tenant may have the right to assign its lease or sublease the leased premises and be released from its obligations under the lease.
(7)	If the purpose of the Mortgage Loan was to finance an acquisition of the Mortgaged Property, the field “Principal’s New Cash Contribution” reflects the cash investment by one or more of the equity owners in the borrower in connection with such acquisition.  If the purpose of the Mortgage Loan was to refinance the Mortgaged Property, the field “Principal’s New Cash Contribution” reflects the cash contributed to the borrower by one or more of the equity owners at the time the Mortgage Loan was originated.
(8)	The Cut-off Date Principal Balance of $100,000,000 represents the non-controlling note A-2 of a $650,000,000 whole loan evidenced by three senior pari passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling note A-1, the non-controlling note A-3 and the controlling subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000), with an aggregate principal balance of $450,000,000 as of the Cut-off Date, are expected to be contributed to the GSMS 2015-590M transaction and note A-3, with a principal balance of $100,000,000 as of the Cut-off Date, is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the 590 Madison Senior Companion Loans. Based on the 590 Madison Whole Loan the Cut-off Date and Maturity Date LTV Ratios are both 43.3%, the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and the Debt Yield Based on Underwritten NOI / NCF are both 8.3%.
(9)	Two of the five largest tenants, Aspen Insurance and Bonhams, representing approximately 11.0% of the net rentable area, have signed leases but are not yet in occupancy or paying rent.  We cannot assure you that either of these tenants will take occupancy and/or begin paying rent as expected or at all.
(10)	For tenants with multiple lease expirations, the expiration date associated with the largest square footage is shown.
(11)	The Appraised Value presents the “As-Is” Appraised Value of the Mortgaged Property. The Cut-off Date LTV Ratio is calculated on the basis of such “As-Is” Appraised Value. The LTV Ratio at Maturity is calculated on the basis of the “As Stabilized” Appraised Value.
(12)	The Cut-off Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $200,000,000 whole loan evidenced by three pari passu notes.  The non-controlling companion loans, evidenced by note A-2 and note A-3 with an aggregate principal balance as of the Cut-off Date of $130,000,000, are expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $200,000,000.
(13)	The lockout period will be at least 24 payment dates beginning with and including the first payment date of December 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GS1 securitization closing date of December 2015. The actual lockout period may be longer.
(14)	Ongoing ground lease reserve funds do not show percentage rent, which will begin escrowing in July 2016, estimated to be $77,881.85 monthly.

A-53

(15)	The Cut-off Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $205,000,000 whole loan evidenced by three pari passu notes.  The companion loans, evidenced by note A-2 and note A-3 with an aggregate principal balance of $135,000,000, are expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $205,000,000.
(16)	The lockout period will be at least 24 payment dates beginning with and including the first payment date of December 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GS1 securitization closing date of December 2015. The actual lockout period may be longer.
(17)	The Cut-off Date Principal Balance of $70,000,000 represents a non-controlling note of a $168,000,000 whole loan evidenced by three pari passu notes.  The aggregate companion loan balance of $98,000,000 is evidenced by a controlling note with a principal balance of $84,000,000 as of the Cut-off Date which is currently held by Cantor Commercial Real Estate Lending, L.P. and a $14,000,000 non-controlling note, which is currently held by Goldman Sachs Mortgage Company, both of which are expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $168,000,000.
(18)	The Cut-off Date Principal Balance of $60,000,000 represents the controlling note A-1 of a $162,000,000 whole loan evidenced by two pari passu notes.  The non-controlling companion loan, evidenced by note A-2 with a principal balance as of the Cut-off Date of $102,000,000, is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $162,000,000.
(19)	The lockout period will be at least 24 payment dates beginning with and including the first payment date of December 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GS1 securitization closing date of December 2015. The actual lockout period may be longer.
(20)	The Cut-off Date Principal Balance of $45,146,314 represents the non-controlling note A-3 of a $250,800,000 whole loan evidenced by four pari passu notes. The related companion loans are respectively evidenced by the controlling note A-1 with a principal balance of $99,770,859 as of the Cut-off Date, which was contributed to the Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through Certificates, Series 2015-GC33 (“CGCMT 2015-GC33”) transaction, a non-controlling note A-2 with a principal balance of $72,333,873 as of the Cut-off Date, which was contributed to the Goldman Sachs Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (“GSMS 2015-GC34”) and note A-4 with an outstanding principal balance of $32,974,269, which is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,225,315.
(21)	The lockout period will be at least 26 payment dates beginning with and including the first payment date of October 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2015-GS1 securitization closing date of December 2015. The actual lockout period may be longer.
(22)	The Appraised Value represents the aggregate “as-is” appraised value of the Hammons Hotel Portfolio Properties of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at the three Marriott Mortgaged Properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs.  The Cut-off Date LTV Ratio calculated on the basis of the aggregate “as-is” appraised value without adding the capital deduction is 68.9%. The LTV Ratio at Maturity is calculated on the basis of the “As Stabilized” Appraised Value.
(23)	Monthly Replacement Reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
(24)	Beginning November 21, 2022, Annual Ground Lease Payment shall be 0.25% of adjusted room sales for the previous calendar year (estimated $27,188).

A-54

(25)	Annual Ground Lease Payment for the Borrower’s space lease interest in the convention center, expo hall and parking garage is calculated based on the trailing 12 months as of June 30, 2015.  The rent payment is calculated using a fixed component of $985,725 plus a variable component tied to revenue generated from the parking garage and expo hall.
(26)	The Cut-off Date Principal Balance of $27,384,375 represents the controlling note A-1 of a $54,768,750 whole loan evidenced by two pari passu notes.  The companion loan, evidenced by note A-2 with a principal balance of $27,384,375, is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $54,768,750.
(27)	The lockout period will be at least 24 payment dates beginning with and including the first payment date of December 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GS1 securitization closing date of December 2015. The actual lockout period may be longer.
(28)	The Cut-off Date Principal Balance of $19,478,787 represents the non-controlling note A-2 of a $50,944,521 whole loan evidenced by three pari passu notes.  The companion loans are evidenced by note A-1 with a principal balance as of the Cut-off Date of $18,479,875, which was contributed to the GSMS 2015-GC34 transaction and note A-3 with a principal balance as of the Cut-off Date of $12,985,858, which is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
(29)	The borrower is required to fund the Replacement Reserve (i) for the Due Dates occurring in November 2015 through October 2016, the amount of $98,485.33; (ii) for the Due Dates occurring in November 2016 through October 2018, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) $0; (iii) for the Due Dates occurring in November 2018 through October 2019, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 4% of the Operating Income of the Property for the previous twelve month period as determined on the anniversary of the last day  of September;  (iv) for the Due Dates occurring in November 2019 through October 2022, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 5% of the Operating Income of the Property for the previous twelve month period as determined on the anniversary of the last day of September; and (v) for the Due Dates occurring in November 2022 through the payment in full of the Indebtedness, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 6% of the Operating Income of the Property for the previous twelve month period as determined on the anniversary of the last day of September.
(30)	The appraised value represents the “as-is” appraised value of $76,000,000 plus a stated $13,457,731 PIP reserve for capital improvements at the related Mortgaged Property. The LTV Ratio at Maturity is calculated on the basis of the “As Stabilized” Appraised Value.
(31)	The lockout period will be at least 25 payment dates beginning with and including the first payment date of November 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GS1 securitization closing date of December 2015. The actual lockout period may be longer.
(32)	The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are each calculated based on the “as-is” appraised value of $23,000,000 plus a $1,819,000 capital deduction (for which the borrower reserved $1,819,300) related to planned capital projects. The Cut-off Date LTV Ratio and the Maturity Date LTV Ratio calculated without adjusting for the capital deduction are 80.9% and 70.8%, respectively.
(33)	The third largest tenant, Steak N’ Shake, representing approximately 14.1% of the net rentable area, is dark but paying rent.
(34)	The Replacement Reserve Monthly Deposit will be an amount equal to $1,279.58 for each Payment Date from December 6, 2015 through November 6, 2016 and will be $511.83 for each Payment Date thereafter.
(35)	Occupancy reflects Anchor Tenant “Rouses”, that has signed a lease, but is not yet in occupancy or may not be paying rent. The borrower at closing deposited an amount of $473,233 into an Anchor Tenant Reserve held by Lender for approved leasing expenses incurred following the date of origination solely in connection with the Anchor Tenant. Rouses is expected to take occupancy no later than April 15, 2016.

A-55

[THIS PAGE INTENTIONALLY LEFT BLANK]

ANNEX B

STRUCTURAL AND COLLATERAL TERM SHEET

[THIS PAGE INTENTIONALLY LEFT BLANK]

November 9, 2015 

Structural and Collateral Term Sheet

$820,603,933

(Approximate Mortgage Pool Balance)

$758,032,000

(Offered Certificates)

GS Mortgage Securities Trust 2015-GS1 

As Issuing Entity

GS Mortgage Securities Corporation II

As Depositor

Commercial Mortgage Pass-Through Certificates

Series 2015-GS1

Goldman Sachs Mortgage Company

Cantor Commercial Real Estate Lending, L.P.

As Sponsors

Goldman, Sachs & Co.
Lead Manager and Sole Bookrunner
Cantor Fitzgerald & Co.	Drexel Hamilton
Co-Managers

B-1

CERTIFICATE SUMMARY

OFFERED CERTIFICATES

Offered Class	Expected Ratings (Moody’s / Fitch / KBRA)(1)	Initial Certificate Principal Amount or Notional Amount(2)			Approximate Initial Credit Support		Initial Pass- Through Rate(3)	Pass- Through Rate Description	Expected Wtd. Avg. Life (Yrs)(4)	Expected Principal Window(4)
Class A-1	Aaa(sf) / AAAsf / AAA(sf)	$	29,163,000		30.000	%(5)	[    ]%	(6)	2.86	12/15 – 11/20
Class A-2	Aaa(sf) / AAAsf / AAA(sf)	$	200,000,000		30.000	%(5)	[    ]%	(6)	9.82	09/25 – 10/25
Class A-3	Aaa(sf) / AAAsf / AAA(sf)	$	297,565,000		30.000	%(5)	[    ]%	(6)	9.91	10/25 – 11/25
Class A-AB	Aaa(sf) / AAAsf / AAA(sf)	$	47,694,000		30.000	%(5)	[    ]%	(6)	7.44	11/20 – 09/25
Class X-A	Aa1(sf) / AAAsf / AAA(sf)	$	625,710,000	(7)	N/A		[    ]%	Variable IO(8)	N/A	N/A
Class X-B	NR / AA-sf / AAA(sf)	$	43,082,000	(7)	N/A		[    ]%	Variable IO(8)	N/A	N/A
Class A-S(9)	Aa2(sf) / AAAsf / AAA(sf)	$	51,288,000	(10)	23.750	%	[    ]%	(6)(11)	9.94	11/25 – 11/25
Class B(9)	A1(sf) / AA-sf / AA-(sf)	$	43,082,000	(10)	18.500	%	[    ]%	(6)(11)	9.94	11/25 – 11/25
Class PEZ(9)	NR / A-sf / A-(sf)	$	141,554,000	(10)	12.750	%(12)	(11)	(11)	9.94	11/25 – 11/25
Class C(9)	NR / A-sf / A-(sf)	$	47,184,000	(10)	12.750	%(12)	[    ]%	(6)(11)	9.94	11/25 – 11/25
Class D	NR / BBB-sf / BBB-(sf)	$	42,056,000		7.625	%	[    ]%	(6)	9.94	11/25 – 11/25
Class X-D	NR / BBB-sf / BBB-(sf)	$	42,056,000	(7)	N/A		[    ]%	Variable IO(8)	N/A	N/A
NON-OFFERED CERTIFICATES

Non-Offered Class	Expected Ratings (Moody’s / Fitch / KBRA)(1)	Initial Certificate Principal Amount(2)		Approximate Initial Credit Support		Initial Pass-Through Rate(3)	Pass-Through Rate Description	Expected Wtd. Avg. Life (Yrs)(4)	Expected Principal Window(4)
Class E	NR / BB-sf / BB-(sf)	$	20,515,000	5.125	%	[    ]%	(6)	9.94	11/25 – 11/25
Class F	NR / B-sf / B-(sf)	$	8,207,000	4.125	%	[    ]%	(6)	9.94	11/25 – 11/25
Class G	NR / NR / NR	$	33,849,932	0.000	%	[    ]%	(6)	9.94	11/25 – 11/25
Class R(13)	N/A		N/A	N/A		N/A	N/A	N/A	N/A

(1) It is a condition of issuance that the offered certificates receive the ratings set forth above. The anticipated ratings shown are those of Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, Inc. (“KBRA”). Subject to the discussion under “Ratings” in the Free Writing Prospectus, the ratings on the certificates address the likelihood of the timely receipt by holders of all payments of interest to which they are entitled on each distribution date and, except in the case of the interest only certificates, the ultimate receipt by holders of all payments of principal to which they are entitled on or before the applicable rated final distribution date. Certain nationally recognized statistical rating organizations, as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in the Free Writing Prospectus. Moody’s, Fitch and KBRA have informed us that the “sf” designation in the ratings represents an identifier of structured finance product ratings. For additional information about this identifier, prospective investors can go to the related rating agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on those websites. Credit ratings referenced throughout this Term Sheet are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment.

(2) Approximate, subject to a variance of plus or minus 5%.

(3) Approximate per annum rate as of the closing date.

(4) Assuming no prepayments prior to the maturity date, as applicable, for each mortgage loan and based on the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in the Free Writing Prospectus.

(5) The initial credit support percentages set forth for the Class A-1, Class A-2, Class A-3 and Class A-AB certificates are represented in the aggregate.

(6) For any distribution date, the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates will each be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) the lesser of a specified pass-through rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a fixed percentage.

(7) The Class X-A, Class X-B and Class X-D certificates (the “Class X Certificates”) will not have certificate principal amounts and will not be entitled to receive distributions of principal. Interest will accrue on the Class X-A, Class X-B and Class X-D certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of the Class X-A certificates will be equal to the aggregate certificate principal amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component. The notional amount of the Class X-B certificates will be equal to the certificate principal amount of the Class B trust component. The notional amount of the Class X-D certificates will be equal to the certificate principal amount of the Class D certificates.

B-2

CERTIFICATE SUMMARY (continued)

(8) The pass-through rate of the Class X-A certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component, as described in the Free Writing Prospectus. The pass-through rate of the Class X-B certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class B trust component, as described in the Free Writing Prospectus. The pass-through rate of the Class X-D certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class D certificates, as described in the Free Writing Prospectus.

(9) The Class A-S, Class B and Class C certificates may be exchanged for Class PEZ certificates, and Class PEZ certificates may be exchanged for the Class A-S, Class B and Class C certificates. The Class A-S, Class B, Class PEZ and Class C certificates are collectively referred to as the “Exchangeable Certificates”.

(10) On the closing date, the issuing entity will issue the Class A-S, Class B and Class C trust components, which will have outstanding principal balances on the closing date of $51,288,000, $43,082,000 and $47,184,000, respectively. The Class A-S, Class B, Class PEZ and Class C certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust components. Each class of the Class A-S, Class B, and Class C certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and Class C trust components. The Class PEZ certificates will, at all times, represent a beneficial interest in the remaining percentages of each of the outstanding principal balances of the Class A-S, Class B and Class C trust components. Following any exchange of Class A-S, Class B and Class C certificates for Class PEZ certificates or any exchange of Class PEZ certificates for Class A-S, Class B and Class C certificates, the percentage interest of the outstanding principal balances of the Class A-S, Class B and Class C trust components that is represented by the Class A-S, Class B, Class PEZ and Class C certificates will be increased or decreased accordingly. The initial certificate principal amount of each of the Class A-S, Class B and Class C certificates shown in the table above represents the maximum certificate principal amount of such class without giving effect to any issuance of Class PEZ certificates. The initial certificate principal amount of the Class PEZ certificates shown in the table above is equal to the aggregate of the maximum initial certificate principal amounts of the Class A-S, Class B and Class C certificates, representing the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange. The actual certificate principal amount of any class of the Class A-S, Class B, Class PEZ and Class C certificates issued on the closing date may be less than the maximum certificate principal amount of that class and may be zero. The certificate principal amounts of the Class A-S, Class B and Class C certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the certificate principal amount of the Class PEZ certificates issued on the closing date, if any.

(11) The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates. The pass-through rates on the Class A-S, Class B and Class C trust components will at all times be the same as the pass-through rates of the Class A-S, Class B and Class C certificates, respectively.

(12) The initial credit support percentages for the Class C and Class PEZ certificates are equal to the initial credit support percentages of the underlying Class C trust component.

(13) The Class R certificates will not have a certificate principal amount, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interest in each of two separate REMICs, as further described in the Free Writing Prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

B-3

MORTGAGE POOL CHARACTERISTICS

Mortgage Pool Characteristics(1)
Initial Pool Balance(2)	$820,603,933
Number of Mortgage Loans	39
Number of Mortgaged Properties	69
Average Cut-off Date Mortgage Loan Balance	$21,041,126
Weighted Average Mortgage Interest Rate	4.4410%
Weighted Average Remaining Term to Maturity (months)	119
Weighted Average Remaining Amortization Term (months)(3)	358
Weighted Average Cut-off Date LTV Ratio(4)	59.1%
Weighted Average Maturity Date LTV Ratio(5)	51.8%
Weighted Average Underwritten Debt Service Coverage Ratio(6)	1.99x
Weighted Average Debt Yield on Underwritten NOI(7)	11.0%
% of Mortgage Loans with Subordinate Debt(8)	12.2%
% of Mortgaged Properties with Single Tenants	12.3%

(1) Each of the 590 Madison Avenue, South Plains Mall, Westin Boston Waterfront, Element LA, Glenbrook Square, Hammons Hotel Portfolio, GSA Portfolio and DoubleTree Hotel Universal mortgage loans has one or more related pari passu companion loans, and the loan-to-value ratio, debt service coverage ratio, debt yield and balance per SF/Room/Unit calculations presented in this Term Sheet include the related pari passu companion loan(s) unless otherwise indicated. The 590 Madison Avenue mortgage loan also has a related subordinate companion loan and the loan-to-value ratio, debt service coverage ratio, debt yield and balance per SF calculations presented in this Term Sheet with respect to the 590 Madison Avenue mortgage loan are calculated without regard to the related subordinate companion loan. Other than as specifically noted, the loan-to-value ratio, debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this Term Sheet without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.

(2) Subject to a permitted variance of plus or minus 5%.

(3) Excludes mortgage loans that are interest-only for the entire term.

(4) Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to three mortgage loans (one of which is secured by a portfolio of mortgaged properties) representing approximately 10.1% of the initial pool balance, the respective Cut-off Date LTV Ratio was calculated using (i) an “as-is” appraised value plus capital deduction, (ii) an ”as-is” appraised value plus related property improvement plan (“PIP”) costs or (iii) an “as-is” appraised value plus a reserve for deferred maintenance. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making such adjustments is 59.6%. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Free Writing Prospectus for a description of Cut-off Date LTV Ratio.

(5) Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to nine mortgage loans, representing approximately 39.6% of the initial pool balance, the respective Maturity Date LTV Ratios were each calculated using the related “as stabilized” appraised value instead of the related “as-is” appraised value. With respect to one mortgage loan, representing approximately 2.3% of the initial pool balance, the respective Maturity Date LTV Ratio was calculated using the “as-is” appraised value plus a reserve for deferred maintenance. The weighted average Maturity Date LTV Ratio for the mortgage pool without making such adjustments is 53.2%. See ”Description of the Mortgage Pool—Certain Calculations and Definitions” in the Free Writing Prospectus for a description of Maturity Date LTV Ratio.

(6) Unless otherwise indicated, the Underwritten Debt Service Coverage Ratio for each mortgage loan is calculated by dividing the Underwritten Net Cash Flow from the related mortgaged property or mortgaged properties by the annual debt service for such mortgage loan, as adjusted in the case of mortgage loans with a partial interest only period by using the first 12 amortizing payments due instead of the actual interest only payment. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Free Writing Prospectus for a description of Underwritten Debt Service Coverage Ratio.

(7) Unless otherwise indicated, the Debt Yield on Underwritten NOI for each mortgage loan is the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of such mortgage loan, and the Debt Yield on Underwritten NCF for each mortgage loan is the related mortgaged property’s Underwritten NCF divided by the Cut-off Date Balance of such mortgage loan. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Free Writing Prospectus for descriptions of Debt Yield on Underwritten NOI and Debt Yield on Underwritten NCF.

(8) The 590 Madison Avenue mortgage loan has a subordinate companion loan that is generally subordinate in right of payment to the 590 Madison Avenue mortgage loan (the “590 Madison Subordinate Companion Loan”). The 590 Madison Avenue Subordinate Companion Loan has a principal balance as of the Cut-off Date of approximately $280,634,000 and is expected to be included in the GSMS 2015-590M securitization transaction. See “Description of the Mortgage Pool—The Whole Loans” and ”Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” in the Free Writing Prospectus.

B-4

KEY FEATURES OF THE CERTIFICATES

Lead Manager and Sole Bookrunner:	Goldman, Sachs & Co.
Co-Managers:	Cantor Fitzgerald & Co. Drexel Hamilton, LLC
Depositor:	GS Mortgage Securities Corporation II
Initial Pool Balance:	$820,603,933
Master Servicer:	Midland Loan Services, a Division of PNC Bank, National Association
Special Servicer:	Wells Fargo Bank, National Association
Certificate Administrator:	Wells Fargo Bank, National Association
Trustee:	Wilmington Trust, National Association
Operating Advisor:	Situs Holdings, LLC
Pricing:	Week of November 9, 2015
Closing Date:	December 1, 2015
Cut-off Date:	For each mortgage loan, the related due date for such mortgage loan in November 2015 (or, in the case of any mortgage loan that has its first due date in December 2015, the date that would have been its due date in November 2015 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month)
Determination Date:	The 6th day of each month or next business day
Distribution Date:	The 4th business day after the Determination Date, commencing in December 2015
Interest Accrual:	Preceding calendar month
ERISA Eligible:	The offered certificates are expected to be ERISA eligible
SMMEA Eligible:	No
Payment Structure:	Sequential Pay
Day Count:	30/360
Tax Structure:	REMIC
Rated Final Distribution Date:	November 2048
Cleanup Call:	1.0%
Minimum Denominations:	$10,000 minimum for the offered certificates (except with respect to the Class X-A, Class X-B and Class X-D certificates: $1,000,000 minimum); integral multiples of $1 thereafter for all the offered certificates
Delivery:	Book-entry through DTC
Bond Information:	Cash flows are expected to be modeled by TREPP, INTEX and BLOOMBERG

B-5

TRANSACTION HIGHLIGHTS

■ $820,603,932 (Approximate) New-Issue Multi-Borrower CMBS:

— Overview: The mortgage pool consists of 39 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $820,603,933 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $21,041,126 and are secured by 69 mortgaged properties located throughout 24 states

— LTV: 59.1% weighted average Cut-off Date LTV Ratio

— DSCR: 1.99x weighted average Underwritten Debt Service Coverage Ratio

— Debt Yield: 11.0% weighted average Debt Yield on Underwritten NOI

— Credit Support: 30.000% credit support to Class A-1 / A-2 / A-3 / A-AB

■ Loan Structural Features:

— Amortization: 61.6% of the mortgage loans by Initial Pool Balance have scheduled amortization:

– 28.6% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity

– 33.1% of the mortgage loans by Initial Pool Balance have scheduled amortization following a partial interest only period with a balloon payment due at maturity

— Hard Lockboxes: 64.3% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place

— Cash Traps: 100.0% of the mortgage loans by Initial Pool Balance have cash traps triggered by certain declines in cash flow, all at levels equal to or greater than a 1.00x coverage, that fund an excess cash flow reserve

— Reserves: The mortgage loans require amounts to be escrowed for reserves as follows:

– Real Estate Taxes: 29 mortgage loans representing 52.3% of the Initial Pool Balance

– Insurance: 22 mortgage loans representing 30.1% of the Initial Pool Balance

– Replacement Reserves (Including FF&E Reserves): 33 mortgage loans representing 65.0% of the Initial Pool Balance

– Tenant Improvements / Leasing Commissions: 21 mortgage loans representing 59.2% of the portion of the Initial Pool Balance that is secured by retail, office and industrial properties only

— Predominantly Defeasance: 66.8% of the mortgage loans by Initial Pool Balance permit defeasance after an initial lockout period

■ Multiple-Asset Types > 5.0% of the Initial Pool Balance:

— Retail: 37.2% of the mortgaged properties by allocated Initial Pool Balance are retail properties (34.3% are anchored retail properties)

— Office: 31.8% of the mortgaged properties by allocated Initial Pool Balance are office properties

— Hospitality: 19.2% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties

— Multifamily: 8.2% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties

■ Geographic Diversity: The 69 mortgaged properties are located throughout 24 states with only three states having greater than 10.0% of the allocated Initial Pool Balance: California (16.8%), New York (14.1%) and Texas (12.5%)

B-6

COLLATERAL OVERVIEW

Mortgage Loans by Loan Seller

Mortgage Loan Seller	Mortgage Loans	Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
Goldman Sachs Mortgage Company	25	54	$689,101,180	84.0%
Cantor Commercial Real Estate Lending, L.P.	14	15	131,502,753	16.0
Total	39	69	$820,603,933	100.0%

Ten Largest Mortgage Loans

Mortgage Loan Name	Cut-off Date Balance	% of Initial Pool Balance	Property Type	Property Size SF / Rooms / Units	Cut-off Date Balance Per SF / Room / Unit	UW NCF DSCR	UW NOI Debt Yield	Cut-off Date LTV Ratio
590 Madison Avenue	$100,000,000	12.2%	Office	1,035,003	$357	3.76x	14.6%	24.6%
South Plains Mall	70,000,000	8.5	Retail	983,517	$203	2.04x	9.2%	54.3%
Westin Boston Waterfront	70,000,000	8.5	Hospitality	793	$258,512	1.87x	12.9%	59.4%
Element LA	70,000,000	8.5	Office	284,037	$591	1.78x	8.5%	57.1%
Glenbrook Square	60,000,000	7.3	Retail	1,005,604	$161	1.55x	9.8%	58.1%
Hammons Hotel Portfolio	45,146,314	5.5	Hospitality	1,869	$133,882	1.68x	12.4%	68.1%
Deerfield Crossing	31,950,000	3.9	Office	320,802	$100	1.62x	11.0%	72.4%
Clover Ridge East	31,500,000	3.8	Multifamily	276	$114,130	1.22x	8.0%	75.0%
Edgewater Crossing Apartments	31,200,000	3.8	Multifamily	266	$117,293	1.41x	8.8%	74.3%
GSA Portfolio	27,384,375	3.3	Office	409,258	$134	1.35x	9.5%	75.0%
Top 10 Total / Wtd. Avg.	$537,180,689	65.5%				2.07x	11.0%	55.9%
Remaining Total / Wtd. Avg.	283,423,244	34.5				1.83x	11.1%	65.3%
Total / Wtd. Avg.	$820,603,933	100.0%				1.99x	11.0%	59.1%

Companion Loan Summary

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Number of Pari Passu Companion Loans(1)	Pari Passu Companion Loan Cut-off Date Balance	Subordinate Companion Cut-off Date Balance	Whole Loan Cut-off Date Balance	Controlling Pooling & Servicing Agreement (“Controlling PSA”)	Master Servicer	Special Servicer
590 Madison Avenue(2)	$100,000,000	12.2%	2	$269,366,000	$280,634,000	$650,000,000	GSMS 2015-590M	Wells Fargo	AEGON
South Plains Mall	$70,000,000	8.5%	2	$130,000,000	—	$200,000,000	GSMS 2015-GS1	Midland	Wells Fargo
Westin Boston Waterfront	$70,000,000	8.5%	2	$135,000,000	—	$205,000,000	GSMS 2015-GS1	Midland	Wells Fargo
Element LA(3)	$70,000,000	8.5%	2	$98,000,000	—	$168,000,000	(3)	(3)	(3)
Glenbrook Square	$60,000,000	7.3%	1	$102,000,000	—	$162,000,000	GSMS 2015-GS1	Midland	Wells Fargo
Hammons Hotel Portfolio	$45,146,314	5.5%	3	$205,079,002	—	$250,225,315	CGCMT 2015-GC33	Wells Fargo	LNR
GSA Portfolio	$27,384,375	3.3%	1	$27,384,375	—	$54,768,750	GSMS 2015-GS1	Midland	Wells Fargo
DoubleTree Hotel Universal	$19,478,787	2.4%	2	$31,465,734	—	$50,944,521	GSMS 2015-GC34	Wells Fargo	Midland

(1) Each companion loan is pari passu in right of payment to its related mortgage loan.

(2) The 590 Madison Avenue mortgage loan has two pari passu companion loans with an aggregate outstanding principal balance of $269,366,000 and one subordinate companion loan with an outstanding principal balance of $280,634,000.

(3) The Element LA mortgage loan has two pari passu companion loans with an aggregate outstanding principal balance of $98,000,000. One pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $84,000,000 is currently held by Cantor Commercial Real Estate Lending, L.P. (“CCRE”), a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. The other pari passu companion loan, with an outstanding principal balance as of the Cut-off Date of $14,000,000, is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. The Element LA whole loan will initially be master serviced and, if necessary, specially serviced, by the master servicer and special servicer for this securitization. Upon the securitization of the Element LA companion loan held by CCRE, the Element LA whole loan is expected to be serviced by the master servicer and, if necessary, the special servicer, under the pooling and servicing agreement for such securitization (which pooling and servicing agreement will then be the Controlling PSA for the Element LA whole loan). Neither the master servicer nor the special servicer for such securitization has been identified.

B-7

COLLATERAL OVERVIEW (continued)

Previously Securitized Mortgaged Properties⁽¹⁾

Mortgaged Property Name	Mortgage Loan Seller	City	State	Property Type	Cut-off Date Balance / Allocated Cut-off Date Balance(2)	% of Initial Pool Balance	Previous Securitization
590 Madison Avenue	GSMC	New York	New York	Office	$100,000,000	12.2%	GCCFC 2007-GG9
GSA Portfolio(3)	GSMC	Various	Various	Office	$27,384,375	3.3%	WBCMT 2006-C23
Latham Crossing & Crossroads Plaza	CCRE	Latham	New York	Retail	$15,400,000	1.9%	PNCMA 2000-C1
Extra Space Storage Gaithersburg	GSMC	Gaithersburg	Maryland	Self Storage	$9,000,000	1.1%	GECMC 2006-C1
City Plaza I, II & III	CCRE	Granger	Indiana	Retail	$8,250,000	1.0%	MSC 2006-HQ9
Walkers Village Shopping Center	GSMC	Walkersville	Maryland	Retail	$7,700,000	0.9%	MSC 2005-IQ10
Shaw’s Littleton, NH	CCRE	Littleton	New Hampshire	Retail	$7,500,000	0.9%	CD 2006-CD2
1300 West Belmont	CCRE	Chicago	Illinois	Office	$5,600,000	0.7%	LBUBS 2006-C1
Berryland Shopping Center	CCRE	Ponchatoula	Louisiana	Retail	$5,094,593	0.6%	GCCFC 2004-GG1
Park Plaza Shopping Center	GSMC	Seminole	Florida	Retail	$4,550,000	0.6%	MLCFC 2007-5
CVS Homosassa	CCRE	Homosassa	Florida	Retail	$3,000,000	0.4%	MLMT 2005-MCP1
Wagon Trail Industrial	CCRE	Las Vegas	Nevada	Industrial	$1,748,160	0.2%	MSC 2005-HQ7

(1) The table above includes mortgaged properties securing mortgage loans for which the most recent prior financing of all or a significant portion of such mortgaged property was included in a securitization. Information under “Previous Securitization” represents the most recent such securitization with respect to each of those mortgaged properties. The information in the above table is based solely on information provided by the related borrower or obtained through searches of a third-party database, and has not otherwise been confirmed by the mortgage loan sellers.

(2) Reflects the allocated loan amount in cases where the applicable mortgaged property is one of a portfolio of mortgaged properties securing a particular mortgage loan.

(3) Thirteen of the GSA Portfolio mortgaged properties were included in the WBCMT 2006-C23 transaction.

B-8

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-9

COLLATERAL OVERVIEW (continued)

 Property Types

Property Type / Detail	Number of Mortgaged Properties	Aggregate Cut- off Date Balance(1)	% of Initial Pool Balance(1)		Wtd. Avg. Underwritten NCF DSCR(2)	Wtd. Avg. Cut- off Date LTV Ratio(2)	Wtd. Avg. Debt Yield on Underwritten NOI(2)
Retail	19	$305,277,946	37.2	%	1.85x	61.4%	10.1%
Anchored	11	140,687,946	17.1		1.94x	64.4%	10.6%
Super Regional Mall	2	130,000,000	15.8		1.81x	56.1%	9.5%
Unanchored	3	18,590,000	2.3		1.53x	70.1%	10.3%
Single Tenant Retail	2	10,500,000	1.3		1.51x	68.1%	9.7%
Shadow Anchored	1	5,500,000	0.7		1.95x	65.6%	11.8%
Office	30	$260,794,375	31.8	%	2.46x	50.1%	11.5%
General Suburban	28	153,544,375	18.7		1.66x	66.1%	9.7%
CBD	1	100,000,000	12.2		3.76x	24.6%	14.6%
Medical	1	7,250,000	0.9		1.60x	61.4%	8.2%
Hospitality	11	$157,503,452	19.2	%	1.88x	62.4%	13.4%
Full Service	7	126,910,849	15.5		1.85x	61.6%	13.2%
Extended Stay	3	24,974,892	3.0		2.04x	65.1%	14.7%
Limited Service	1	5,617,711	0.7		1.68x	68.1%	12.4%
Multifamily	3	$67,600,000	8.2	%	1.31x	74.1%	8.4%
Self Storage	3	$23,480,000	2.9	%	1.50x	66.0%	9.3%
Manufactured Housing	2	$4,200,000	0.5	%	1.49x	59.4%	9.7%
Industrial	1	$1,748,160	0.2	%	1.38x	61.3%	9.8%
Total	69	$820,603,933	100.0	%	1.99x	59.1%	11.0%

(1) Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

(2) Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

B-10

COLLATERAL OVERVIEW (continued)

Geographic Distribution

Property Location	Number of Mortgaged Properties	Aggregate Cut- off Date Balance(1)	% of Initial Pool Balance		Aggregate Appraised Value(2)	% of Total Appraised Value		Underwritten NOI(2)	% of Total Underwritten NOI
California	5	$138,070,000	16.8	%	$400,400,000	10.4	%	$21,482,179	10.2	%
New York	2	115,400,000	14.1		1,520,750,000	39.7		55,299,397	26.3
Texas	5	102,617,711	12.5		457,854,314	11.9		25,260,760	12.0
Massachusetts	2	74,900,000	9.1		352,300,000	9.2		26,871,779	12.8
Indiana	4	72,450,000	8.8		298,070,000	7.8		17,086,529	8.1
Florida	5	59,410,037	7.2		135,650,000	3.5		11,818,081	5.6
Ohio	2	50,560,000	6.2		67,150,000	1.8		5,750,276	2.7
Illinois	2	37,100,000	4.5		50,000,000	1.3		3,079,186	1.5
Georgia	6	26,147,500	3.2		48,200,000	1.3		3,560,325	1.7
North Carolina	4	24,973,227	3.0		113,900,000	3.0		10,556,402	5.0
Iowa	1	17,000,000	2.1		25,100,000	0.7		1,560,603	0.7
Maryland	2	16,700,000	2.0		24,400,000	0.6		1,490,925	0.7
Tennessee	6	14,029,218	1.7		85,550,000	2.2		7,401,552	3.5
Michigan	1	13,483,353	1.6		19,800,000	0.5		1,519,402	0.7
Alabama	7	11,986,434	1.5		56,000,000	1.5		4,562,156	2.2
Nevada	2	9,228,160	1.1		14,350,000	0.4		857,808	0.4
Arizona	2	9,146,260	1.1		60,900,000	1.6		4,296,512	2.0
New Hampshire	1	7,500,000	0.9		10,000,000	0.3		647,686	0.3
Oklahoma	1	7,076,523	0.9		54,600,000	1.4		4,584,940	2.2
Louisiana	1	5,094,593	0.6		6,900,000	0.2		473,410	0.2
Kentucky	4	3,468,750	0.4		9,250,000	0.2		659,888	0.3
Missouri	1	2,096,541	0.3		16,176,188	0.4		1,329,979	0.6
Mississippi	2	1,209,375	0.1		3,225,000	0.1		239,893	0.1
Arkansas	1	956,250	0.1		2,550,000	0.1		161,062	0.1
Total	69	$820,603,933	100.0	%	$3,833,075,502	100.0	%	$210,550,730	100.0	%

(1) Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

(2) Aggregate Appraised Values and Underwritten NOI reflect the aggregate values without any reduction for the pari passu companion loan(s).

 

B-11

COLLATERAL OVERVIEW (continued)

Distribution of Cut-off Date Balances
Range of Cut-off Date Balances ($)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
1,748,160 - 5,000,000	6	$22,138,160	2.7	%
5,000,001 - 10,000,000	13	90,034,593	11.0
10,000,001 - 15,000,000	4	50,861,704	6.2
15,000,001 - 20,000,000	4	70,488,787	8.6
20,000,001 - 30,000,000	3	77,284,375	9.4
30,000,001 - 40,000,000	3	94,650,000	11.5
40,000,001 - 50,000,000	1	45,146,314	5.5
50,000,001 - 60,000,000	1	60,000,000	7.3
60,000,001 - 100,000,000	4	310,000,000	37.8
Total	39	$820,603,933	100.0	%
Distribution of Underwritten DSCRs(1)
Range of UW DSCR (x)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
1.22 - 1.30	5	$68,300,000	8.3	%
1.31 - 1.40	3	34,227,128	4.2
1.41 - 1.50	7	80,330,000	9.8
1.51 - 1.60	3	74,950,000	9.1
1.61 - 1.70	2	77,096,314	9.4
1.71 - 1.80	3	102,093,353	12.4
1.81 - 1.90	3	80,740,000	9.8
1.91 - 2.00	2	16,420,000	2.0
2.01 - 2.20	6	144,837,138	17.7
2.21 - 3.76	5	141,610,000	17.3
Total	39	$820,603,933	100.0	%
(1)   See footnotes (1) and (6) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Amortization Types(1)
Amortization Type	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Interest Only	9	$314,760,000	38.4	%
Interest Only, Then Amortizing(2)	14	271,464,375	33.1
Amortizing (30 Years)	15	222,421,207	27.1
Amortizing (25 Years)	1	11,958,350	1.5
Total	39	$820,603,933	100.0	%
(1)   All of the mortgage loans will have balloon payments at maturity date.
(2)   Original partial interest only periods range from 12 to 60 months.
Distribution of Lockboxes
Lockbox Type	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Hard	14	$527,533,261	64.3	%
Springing	21	240,490,672	29.3
None	3	47,680,000	5.8
Soft	1	4,900,000	0.6
Total	39	$820,603,933	100.0	%

Distribution of Cut-off Date LTV Ratios(1)
Range of Cut-off Date LTV (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
24.6 - 50.0	1	$100,000,000	12.2	%
50.1 - 55.0	3	77,550,000	9.5
55.1 - 60.0	10	282,238,787	34.4
60.1 - 65.0	5	36,136,510	4.4
65.1 - 70.0	10	140,439,667	17.1
70.1 - 75.0	10	184,238,968	22.5
Total	39	$820,603,933	100.0	%
(1)   See footnotes (1) and (4) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Maturity Date LTV Ratios(1)
Range of Maturity Date LTV (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
24.6 - 30.0	1	$100,000,000	12.2	%
30.1 - 50.0	8	190,137,138	23.2
50.1 - 55.0	5	95,281,513	11.6
55.1 - 60.0	13	217,796,314	26.5
60.1 - 65.0	8	127,078,968	15.5
65.1 - 69.0	4	90,310,000	11.0
Total	39	$820,603,933	100.0	%
(1)   See footnotes (1) and (5) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Loan Purpose
Loan Purpose	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Refinance	22	$434,085,145	52.9	%
Recapitalization	4	205,500,000	25.0
Acquisition	13	181,018,787	22.1
Total	39	$820,603,933	100.0	%
Distribution of Mortgage Interest Rates
Range of Mortgage Interest Rates (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
3.815 - 4.000	3	$121,500,000	14.8	%
4.001 - 4.250	2	75,500,000	9.2
4.251 - 4.500	11	275,383,353	33.6
4.501 - 4.750	8	144,848,350	17.7
4.751 - 5.000	13	196,529,476	23.9
5.001 - 5.045	2	6,842,753	0.8
Total	39	$820,603,933	100.0	%

B-12

COLLATERAL OVERVIEW (continued)

Distribution of Debt Yield on Underwritten NOI(1)
Range of Debt Yields on Underwritten NOI (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
7.9 - 8.0	2	$36,400,000	4.4	%
8.1 - 9.0	6	140,350,000	17.1
9.1 - 10.0	12	241,357,128	29.4
10.1 - 11.0	4	68,550,000	8.4
11.1 - 12.0	3	23,533,353	2.9
12.1 - 13.0	7	160,956,314	19.6
13.1 - 14.0	2	18,020,000	2.2
14.1 - 16.2	3	131,437,138	16.0
Total	39	$820,603,933	100.0	%
(1)   See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Debt Yield on Underwritten NCF(1)
Range of Debt Yields on Underwritten NCF (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
7.7 - 8.0	4	$52,650,000	6.4	%
8.1 - 9.0	11	261,057,128	31.8
9.1 - 10.0	7	141,950,000	17.3
10.1 - 11.0	7	118,749,667	14.5
11.1 - 12.0	4	93,740,000	11.4
12.1 - 13.0	3	21,020,000	2.6
13.1 - 14.0	1	19,478,787	2.4
14.1 - 14.7	2	111,958,350	13.6
Total	39	$820,603,933	100.0	%
(1)   See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above.
Mortgage Loans with Original Partial Interest Only Periods
Original Partial Interest Only Period (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
12	2	$32,984,375	4.0	%
24	4	$97,300,000	11.9	%
36	4	$63,300,000	7.7	%
60	4	$77,880,000	9.5	%
Distribution of Original Terms to Maturity
Original Term to Maturity (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
120	39	$820,603,933	100.0	%
Total	39	$820,603,933	100.0	%
Distribution of Remaining Terms to Maturity
Range of Remaining Terms to Maturity (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
118 - 120	39	$820,603,933	100.0	%
Total	39	$820,603,933	100.0	%

Distribution of Original Amortization Terms(1)
Original Amortization Term (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Interest Only	9	$314,760,000	38.4	%
300	1	11,958,350	1.5
360	29	493,885,582	60.2
Total	39	$820,603,933	100.0	%
(1)   All of the mortgage loans will have balloon payments at maturity.
Distribution of Remaining Amortization Terms(1)
Range of Remaining Amortization Terms (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Interest Only	9	$314,760,000	38.4	%
298	1	11,958,350	1.5
358 - 360	29	493,885,582	60.2
Total	39	$820,603,933	100.0	%
(1)   All of the mortgage loans will have balloon payments at maturity.
Distribution of Prepayment Provisions
Prepayment Provision	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Defeasance	33	$547,769,340	66.8	%
Yield Maintenance	5	172,834,593	21.1
YM or Defeasance	1	100,000,000	12.2
Total	39	$820,603,933	100.0	%
Distribution of Escrow Types
Escrow Type	Number of Mortgage Loans	Cut-off Date Balance	% of Initial Pool Balance
Replacement Reserves(1)	33	$533,203,933	65.0	%
Real Estate Tax	29	$429,093,933	52.3	%
TI/LC(2)	21	$336,270,481	59.2	%
Insurance	22	$246,765,478	30.1	%
(1)   Includes mortgage loans with FF&E reserves.
(2)   Percentage of Initial Pool Balance secured by retail, office and industrial properties only.

B-13

STRUCTURAL OVERVIEW

Distributions	On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust expenses, yield maintenance charges and prepayment premiums, will be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):
	1.	Class A-1, A-2, A-3, A-AB, X-A and X-B certificates: to interest on the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates, up to, and pro rata in accordance with, their respective interest entitlements.
	2.	Class A-1, A-2, A-3 and A-AB certificates: to the extent of funds allocable to principal received or advanced on the mortgage loans, (i) to principal on the Class A-AB certificates until their certificate principal amount is reduced to the Class A-AB scheduled principal balance set forth in Annex F to the Free Writing Prospectus for the relevant Distribution Date, then (ii) to principal on the Class A-1 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-AB in clause (i) above, then (iii) to principal on the Class A-2 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-1 in clause (ii) above, then (iv) to principal on the Class A-3 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-2 in clause (iii) above, and then (v) to principal on the Class A-AB certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-3 in clause (iv) above. If the certificate principal amounts of each and every class of certificates other than the Class A-1, Class A-2, Class A-3 and Class A-AB certificates have been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, pro rata, based on their respective certificate principal amounts (and the schedule for the Class A-AB principal distributions will be disregarded).
	3.	Class A-1, A-2, A-3 and A-AB certificates: to reimburse the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest at their respective pass-through rates.
	4.	Class A-S and Class PEZ certificates: (i) first, to interest on the Class A-S and Class PEZ certificates in the amount of the interest entitlement with respect to the Class A-S trust component, pro rata in proportion to their respective percentage interests in the Class A-S trust component; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates), to principal on the Class A-S and Class PEZ certificates, pro rata in proportion to their respective percentage interests in the Class A-S trust component, until the outstanding principal balance of the Class A-S trust component is reduced to zero; and (iii) next, to reimburse the Class A-S and Class PEZ certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class A-S trust component, together with interest at the pass-through rate for such trust component, pro rata in proportion to their respective percentage interests in the Class A-S trust component.
	5.	Class B and Class PEZ certificates: (i) first, to interest on the Class B and Class PEZ certificates in the amount of the interest entitlement with respect to the Class B trust component, pro rata in proportion to their respective percentage interests in the Class B trust component; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates and each trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component), to principal on the Class B and Class PEZ certificates, pro rata in proportion to their respective percentage interests in the Class B trust component, until the outstanding principal balance of the Class B trust component is reduced to zero; and (iii) next, to reimburse the Class B and Class PEZ certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class B trust component, together with interest at the pass-through rate for such trust component, pro rata in proportion to their respective percentage interests in the Class B trust component.

B-14

STRUCTURAL OVERVIEW (continued)

Distributions
(continued)	6.	Class C and Class PEZ certificates: (i) first, to interest on the Class C and Class PEZ certificates in the amount of the interest entitlement with respect to the Class C trust component, pro rata in proportion to their respective percentage interests in the Class C trust component; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates and each trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S and Class B trust components), to principal on the Class C and Class PEZ certificates, pro rata in proportion to their respective percentage interests in the Class C trust component, until the outstanding principal balance of the Class C trust component is reduced to zero; and (iii) next, to reimburse the Class C and Class PEZ certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class C trust component, together with interest at the pass-through rate for such trust component, pro rata in proportion to their respective percentage interests in the Class C trust component.
	7.	Class D and Class X-D certificates: (i) first, to interest on the Class D and Class X-D certificates, up to, and pro rata in accordance with, their respective interest entitlements; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates and each trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S, Class B and Class C trust components), to principal on the Class D certificates until their certificate principal amount is reduced to zero; and (iii) next, to reimburse the Class D certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
	8.	Class E certificates: (i) first, to interest on the Class E certificates in the amount of their interest entitlement; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates and each trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-AB and Class D certificates and the Class A-S, Class B and Class C trust components), to principal on the Class E certificates until their certificate principal amount is reduced to zero; and (iii) next, to reimburse the Class E certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
	9.	After Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D and Class E certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest and principal and to reimburse any unreimbursed losses to the Class F and Class G certificates, sequentially, in that order in a manner analogous to the Class E certificates, until the certificate principal amount of each such class is reduced to zero.
Realized Losses	The certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-AB, Class D, Class E, Class F and Class G certificates and the Class A-S, Class B and Class C trust components (and thus, the Exchangeable Certificates) will each be reduced without distribution on any Distribution Date as a write off to the extent of any loss realized on the mortgage loans allocated to such class of certificates or trust component on such Distribution Date. On each Distribution Date, any such write offs will be applied to such classes of certificates and trust components in the following order, in each case until the related certificate principal amount is reduced to zero: first, to the Class G certificates; second, to the Class F certificates; third, to the Class E certificates; fourth, to the Class D certificates; fifth, to the Class C trust component (and correspondingly to the Class C and Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component); sixth, to the Class B trust component (and correspondingly to the Class B and Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component); seventh, to the Class A-S trust component (and correspondingly to the Class A-S and Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component); and, finally pro rata, to the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, based on their then current respective certificate principal amounts. The notional amount of the Class X-A certificates will be reduced to reflect reductions in the certificate principal amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB certificates and the Class A-S trust component resulting from allocations of losses realized on the mortgage loans. The notional amount of the Class X-B certificates will be reduced to reflect reductions in the certificate principal amount of the Class B trust component resulting from allocations of losses realized on the mortgage loans. The notional amount of the Class X-D certificates will be reduced to reflect reductions in the certificate principal amount of the Class D certificates resulting from allocations of losses realized on the mortgage loans.

B-15

STRUCTURAL OVERVIEW (continued)

Prepayment Premiums
and Yield Maintenance
Charges	On each Distribution Date, each yield maintenance charge collected on the mortgage loans during the applicable one-month period ending on the related Determination Date is required to be distributed as follows: (1) first such yield maintenance charge will be allocated between (x) the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-AB and Class X-A certificates and the Class A-S trust component (and correspondingly to the Class A-S and Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component), and (y) the group (the “YM Group B” and together with the YM Group A, the “YM Groups”), of the Class B trust component (and correspondingly to the Class B and Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component), the Class C trust component (and correspondingly to the Class C and Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component) and the Class D and Class X-B certificates, pro rata, based upon the aggregate amount of principal distributed to the classes of certificates (other than the Class X Certificates and Exchangeable Certificates) and trust components (and therefore the applicable classes of Exchangeable Certificates) in each YM group on such Distribution Date, and (2) then the portion of such yield maintenance charge allocated to each YM Group will be further allocated as among the classes of certificates and trust components in such YM Group in the following manner: (A) each class of certificates (other than the Class X and Exchangeable Certificates) and trust component (and therefore the applicable classes of Exchangeable Certificates) in such YM Group will entitle the applicable certificateholders to receive on the applicable Distribution Date that portion of such yield maintenance charge equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such class of certificates or trust component on such Distribution Date and whose denominator is the total amount of principal distributed to all of the certificates (other than the Class X and Exchangeable Certificates) and trust components (and therefore the applicable classes of Exchangeable Certificates) in that YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment and such class of certificates or trust component, and (z) the aggregate amount of such yield maintenance charge allocated to such YM Group and (B) the amount of such yield maintenance charge allocated to such YM Group and remaining after such distributions will be distributed to the Class X Certificates in such YM Group. If there is more than one class of certificates (other than the Class X and Exchangeable Certificates) and/or trust component (and thus the applicable classes of Exchangeable Certificates) in either YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable to such classes of certificates and/or trust components, the aggregate amount of such yield maintenance charges will be allocated among all such classes of certificates (other than the Class X and Exchangeable Certificates) and/or trust components (and, therefore, the applicable classes of Exchangeable Certificates) up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the first sentence of this paragraph.
	The “Base Interest Fraction” with respect to any principal prepayment on any mortgage loan and with respect to any class of Class A-1, Class A-2, Class A-3, Class A-AB and Class D certificates or any trust component is a fraction (a) whose numerator is the amount, if any, by which (i) the pass-through rate on such class of certificates or trust component exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the mortgage loan rate on such mortgage loan exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment; provided, however, that under no circumstances will the Base Interest Fraction be greater than one. If such discount rate is greater than or equal to the lesser of (x) the mortgage loan rate on the prepaid mortgage loan and (y) the pass-through rate described in the preceding sentence, then the Base Interest Fraction will equal zero; provided, however, if such discount rate is greater than or equal to the mortgage loan rate, but less than the pass-through rate, the Base Interest Fraction will be one.
	If a prepayment premium is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for mortgage loans that require payment at the greater of a yield maintenance charge or a minimum amount equal to a fixed percentage of the principal balance of the mortgage loan or, for mortgage loans that only have a prepayment premium based on a fixed percentage of the principal balance of the mortgage loan, such other discount rate as may be specified in the related loan documents.
	No prepayment premiums or yield maintenance charges will be distributed to holders of the Class X-D, Class E, Class F, Class G or Class R certificates. Instead, after the notional amounts of the Class X-A and Class X-B certificates and the certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-AB and Class D certificates and all the trust components have been reduced to zero, all prepayment premiums and yield maintenance charges with respect to the mortgage loans will be distributed to holders of the Class X-B certificates. For a description of prepayment premiums and yield maintenance charges required on the mortgage loans, see Annex A to the Free Writing Prospectus. See also “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions” in the Base Prospectus. Prepayment premiums and yield maintenance charges will be distributed on any Distribution Date only to the extent they are received in respect of the mortgage loans as of the related Determination Date. See also “Description of the Offered Certificates Distributions Prepayment Premiums” in the Free Writing Prospectus.

B-16

STRUCTURAL OVERVIEW (continued)

Non-Serviced Loans	Each of the 590 Madison Avenue, Hammons Hotel Portfolio and DoubleTree Hotel Universal mortgage loans are referred to in this Term Sheet as, individually, a “non-serviced loan” and, collectively, the “non-serviced loans”. The Element LA mortgage loan will become a “non-serviced loan” upon the securitization of the companion loan held by CCRE. The non-serviced loans and each related companion loan are being, or are expected to be, serviced and administered in accordance with, and all decisions, consents, waivers, approvals and other actions on the part of the holders of the non-serviced loans and the related companion loans will be, or are expected to be, effected in accordance with, the Controlling PSA set forth under the “Companion Loan Summary” table above and the related co-lender agreement. Consequently, the servicing provisions set forth in this Term Sheet will generally not be applicable to the non-serviced loans, but instead such servicing and administration of the non-serviced loans will, in each case, be governed by the related Controlling PSA. Each Controlling PSA provides for servicing in a manner acceptable for rated transactions similar in nature to this securitization. The non-serviced loans are discussed further under “—Whole Loans” below.
Advances	The master servicer and, if it fails to do so, the trustee, will be obligated to make P&I advances with respect to each mortgage loan in the issuing entity and, with respect to each mortgage loan (other than a non-serviced loan) and serviced whole loan, servicing advances, including paying delinquent property taxes, condominium assessments, insurance premiums and ground lease rents, but only to the extent that those advances are not deemed non-recoverable from collections on the related mortgage loan (or, if applicable, serviced whole loan) and, in the case of P&I advances, subject to reduction in connection with any appraisal reduction amounts that may occur. Notwithstanding the foregoing, servicing advances for each non-serviced loan will be made by the parties of, and pursuant to, the applicable Controlling PSA (as discussed under “—Whole Loans” below).
Appraisal Reduction
Amounts	An appraisal reduction amount generally will be created with respect to a required appraisal loan (which is a mortgage loan or whole loan serviced under the pooling and servicing agreement for this transaction) as to which certain defaults, modifications or insolvency events have occurred (as further described in the Free Writing Prospectus) in the amount, if any, by which the principal balance of such required appraisal loan, plus other amounts overdue or advanced in connection with such required appraisal loan, exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to such required appraisal loan. In general, any appraisal reduction amount calculated with respect to a whole loan will be allocated, first, to any related subordinate companion loan, up to its outstanding principal amount, and then, to the related mortgage loan and pari passu companion loan(s) on a pro rata basis in accordance with their respective outstanding principal balances. In the case of a non-serviced loan, any appraisal reduction amounts will be calculated pursuant to, and by a party to, the related Controlling PSA (as discussed under “—Whole Loans” below). As a result of an appraisal reduction amount being calculated for and/or allocated to a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the most subordinate class(es) of certificates (exclusive of the Exchangeable Certificates and Class R certificates) and/or trust components then outstanding (i.e., first to the Class G certificates, then to the Class F certificates, then to the Class E certificates, then, pro rata based on interest entitlements, to the Class D and Class X-D certificates, then to the Class C trust component (and correspondingly, to the Class C certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component), then to the Class B trust component (and correspondingly, to the Class B certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component), then to the Class A-S trust component (and correspondingly, to the Class A-S certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component), and then, pro rata based on interest entitlements, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates). In general, a mortgage loan (or whole loan, if applicable) serviced under the pooling and servicing agreement for this transaction will cease to be a required appraisal loan, and no longer be subject to an appraisal reduction amount, when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan (or whole loan, if applicable) to be a required appraisal loan.
	At any time an Appraisal is ordered with respect to a property that would result in appraisal reduction amount with respect to a mortgage loan (or whole loan, if applicable) serviced under the pooling and servicing agreement for this transaction that would result in a change in the controlling class, certain certificateholders will have a right to request a new appraisal as described in the Free Writing Prospectus.
Age of Appraisals	Appraisals (which can be an update of a prior appraisal) ordered under the pooling and servicing agreement for this transaction with respect to a mortgaged property are required to be no older than 9 months for purposes of determining appraisal reductions (other than the annual re-appraisal), market value, and other calculations as described in the Free Writing Prospectus.
Sale of Defaulted Loans	There will be no “Fair Market Value Purchase Option,” instead defaulted loans will be sold in a process similar to the sale process for REO property.

B-17

STRUCTURAL OVERVIEW (continued)

Cleanup Call	On any distribution date on which the aggregate unpaid principal balance of the mortgage loans remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and all property or the issuing entity’s interest therein acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Free Writing Prospectus. Exercise of the option will terminate the issuing entity and retire the then outstanding certificates.
	If the aggregate certificate principal amounts of all certificates (exclusive of the Class X Certificates) senior to the Class E certificates, and the notional amounts of the Class X-A, Class X-B and Class X-D certificates have been reduced to zero and if the master servicer has received from the remaining certificateholders the payment specified in the pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates (excluding the Class R certificates), for the mortgage loans remaining in the issuing entity, but all of the holders of those classes of outstanding certificates would have to voluntarily participate in the exchange.
Controlling Class
Representative	The “Controlling Class Representative” will be the controlling class certificateholder or representative designated by at least a majority of the voting rights of the controlling class. The controlling class is the most subordinate class of the Class E, Class F and Class G certificates that has an outstanding certificate principal amount as notionally reduced by any appraisal reductions allocated to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates. At any time when Class E is the controlling class, the majority Controlling Class Certificateholder may elect under certain circumstances to opt-out from its rights under the pooling and servicing agreement. See “The Pooling and Servicing Agreement—Controlling Class Representative” in the Free Writing Prospectus. No other class of certificates will be eligible to act as the controlling class or appoint a Controlling Class Representative.
	Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, is expected to purchase the Class E, Class F and Class G certificates and, on the Closing Date, is expected to appoint Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, to be the initial Controlling Class Representative.
Control/Consultation
Rights	The Controlling Class Representative will be entitled to have consultation and approval rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) unless no class of the Class E, Class F and Class G certificates has an outstanding certificate principal amount, as notionally reduced by any appraisal reductions allocated to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates (a “Control Termination Event”).
	So long as a Control Termination Event does not exist, the Controlling Class Representative will be entitled to direct the special servicer to take, or refrain from taking, certain actions that would constitute major decisions with respect to a mortgage loan (other than a non-serviced loan) or serviced whole loan and will also have the right to notice and to consent to certain material actions that would constitute major decisions that the master servicer or the special servicer plan on taking with respect to a mortgage loan (other than a non-serviced loan) or serviced whole loan subject to the servicing standard and other restrictions as described in the Free Writing Prospectus.
	Following the occurrence and during the continuation of a Control Termination Event until such time as no class of the Class E, Class F and Class G certificates has an outstanding certificate principal amount, without regard to the application of any appraisal reductions, that is equal to or greater 25% of the initial certificate principal amount of that class of certificates (a “Consultation Termination Event”), all of the rights of the Controlling Class Representative will terminate other than a right to consult with respect to the major decisions as to which it previously had approval rights. After the occurrence and during the continuation of a Control Termination Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders and, in the case of the serviced companion loans, the related companion loan holder(s), as a collective whole, as if those certificateholders and, if applicable, such companion loan holder(s) constituted a single lender.
	If at any time that Eightfold Real Estate Capital Fund IV, L.P., or its affiliate, or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the certificate holder (or beneficial owner) of at least a majority of the Controlling Class by certificate principal amount and the certificate registrar has neither (i) received notice of the then-current holders (or, in the case of book-entry certificates, beneficial owners) of at least a majority of the Controlling Class by certificate principal amount nor (ii) received notice of a replacement Controlling Class Representative pursuant to the pooling and servicing agreement, then a Control Termination Event and a Consultation Termination Event will be deemed to exist until such time as the certificate registrar receives any such notice.

B-18

STRUCTURAL OVERVIEW (continued)

Control/Consultation
Rights (continued)	Notwithstanding the foregoing, with respect to the Element LA whole loan and each non-serviced whole loan, so long as a Consultation Termination Event does not exist, the controlling class representative for this transaction will have limited consultation rights, and the applicable controlling class representative (or equivalent entity) or another directing holder pursuant to the related co-lender agreement and/or the related Controlling PSA will have consultation, approval and direction rights, with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding the Element LA whole loan or such non-serviced whole loan, as provided for in the related co-lender agreement and in the related Controlling PSA, and as described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus.
Whole Loans	The 590 Madison Avenue mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $100,000,000, represents approximately 12.2% of the Initial Pool Balance, and has (i) one related pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $169,366,000, which is not included in the issuing entity and is expected to be securitized in connection with the GSMS 2015-590M transaction, (ii) one related pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $100,000,000, which is not included in the issuing entity, is currently held by Goldman Sachs Mortgage Company, and is expected to be contributed to one or more future securitization trusts and (iii) one subordinate companion loan with an outstanding principal balance as of the Cut-off Date of $280,634,000, which is not included in the issuing entity and is expected to be securitized in connection with the GSMS 2015-590M transaction. Each pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan” and the subordinate companion loan described above in this paragraph is referred to in this Term Sheet as a “subordinate companion loan”, a “companion loan” and a “non-serviced companion loan”. The 590 Madison Avenue mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other and the related subordinate companion loan is generally subordinate in right of payment to the 590 Madison Avenue mortgage loan and the related pari passu companion loans to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “590 Madison Avenue whole loan”, a “whole loan” and a “non-serviced whole loan”. The 590 Madison Avenue whole loan is expected to be serviced by the GSMS 2015-590M master servicer and, if and to the extent necessary, the GSMS 2015-590M special servicer, under the GSMS 2015-590M trust and servicing agreement (referred to as the “GSMS 2015-590M TSA” in this Term Sheet).
	The South Plains Mall mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $70,000,000, represents approximately 8.5% of the Initial Pool Balance, and has two related companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $130,000,000, which are currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and are expected to be contributed to future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The South Plains Mall mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “South Plains Mall whole loan”, a “serviced whole loan” and a “whole loan”.
	The Westin Boston Waterfront mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $70,000,000, represents approximately 8.5% of the Initial Pool Balance, and has two related companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $135,000,000, which are currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and are expected to be contributed to future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The Westin Boston Waterfront mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “Westin Boston Waterfront whole loan”, a “serviced whole loan” and a “whole loan”.
	The Element LA mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $70,000,000, represents approximately 8.5% of the Initial Pool Balance, and has two related companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $98,000,000. One such companion loan, with an outstanding principal balance as of the Cut-off Date of $84,000,000 is currently held by CCRE, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts, and the other companion loan, with an outstanding principal balance as of the Cut-off Date of $14,000,000 is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan”. The Element LA mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “Element LA whole loan”, a “whole loan” and a “non-serviced whole loan” after the securitization of the Element LA companion loan held by CCRE.

B-19

STRUCTURAL OVERVIEW (continued)

Whole Loans
(continued)	The Element LA companion loan held by CCRE is expected to be contributed to a future securitization trust. Until the Element LA companion loan held by CCRE is included in another securitization, the Element LA whole loan will be serviced under the pooling and servicing agreement for this transaction and the related co-lender agreement. Upon the contribution of the Element LA companion loan held by CCRE into the other securitization trust, the Element LA whole loan is expected to be serviced by the master servicer and, if and to the extent necessary, the special servicer, under the related pooling and servicing agreement.
	The Glenbrook Square mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $60,000,000, represents approximately 7.3% of the Initial Pool Balance, and has one related companion loan with an outstanding principal balance as of the Cut-off Date of $102,000,000, which is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. The pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The Glenbrook Square mortgage loan and the related pari passu companion loan are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “Glenbrook Square whole loan”, a “serviced whole loan” and a “whole loan”.
	The Hammons Hotel Portfolio mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $45,146,314, represents approximately 5.5% of the Initial Pool Balance, and has three related companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $205,079,002. One such companion loan was contributed to the CGCMT 2015-GC33 securitization trust, one such companion loan was contributed to the GSMS 2015-GC34 securitization trust and the other companion loan is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan”. The Hammons Hotel Portfolio mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “Hammons Hotel Portfolio whole loan”, a “whole loan” and a “non-serviced whole loan”. The Hammons Hotel Portfolio whole loan will be serviced by the CGCMT 2015-GC33 master servicer and, if and to the extent necessary, the CGCMT 2015-GC33 special servicer, under the CGCMT 2015-GC33 PSA.
	The GSA Portfolio mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $27,384,375, represents approximately 3.3% of the Initial Pool Balance, and has one related companion loan with an outstanding principal balance as of the Cut-off Date of $27,384,375, which is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. The pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “serviced companion loan” and a “companion loan”. The GSA Portfolio mortgage loan and the related pari passu companion loan are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “GSA Portfolio whole loan”, a “serviced whole loan” and a “whole loan”.
	The DoubleTree Hotel Universal mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $19,478,787, represents approximately 2.4% of the Initial Pool Balance, and has two related companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $31,465,734. One such companion loan was contributed to the GSMS 2015-GC34 securitization trust and the other companion loan is currently held by Goldman Sachs Mortgage Company, a sponsor and originator, and is expected to be contributed to one or more future securitization trusts. Each pari passu companion loan described above in this paragraph is referred to in this Term Sheet as a “pari passu companion loan”, a “companion loan” and a “non-serviced companion loan”. The DoubleTree Hotel Universal mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus and are collectively referred to in this Term Sheet as the “DoubleTree Hotel Universal whole loan”, a “whole loan” and a “non-serviced whole loan”. The DoubleTree Hotel Universal whole loan will be serviced by the GSMS 2015-GC34 master servicer and, if and to the extent necessary, the GSMS 2015-GC34 special servicer, under the GSMS 2015-GC34 PSA.
	For more information regarding the whole loans, see “—Transaction Parties and Significant Dates, Events and Periods—Companion Loan Holders” and “Description of the Mortgage Pool—The Whole Loans” in the Free Writing Prospectus.

B-20

STRUCTURAL OVERVIEW (continued)

Servicing Standard	Each of the mortgage loans (other than non-serviced loans) and serviced whole loans will be serviced by the master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement. In all circumstances, each of the master servicer and the special servicer is obligated to act in the best interests of the certificateholders (and, in the case of a serviced whole loan, the holder(s) of the related serviced companion loan(s)) as a collective whole as if such certificateholders (and, if applicable, such companion loan holder), constituted a single lender. The special servicer is required to determine the effect on net present value of various courses of action (including workout or foreclosure), using the Calculation Rate as the discount rate, and pursue the course of action that it determines would maximize recovery on a net present value basis.
	“Calculation Rate” means:
		(a)	for principal and interest payments on a mortgage loan or proceeds from the sale of a defaulted loan, the highest of (i) the rate determined by the master servicer or the special servicer, as applicable, that approximates the market rate that would be obtainable by borrowers on similar debt of the borrowers as of such date of determination, (ii) the mortgage loan rate and (iii) the yield on 10-year US treasuries; and
		(b)	for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or update of such appraisal).
Termination of
Special Servicer	Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative may replace the special servicer with respect to all the mortgage loans (other than the non-serviced loans and other than the Element LA mortgage loan) and the serviced whole loans (other than the Element LA whole loan), with or without cause, at any time. After the occurrence and during the continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the certificates (other than the Class R certificates) (considering each class of the Class A-S, Class B and Class C certificates, together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component, as a single “Class” for such purpose) may request a vote to replace the special servicer (other than with respect to the non-serviced whole loans and the Element LA whole loan). The subsequent vote may result in the termination and replacement of such special servicer if, within 180 days of the initial request for that vote, the holders of (a) at least 75% of the voting rights of the certificates (other than the Class R certificates) (considering each class of the Class A-S, Class B and Class C certificates, together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component, as a single “Class” for such purpose), or (b) more than 50% of the voting rights of each class of certificates (other than the Class R and Class X certificates) (but only such classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amount allocated to such class, equal to or greater than 25% of the initial certificate principal amount of such class, minus all payments of principal made on such class of certificates) (and considering each class of the Class A-S, Class B and Class C certificates, together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component, as a single “Class” for such purpose) vote affirmatively to so replace such special servicer. At any time, solely with respect to the Element LA whole loan, the special servicer may be replaced by the holder of the Element LA companion loan held by CCRE (or its representative), with or without cause.
	At any time after the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of the special servicer (other than with regards to the Element LA whole loan) resulting in a solicitation of a certificateholder vote. The subsequent vote may result in the termination and replacement of the special servicer if, within 180 days of the initial request for that vote, the holders of more than 50% of the voting rights of each class of certificates (other than the Class R and Class X certificates) (but only such classes of certificates that have, in each such case, an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amounts allocated to such class, equal to or greater than 25% of the initial certificate principal amount of such class of certificates, minus all payments of principal made on such class of certificates) (and considering each class of the Class A-S, Class B and Class C certificates, together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component, as a single “Class” for such purpose) vote affirmatively to so replace the special servicer.
	If the special servicer becomes a “borrower party” (as described in the Free Writing Prospectus) with respect to a mortgage loan, the special servicer will not be permitted to act as special servicer with respect to that mortgage loan. Subject to certain limitations described in the Free Writing Prospectus, the Controlling Class Representative (so long as it is not itself a borrower party and so long as no Control Termination Event has occurred and is continuing) will be entitled to appoint a replacement special servicer for that mortgage loan. If the Controlling Class Representative is precluded from appointing a replacement special servicer, a replacement special servicer will be appointed in the manner specified in the pooling and servicing agreement for this transaction. Solely with respect to the Element LA whole loan, while serviced under the Pooling and Servicing Agreement, the Element LA companion loan holder with respect to the Element LA companion loan identified as note A-1 (or its representative) will have the right to approve a successor special servicer.

B-21

STRUCTURAL OVERVIEW (continued)

Servicing
Compensation	Modification Fees: With respect to those mortgage loans and the whole loan serviced under the pooling and servicing agreement (each, a “serviced loan”) certain fees resulting from modifications, amendments, waivers or other changes to the terms of the loan documents, as more fully described in the Free Writing Prospectus, will be used to offset expenses on the related serviced loan (i.e. reimburse the trust for certain expenses including unreimbursed advances and interest on unreimbursed advances previously incurred (other than special servicing fees, workout fees and liquidation fees)) on the related serviced loan but not yet reimbursed to the trust or servicers) or to pay expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding, in each case unless as part of the written modification the related borrower is required to pay these amounts on a going forward basis or in the future. Any excess modification fees not so applied to offset expenses will be available as compensation to the master servicer and/or special servicer. Within any prior 12 month period, all excess modification fees earned by the master servicer or by the special servicer (after taking into account the offset described below applied during such 12-month period) with respect to any serviced loan will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such mortgage loan after giving effect to such transaction and (ii) $25,000.
	All excess modification fees earned by the special servicer will be required to offset any future workout fees or liquidation fees payable with respect to the related serviced loan or related REO property; provided, that if the serviced loan ceases being a corrected loan, and is subject to a subsequent modification, any excess modification fees earned by the special servicer prior to such serviced loan ceasing to be a corrected loan will no longer be offset against future liquidation fees and workout fees unless such serviced loan ceased to be a corrected loan within 18 months of it becoming a modified mortgage loan (or modified whole loan, if applicable).
	Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred with respect to the related serviced loan (other than special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or the special servicer or to pay certain expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding on the related serviced loan , and any excess received with respect to a serviced loan will be paid to the master servicer (for penalty fees accrued while a non-specially serviced loan) and the special servicer (for penalty fees accrued while a specially serviced loan). To the extent any amounts reimbursed out of penalty charges are subsequently recovered on a related serviced loan, they will be paid to the master servicer or special servicer who would have been entitled to the related penalty charges that were previously used to reimburse such expense.
	Liquidation / Workout Fees: Liquidation fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a liquidation fee of $1,000,000, for each serviced loan that is a specially serviced loan and any REO property, subject in any case to a minimum liquidation fee of $25,000. For any serviced loan that is a corrected loan, workout fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a workout fee of $1,000,000 when applied to each expected payment of principal and interest (other than default interest) on the related serviced loan from the date such serviced loan becomes a corrected loan through and including the then related maturity date; or in any case such higher rate as would result in a workout fee of $25,000 when applied to each expected payment of principal and interest (other than default interest) on the related serviced loan from the date such serviced loan becomes a corrected loan through and including the then related maturity date.
	Notwithstanding the foregoing, in connection with a maturity default, no liquidation or workout fee will be payable in connection with a payoff or refinancing of the related serviced loan within 90 days of the maturity default.
Operating Advisor	Prior to the occurrence and continuance of a Control Termination Event, the operating advisor will review certain information on the certificate administrator’s website, and will have access to any final asset status report but will not have any consultation rights. After the occurrence and during the continuance of a Control Termination Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders and, in the case of a serviced whole loan, the related companion loan holder(s), as a collective whole, as if those certificateholders and, if applicable, such companion loan holder(s) constituted a single lender. However, the operating advisor has no rights or obligations with respect to the Element LA whole loan or the non-serviced whole loans.
	The operating advisor will be subject to termination without cause if the holders of at least 15% of the voting rights of Non-Reduced Certificates vote to terminate and replace the operating advisor and such vote is approved by the holders of more than 50% of the voting rights of Non-Reduced Certificates that exercise their right to vote, provided that the holders of at least 50% of the voting rights of Non-Reduced Certificates have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement. In addition, if none of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C, Class PEZ or Class D certificates are outstanding, then at the option of the Controlling Class Representative, all of the rights and obligations of the operating advisor under the pooling and servicing agreement (other than any rights or obligations that accrued prior to such termination, including the right to accrued and unpaid compensation and indemnification rights that arose out of events that occurred prior to such termination) will terminate without the payment of any termination fee, provided, however, that the operating advisor will continue to receive the operating advisor fee until the termination of the trust fund.

B-22

STRUCTURAL OVERVIEW (continued)

Deal Website	The certificate administrator will maintain a deal website including, but not limited to:
	—all special notices delivered.
	—summaries of final asset status reports.
	—all appraisals in connection with an appraisal reduction plus any subsequent appraisal updates.
	—an “Investor Q&A Forum” and a voluntary investor registry.

B-23

CERTAIN DEFINITIONS

■ “ADR”: Means, for any hospitality property, average daily rate.

■ “Appraised Value”: With respect to each mortgaged property, the most current appraised value of such property as determined by an appraisal of the mortgaged property and in accordance with MAI standards made not more than 5 months prior to the origination date of the related mortgage loan. The appraisals for certain of the mortgaged properties state an “as complete,” “as stabilized,” “as repaired,” “hypothetical,” “prospective as-is”, “value upon completion”, “as renovated” or similar value as well as an “as-is” value for such mortgaged properties assuming that certain events will occur with respect to the re-tenanting, renovation or other repositioning of the mortgaged property. With respect to the Hammons Hotel Portfolio mortgage loan, the Appraised Value represents the aggregate “as-is” appraised value of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at three related mortgaged properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs. For purposes of calculating the Maturity Date LTV Ratio for certain mortgage loans, the “as stabilized” value of the related mortgaged property is the applicable Appraised Value in this Term Sheet. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Free Writing Prospectus for a description of Maturity Date LTV Ratio.

■ “Borrower Sponsor”: The indirect owner, or one of the indirect owners, of the related borrower (in whole or in part) that may or may not have control of the related borrower. The Borrower Sponsor may be, but is not necessarily, the entity that acts as the guarantor of the non-recourse carveouts.

■ “FF&E”: Furniture, fixtures and equipment.

■ “GLA”: Gross leasable area.

■ “Hard Lockbox”: An account controlled by the lender into which the borrower is required to direct the tenants to pay rents directly. Hospitality properties, multifamily properties and manufactured housing community properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related mortgaged property into the lockbox account controlled by the lender. With respect to the Westin Boston Waterfront mortgage loan, the manager established an operating account (and borrower has pledged its rights in such account to lender) pursuant to the management agreement into which all of the foregoing amounts are deposited, following which the property manager is only required to transfer to the lender’s cash management account (which is subject to an account control agreement and pledged to the lender) amounts from that operating account that would otherwise be payable to the borrower under the related management agreement, after payment of operating expenses, management fees and any reserves administered in accordance with the management agreement, and the manager will otherwise have unrestricted access to funds in the operating account to the extent and for the purposes set forth in the management agreement until the management agreement has been terminated, however, the loan agreement prohibits the borrower or operating lessee from withdrawing or transferring money from such operating account under the related loan documents.

■ “MSA”: Metropolitan statistical area.

■ “Non-owned Anchor(s)”: Tenants that occupy space equal to or greater than 30,000 SF at the related mortgaged property, which occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

■ “Non-owned Junior Anchor(s)”: Tenants that occupy space equal to or greater than 10,000 SF at the related mortgaged property and less than 30,000 SF at the related mortgaged property, which occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

■ “Non-owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property which space occupied by those freestanding tenants is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

■ “Non-Reduced Certificates”: Each class of certificates (other than Class R or Class X certificates) (considering each of the Class A-S, Class B and Class C certificates, together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component, as a single “Class” for such purpose) that has an outstanding certificate principal amount as may be notionally reduced by any appraisal reduction amounts allocated to that class, equal to or greater than 25% of an amount equal to the initial certificate principal amount of that class of certificates minus all principal payments made on such class of certificates.

■ “Occupancy Cost”: With respect to any mortgaged property, total rental revenues divided by total sales.

■ “Owned Anchor(s)”: Tenants that lease space equal to or greater than 30,000 SF at the related mortgaged property, which leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.

■ “Owned GLA”: With respect to any particular mortgaged property, the GLA of the space that is owned by the related borrower and is part of the collateral.

■ “Owned Junior Anchor(s)”: Tenants that lease space equal to or greater than 10,000 SF and less than 30,000 SF at the related mortgaged property, which leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.

B-24

CERTAIN DEFINITIONS (continued)

■ “Owned Occupancy”: With respect to any particular mortgaged property, as of a certain date (or, in the case of a hospitality property, for a trailing 12-month period ending on a certain date), the percentage of net rentable square footage, available rooms, units or pads that are leased or rented (as applicable), solely with respect to the aggregate leased space, available rooms, units or pads in the property that is owned by the related borrower. In some cases Owned Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months after the Cut-off Date; assumptions regarding the execution of leases that are currently under negotiation and are expected to be executed; assumptions regarding the renewal of particular leases, the taking of additional space by tenants that have agreed to do so as described under “Description of the Mortgage Pool—Tenant Issues” in the Free Writing Prospectus to the extent material and/or assumptions regarding the re-leasing of certain space at the related mortgaged property; or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions.

■ “Owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property which space occupied by those freestanding tenants is owned by the related borrower and is part of the collateral for the related mortgage loan.

■ “Owned Tenant(s)”: Tenants whose leased space at the related mortgaged property is owned by the related borrower and is part of the collateral for the related mortgage loan.

■ “Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by the rating agencies engaged by the depositor that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, qualification or withdrawal of the then current rating assigned by that rating agency to any class of certificates (or, with respect to a matter that affects a serviced whole loan, any companion loan securities). However, such confirmation will be deemed received or not required in certain circumstances as further described in the Free Writing Prospectus. See “The Pooling and Servicing Agreement—Rating Agency Confirmations” in the Free Writing Prospectus.

■ “RevPAR”: With respect to any hospitality property, revenues per available room.

■ “SF”: Square feet.

■ “Soft Lockbox”: An account into which the related borrower is required to deposit or cause the property manager to deposit all rents collected. Hospitality properties, multifamily properties and manufactured housing community properties are considered to have a soft lockbox if credit card receivables, cash, checks or “over the counter” receipts are deposited into the lockbox account by the borrower or property manager.

■ “Soft Springing Lockbox”: An account into which the related borrower is required to deposit, or cause the property manager to deposit, all rents collected until the occurrence of an event of default or one or more specified trigger events under the loan documents, at which time the lockbox account converts to a Hard Lockbox.

■ “Springing Lockbox”: An account that is not currently in place, but the related loan documents require the imposition of a lockbox account upon the occurrence of an event of default or one or more specified trigger events under the loan documents.

■ “Total Occupancy”: With respect to any particular mortgaged property, as of a certain date (or, in the case of a hospitality property, for a trailing 12-month period ending on a certain date), the percentage of net rentable square footage, available rooms, units or pads that are leased or rented (as applicable), for the aggregate leased space, available rooms, units or pads at the property, including any space that is owned by the related borrower and is part of the collateral in addition to any space that is owned by the applicable tenant and not part of the collateral for the related mortgage loan. In some cases Total Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and / or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months after the Cut-off Date, assumptions regarding the execution of leases that are currently under negotiation and are expected to be executed, assumptions regarding the renewal of particular leases, the taking of additional space by tenants that have agreed to do so as described under “Description of the Mortgage Pool—Tenant Issues” in the Free Writing Prospectus to the extent material and / or the assumptions regarding re-leasing of certain space at the related mortgaged property; or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions.

■ “TRIPRA”: The Terrorism Risk Insurance Program Reauthorization Act of 2015.

■ “TTM”: Trailing twelve months.

■ “Underwritten Expenses”: With respect to any mortgage loan or mortgaged property, an estimate of operating expenses, as determined by the related originator and generally derived from historical expenses at the mortgaged property(-ies), the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market-rate management fee. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

■ “Underwritten Net Cash Flow (NCF)”: With respect to any mortgage loan or mortgaged property, cash flow available for debt service, generally equal to the Underwritten NOI decreased by an amount that the related originator has determined for tenant improvements and leasing commissions and / or replacement reserves for capital items. Underwritten NCF does not reflect debt service or non-cash items such as depreciation or amortization.

B-25

CERTAIN DEFINITIONS (continued)

■ “Underwritten Net Operating Income (NOI)”: With respect to any mortgage loan or mortgaged property, Underwritten Revenues less Underwritten Expenses, as both are determined by the related originator, based in part upon borrower supplied information (including but not limited to a rent roll, leases, operating statements and budget) for a recent period which is generally the 12 months prior to the origination date or acquisition date of the mortgage loan adjusted for specific property, tenant and market considerations. Historical operating statements may not be available for newly constructed mortgaged properties, mortgaged properties with triple net leases, mortgaged properties that have recently undergone substantial renovations and/or newly acquired mortgaged properties.

■ “Underwritten Revenues”: With respect to any mortgage loan or mortgaged property, an estimate of operating revenues, as determined by the related originator and generally derived from the rental revenue based on leases in place, leases that have been executed but the tenant is not yet paying rent, in certain cases leases that are being negotiated and are expected to be signed, in certain cases leases that provide for a tenant to take additional space as described under “Description of the Mortgage Pool—Tenant Issues” in the Free Writing Prospectus to the extent material, and in certain cases contractual rent increases generally within 14 months past the Cut-off Date, in certain cases certain appraiser estimates of rental income, and in some cases adjusted downward to market rates, with vacancy rates equal to the mortgaged property’s historical rate, current rate, market rate or an assumed vacancy as determined by the related originator; plus any additional recurring revenue fees. Additionally, in determining rental revenue for multifamily rental, manufactured housing community and self storage properties, the related originator generally either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one- to 12-month period or in some cases may have relied on information provided in the appraisal for market rental rates and vacancy. In certain cases, with respect to mortgaged properties with leases with rent increases during the term of the related mortgage loan, Underwritten Revenues were based on the weighted average rent over the term of the mortgage loan. In certain cases, the related originator included revenue otherwise payable by a tenant but for the existence of an initial “free rent” period or a permitted rent abatement while the leased space is built out. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

B-26

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-27

590 Madison avenue

 

B-28

590 Madison avenue

 

B-29

590 Madison avenue

 

B-30

590 Madison avenue

 

B-31

590 Madison avenue

 

B-32

590 Madison avenue

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	New York, New York	Cut-off Date Principal Balance(4)		$100,000,000
Property Type	Office	Cut-off Date Principal Balance per SF(3)		$356.87
Size (SF)	1,035,003	Percentage of Initial Pool Balance		12.2%
Total Occupancy as of 8/26/2015(1)	77.9%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/26/2015(1)	77.9%	Type of Security		Fee Simple
Year Built / Latest Renovation	1981 / 2014	Mortgage Rate		3.8150%
Appraised Value	$1,500,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues(2)	$100,780,523
Underwritten Expenses(2)	$46,811,636	Escrows
Underwritten Net Operating Income (NOI)(2)	$53,968,887		Upfront	Monthly
Underwritten Net Cash Flow (NCF)(2)	$53,720,486	Taxes	$0	$0
Cut-off Date LTV Ratio(3)	24.6%	Insurance	$0	$0
Maturity Date LTV Ratio(3)	24.6%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF(3)	3.78x / 3.76x	TI/LC(5)	$19,000,000	$0
Debt Yield Based on Underwritten NOI / NCF(3)	14.6% / 14.5%	Other(6)	$32,111,456	$0

Sources and Uses
Sources	$	%	Uses	$	%
Senior Companion Loan Amount	$369,366,000	56.8%	Retire Extant Debt	$350,000,000	53.8%
Subordinate Companion Loan Amount	280,634,000	43.2	Return Cash to Borrower Sponsor	216,164,895	33.3
			Unfunded Obligations Reserve	32,111,456	4.9
			Defeasance Costs	21,034,528	3.2
			Leasing Reserve	19,000,000	2.9
			Title Fees / Mortgage Recording Tax	9,823,308	1.5
			Other Closing Costs	1,865,813	0.3
Total Sources	$650,000,000	100.0%	Total Uses	$650,000,000	100.0%

(1) Total Occupancy and Owned Occupancy represent leased occupancy which includes four tenants that are signed but not open (Aspen Insurance, NASCAR, DW Investment Management and Bonhams).

(2) Underwritten cash flows presented represent the underwritten in-place numbers as presented under “—Operating History and Underwritten Net Cash Flow” below.

(3) Calculated based on the aggregate outstanding principal balance of the 590 Madison Senior Companion Loans. Based on the 590 Madison Whole Loan the Cut-off Date LTV Ratio and Maturity Date LTV Ratio are both 43.3%, the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and the Debt Yield Based on Underwritten NOI / NCF are both 8.3%.

(4) The Cut-off Date Principal Balance of $100,000,000 represents the non-controlling note A-2 of a $650,000,000 whole loan evidenced by three senior pari passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling note A-1, the non-controlling note A-3 and the controlling subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000), with an aggregate outstanding principal balance of $450,000,000 as of the Cut-off Date, are expected to be contributed to the GS Mortgage Securities Corporation Trust 2015-590M, Commercial Mortgage Pass-Through Certificates, Series 2015-590M (“GSMS 2015-590M”) transaction and note A-3, with an outstanding principal balance of $100,000,000 as of the Cut-off Date, is expected to be contributed to one or more future securitization transactions.

(5) Upfront TI/LC reserve represents a leasing reserve for future tenant allowances and leasing commissions associated with new leases at 590 Madison. See “—Escrows” below.

(6) Upfront other reserve ($32,111,456) consists of tenant improvements of $19,708,984, leasing commissions of $3,397,471, and free rent of $9,005,002. See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “590 Madison Loan”) is part of a whole loan structure (the “590 Madison Whole Loan”) comprised of three non-controlling senior pari passu notes (note A-1, note A-2 and note A-3) with an outstanding aggregate principal balance of $369,366,000 (the “590 Madison Pari Passu Companion Loans”) and one controlling subordinate note B with an outstanding principal balance of $280,634,000 (the “590 Madison Subordinate Companion Loan” and, together with the 590 Madison Pari Passu Companion Loans, the “590 Madison Companion Loans”). The 590 Madison Whole Loan has an aggregate outstanding principal balance of $650,000,000 and is secured by (i) the borrower’s fee simple interest in 590 Madison Avenue, an office and retail property located in New York, New York (“590 Madison”), (ii) a 78-car tenant-only parking facility, (iii) a 15,000 SF glass-enclosed atrium, and (iv) the borrower’s fee simple interest in a portion of the collateral located immediately west of 590 Madison Avenue (collectively, the “590 Madison Property”). The 590 Madison Loan (evidenced by note A-2) has an outstanding principal balance as of the Cut-off Date of $100,000,000 and represents approximately 12.2% of the Initial Pool Balance. The related 590 Madison Companion Loans have an aggregate outstanding principal balance as of the Cut-off Date of $550,000,000 and are evidenced by two of the 590 Madison Pari Passu Companion Loans (note A-1: $169,366,000, and note A-3: $100,000,000) and the 590 Madison Subordinate Companion Loan ($280,634,000) and are held outside of the Issuing Entity. Note A-1 and the 590 Madison Subordinate Companion Loan are expected to be contributed to the GSMS 2015-590M transaction and note A-3 is expected to be contributed to one or more future securitization transactions. The 590 Madison Whole Loan was originated by Goldman Sachs Mortgage Company on September 23, 2015 and each note of the 590 Madison Whole Loan has an initial interest rate of 3.8150% per annum. The borrower utilized the proceeds of the 590 Madison Whole Loan to defease the existing debt on the 590 Madison Property, pay defeasance costs, fund reserves, pay origination costs and return equity to the borrower sponsor. For purposes of this Term Sheet, all calculations relating to the 590 Madison Loan are calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the 590 Madison Pari Passu Companion Loans.

B-33

590 Madison avenue

The 590 Madison Loan has received a credit assessment of Aa1 by Moody’s, AAA by Fitch and AAA by KBRA.

The 590 Madison Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The 590 Madison Loan requires interest only payments during its term. The scheduled maturity date of the 590 Madison Loan is the due date in October 2025. The borrower may prepay the 590 Madison Loan, in whole or in part, (i) on or after the due date in April 2025, without the payment of the applicable yield maintenance premium or (ii) prior to the due date in April 2025, with a payment equal to the greater of the (a) applicable yield maintenance premium and (b) a prepayment premium of 1% of the amount prepaid. Provided no event of default under the related loan documents has occurred and is continuing, at any time prior to the maturity date and after the earlier to occur of (i) the second anniversary of the closing date of the securitization into which the last piece of the 590 Madison Whole Loan is deposited and (ii) the third anniversary of the origination of the 590 Madison Whole Loan, the 590 Madison Loan may be defeased with certain direct, non-callable obligations of the United States of America or other obligations which are “government securities” permitted under the related loan documents.

■ The Mortgaged Property. 590 Madison is a 1,035,003 SF, Class A office tower located in Manhattan’s Plaza District submarket. 590 Madison encompasses the entire westerly block-front on Madison Avenue between East 56^th Street and East 57^th Street. The 42-story building consists of 39 floors (973,177 SF) of Class A office space, 42,194 SF of retail space and 19,632 SF of concourse/storage space. The office portion of 590 Madison is leased to a large tenant roster consisting of investment grade tenants such as International Business Machines Corporation (“IBM”), Aspen Insurance U.S. Services Inc. (“Aspen Insurance”), Morgan Stanley Smith Barney Financing LLC (“Morgan Stanley”) and UBS Financial Services Inc. (“UBS”), and the retail portion is leased to Bonhams & Butterfields Auctioneers Corporation (“Bonhams”) and Tourneau, LLC (“Tourneau”). In addition to the office and retail space, the collateral for the 590 Madison Whole Loan also includes a 78-car tenant-only parking facility, a 15,000 SF glass-enclosed atrium and the borrower’s fee simple interest in a portion of the parcel located immediately west of 590 Madison, running through the block from East 56^th Street to East 57^th Street under a portion of the NikeTown store and that the borrower leases to an unaffiliated tenant pursuant to a ground lease. As of August 26, 2015, Total Occupancy and Owned Occupancy for 590 Madison are both 77.9%.

B-34

590 Madison avenue

The following table presents certain information relating to office and retail tenants at 590 Madison:

590 Madison Major Office and Retail Tenants

Category		Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(1)	Tenant SF	Total Occ. %	% of Total SF	UW Total Rent	% of UW Total Rent	UW Total Rent per SF	Lease Expiration	Renewal/ Extension Options
Major Office Tenants (>25,000 SF)
	Crowell & Moring(2)		NR / NR / NR	100,120		9.7%	$13,837,016	14.8%	$138.20	2/29/2024	2, 5 year options
	IBM(3)		A+ / Aa3 / AA-	121,055		11.7	9,970,868	10.7	82.37	6/30/2025	2, 5 year options
	Aspen Insurance(4)		NR / Baa2 / BBB+	72,327		7.0	6,220,118	6.7	86.00	2/29/2032	2, 5 year options
	Bain Capital		NR / NR / NR	25,125		2.4	5,579,947	6.0	222.09	3/31/2019	1, 5 year option
	Delphi Capital Management(5)		NR / NR / NR	36,367		3.5	5,164,203	5.5	142.00	5/31/2027	1, 5 year option
	Pine River Capital Management(6)		NR / NR / NR	34,059		3.3	4,336,348	4.7	127.32	4/02/2022	1, 5 year option
	Corbin(7)		NR / NR / NR	25,125		2.4	4,190,571	4.5	166.79	2/28/2018	1, 5 year option
	Morgan Stanley(8)		A / A3 / A-	47,996		4.6	3,983,668	4.3	83.00	7/31/2025	(8)
	UBS		NR / NR / BBB+	32,429		3.1	3,423,013	3.7	105.55	11/30/2016	2, 5 year options
	HQ Global(9)		NR / NR / NR	25,030		2.4	2,608,742	2.8	104.22	11/30/2022	1, 5 year option
Total Major Office Tenants				519,633		50.2%	$59,314,494	63.7%	$114.15
	Remaining Occupied Office Tenants(10)			236,799		22.9	24,698,547	26.5	104.30
Total Occupied Office Tenants				756,432	77.7%	73.1%	$84,013,041	90.2%	$111.06
Retail Tenants
	Bonhams(11)		NR / NR / NR	27,692		2.7%	$4,435,033	4.8%	$160.16	1/31/2025	1, 10 year option
	Tourneau(12)		NR / NR / NR	14,501		1.4	3,310,510	3.6	228.30	1/31/2018	NA
	Obicà(13)		NR / NR / NR	1		0.0	131,724	0.1	131,723.84	7/31/2021	NA
Total Retail Tenants				42,194	100.0%	4.1%	$7,877,267	8.5%	$186.69
Occupied Storage				8,096	41.2%	0.8%	$1,292,894	1.4%	$159.70
Vacant SF				228,281		22.1%	$0	0.0%	$0.00
Total / Weighted Average				1,035,003	77.9%	100.0%	$93,183,202	100.0%	$115.51

(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2) Crowell & Moring subleases a portion of its space.

(3) IBM has the option at any time after July 1, 2022 to surrender any entire floor of its premises, except for the 3rd floor.  The option to surrender is limited to no more than 2 floors of its space and requires 12 months’ prior notice along with a surrender payment of unamortized landlord costs, which landlord costs include: (i) a tenant improvement contribution of up to $3,026,375, (ii) rent abatement provided to tenant, (iii) brokerage fees and (iv) legal fees.

(4) Aspen Insurance currently occupies 5,507 SF but is expected to vacate its current premises upon completion of the build-out of 72,327 SF on floors 6, 7 and 8 currently leased to Hogan Lovells. Aspen Insurance executed a 16-year lease on the 72,327 SF, which is anticipated to commence March 1, 2016 (48,218 SF) and April 1, 2016 (24,109 SF) with a base annual rent of $86.00 per SF. Aspen Insurance has a one-time right to terminate its lease with respect to any floor or the entire premise on February 28, 2027, subject to fees equal to the cost of landlord work, landlord’s contribution, free rent, legal fees, brokerage fees, and the equivalent of six months fully escalated rent.

(5) Delphi Capital Management has executed a lease renewal with a commencement date of December 1, 2016 and a rent commencement date of June 1, 2017. Base rent steps down to $125.00 per SF at the rent commencement date.

(6) Pine River Capital Management has a one-time right to terminate its lease on the 7th year anniversary (April 2019 for 25,125 SF on floor 38 and January 2022 for 8,934 SF on floor 36). Subject to unamortized fees of landlord work, rent concessions/brokerage fees and four months fully escalated rent and interest.

(7) Corbin subleases a portion of its space.

(8) Morgan Stanley has the option to elect for one lease renewal of 10 years or two consecutive lease renewals of 5 years each.

(9) HQ Global has a one-time right to terminate its lease on November 30, 2019, subject to a termination payment of 3 months rent and other fees.

(10) Remaining Occupied Office Tenants include National Association for Stock Car Auto Racing, Inc. (“NASCAR”) and DW Investment Management which have each executed leases but have not yet taken occupancy or begun paying rent. NASCAR (14,077 SF, $140.00 base rent per SF) is currently building out its space and is anticipated to take occupancy by March 2016 and begin paying rent in July 2016; DW Investment Management (16,031 SF, $86.00 base rent per SF) is currently building out its space and is anticipated to take occupancy in February 2016 and begin paying rent 9 months thereafter. We cannot assure you these tenants will take occupancy or begin paying rent as expected or at all.

(11) Bonhams currently leases 27,692 SF of retail space and has renewed its lease to expand to a total of 28,726 SF (additional 1,034 SF of store front). The additional 1,034 SF is not included in underwritten occupancy, as the timing for such expansion is unknown. Bonhams also occupies 8,594 SF of office space and 383 SF of storage space, and has signed a lease for an additional 4,568 SF of storage space. Bonhams is anticipated to take occupancy of the storage space and begin paying rent in December 2015. Bonhams total occupied square footage at 590 Madison is 41,237 SF.

(12) Tourneau square footage excludes 226 SF of storage space.

(13) Obicà is a restaurant kiosk tenant located at the 590 Madison Property in the glass atrium adjacent to 590 Madison. Obicà pays percentage rent in addition to the base rent shown above.

B-35

590 Madison avenue

The following table presents certain information relating to the top twenty tenants by UW Total Rent at 590 Madison. The top twenty tenants comprise 66.7% of building’s net rentable area by SF and contribute 86.9% of UW Total Rent.

Twenty Largest Tenants Based on Underwritten Total Rent

Tenant	Credit Rating(1) (Fitch/MIS/S&P)	Tenant SF	% of SF	UW Total Rent ($)	% of UW Total Rent	UW Total Rent per SF	Current Lease Start Date	Lease Expiration	Renewal / Extension Options
Crowell & Moring(2)	NR / NR / NR	100,120	9.7%	$13,837,016	14.8%	$138.20	11/1/2008	2/29/2024	2, 5 year options
IBM(3)	A+ / Aa3 / AA-	121,055	11.7	9,970,868	10.7	82.37	9/1/2014	6/30/2025	2, 5 year options
Aspen Insurance(4)	NR / Baa2 / BBB+	72,327	7.0	6,220,118	6.7	86.00	3/1/2016	2/29/2032	2, 5 year options
Bain Capital	NR / NR / NR	25,125	2.4	5,579,947	6.0	222.09	11/1/2008	3/31/2019	1, 5 year option
Bonhams(5)	NR / NR / NR	41,237	4.0	5,272,572	5.7	127.86	Various	1/31/2025	1, 10 year option
Delphi Capital Management(6)	NR / NR / NR	36,367	3.5	5,164,203	5.5	142.00	12/1/2016	5/31/2027	1, 5 year option
Pine River Capital Management(7)	NR / NR / NR	34,059	3.3	4,336,348	4.7	127.32	Various	4/2/2022	1, 5 year option
Corbin(8)	NR / NR / NR	25,125	2.4	4,190,571	4.5	166.79	8/28/2007	2/28/2018	1, 5 year option
Morgan Stanley(9)	A / A3 / A-	47,996	4.6	3,983,668	4.3	83.00	8/1/2015	7/31/2025	(9)
UBS	NR / NR / BBB+	32,429	3.1	3,423,013	3.7	105.55	12/1/2006	11/30/2016	2, 5 year options
Tourneau(10)	NR / NR / NR	14,727	1.4	3,310,510	3.6	224.79	Various	1/31/2018	NA
HQ Global(11)	NR / NR / NR	25,030	2.4	2,608,742	2.8	104.22	12/1/2012	11/30/2022	1, 5 year option
NASCAR(12)	NR / NR / NR	14,077	1.4	1,970,780	2.1	140.00	7/15/2015	6/30/2026	2, 5 year options
Cemex	BB- / NR / B+	13,331	1.3	1,885,618	2.0	141.45	10/1/2006	9/30/2021	1, 5 year option
Odyssey Partners	NR / NR / NR	14,230	1.4	1,859,622	2.0	130.68	7/18/2014	5/31/2025	2, 5 year options
Brevan Howard(13)	NR / NR / NR	19,313	1.9	1,734,695	1.9	89.82	Various	1/31/2019	1, 3 year option
SPH Services(14)	NR / NR / NR	15,660	1.5	1,722,600	1.8	110.00	7/1/2015	12/31/2025	1, 5 year option
TravelZoo(15)	NR / NR / NR	13,500	1.3	1,416,736	1.5	104.94	3/17/2014	9/17/2024	1, 5 year option
DW Investment Management(16)	NR / NR / NR	16,031	1.5	1,378,666	1.5	86.00	2/1/2016	1/31/2026	1, 5 year option
TwoHarbors	NR / NR / NR	8,744	0.8	1,120,480	1.2	128.14	6/4/2012	8/3/2017	1, 5 year option
Top Twenty Tenants		690,483	66.7%	$80,986,773	86.9%	$117.29
Remaining Tenants		116,239	11.2	12,196,428	13.1	104.93
Vacant Spaces		228,281	22.1	0	0.0	0.00
Total All Tenants		1,035,003	100.0%	$93,183,202	100.0%	$115.51

(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2) Crowell & Moring subleases a portion of its space.

(3) IBM has the option at any time after July 1, 2022 to surrender any entire floor of its premises, except for the 3rd floor.  The option to surrender is limited to no more than 2 floors of its space and requires 12 months’ prior notice along with a surrender payment of unamortized landlord costs, which landlord costs include: (i) a tenant improvement contribution of up to $3,026,375, (ii) rent abatement provided to tenant, (iii) brokerage fees and (iv) legal fees.

(4) Aspen Insurance currently occupies 5,507 SF, but is expected to vacate its current premises upon completion of the build-out of 72,327 SF on floors 6, 7, and 8 currently leased to Hogan Lovells. Aspen Insurance executed a 16-year lease on the 72,327 SF, which is anticipated to commence March 1, 2016 (48,218 SF) and April 1, 2016 (24,109 SF) with a base annual rent of $86.00 per SF. Aspen Insurance has a one-time right to terminate its lease with respect to any floor or the entire premise on February 28, 2027, subject to fees equal to the cost of landlord work, landlord’s contribution, free rent, legal fees, brokerage fees, and the equivalent of six months fully escalated rent.

(5) Bonhams currently leases 27,692 SF of retail space and has renewed its lease to expand to a total of 28,726 SF (additional 1,034 SF of store front). The additional 1,034 SF is not included in underwritten occupancy as the timing for such expansion is unknown. Bonhams also occupies 8,594 SF of office space and 383 SF of storage space, and has signed a lease for additional 4,568 SF of storage space. Bonhams is anticipated to take occupancy of the storage space and begin paying rent in December 2015. Bonhams total occupied square footage at 590 Madison is 41,237 SF.

(6) Delphi Capital Management has executed a lease renewal with a commencement date of December 1, 2016 and a rent commencement date of June 1, 2017. Base rent steps down to $125.00 per SF at the rent commencement date.

(7) Pine River Capital Management has a one-time right to terminate its lease on the 7th year anniversary (April 2019 for 25,125 SF on floor 38 and January 2022 for 8,934 SF on floor 36). Subject to unamortized fees of unamortized landlord work, rent concessions/brokerage fees and four months fully escalated rent and interest.

(8) Corbin subleases a portion of its space.

(9) Morgan Stanley has the option to either renew its lease for a 10 year period or two subsequent 5 year options.

(10) Tourneau UW Total Rent per SF includes 226 SF of storage space.

(11) HQ Global has a one-time right to terminate its lease on November 30, 2019, subject to a termination payment of 3 months rent and other fees.

(12) NASCAR is currently building out its space and is anticipated to take occupancy in March 2016 and begin paying rent in July 2016. We cannot assure you NASCAR will take occupancy or begin paying rent as expected or at all.

(13) Brevan Howard subleases a portion of its space.

(14) SPH Services has a one-time right to terminate its lease on the 7th year anniversary of the renewal commencement date (January 2023) subject to fees of $814,026 and six months of fully escalated rent.

(15) TravelZoo has a one-time right to terminate its lease on the 7th year anniversary of the rent commencement date (September 2021) subject to fees of $858,965 for free rent/landlord work, interest and 6 months fully escalated fixed rent.

(16) DW Investment Management is currently building out its space and is anticipated to take occupancy in February 2016 and begin paying rent 9 months thereafter. We cannot assure you they will take occupancy or begin paying rent as expected or at all. DW Investment Management has a one-time right to terminate its lease on the 5th anniversary of its rent commencement date with 12 months’ notice and a fee of $2,000,000.

B-36

590 Madison avenue

The following table presents certain information relating to certain tenants at 590 Madison:

Tenant Name		Description
Crowell & Moring	–	Crowell & Moring was founded in 1979 by 53 lawyers who left a large national firm to create their own law firm. Since its foundation, the firm has grown to 500 lawyers throughout Washington D.C., New York, San Francisco, Los Angeles, Orange County, Anchorage, Cheyenne, London, Brussels and affiliate offices in Cairo and Riyadh.
	–	Crowell & Moring is known for its work in antitrust, litigation, and government contracts.
IBM	–	IBM was incorporated in June 1911 and is a publicly traded company that provides computer solutions through the use of advanced information technology, including technologies, systems, products, services, software and financing. IBM operates in more than 150 countries across the globe and derives a majority of its revenue internationally.
	–	IBM owned and occupied the entire building before downsizing its space after the building was acquired by STRS Ohio in 1994; 590 Madison serves as home to IBM’s New York City headquarters. While IBM is headquartered in Armonk, NY, 590 Madison serves as an essential urban corporate location and is the main office for a large portion of its consulting practice. IBM recently renewed its lease for its occupied suites throughout the lower portion of the building.
Aspen Insurance	–	Aspen Insurance Holdings Limited has almost 1,000 employees throughout eight countries. At year-end 2014, the firm’s assets were recorded at $10.7 billion. Founded in 2002, Aspen Insurance has been listed on the New York Stock Exchange since 2003 (NYSE: AHL).
	–	Aspen Insurance will be expanding at 590 Madison, taking over three floors (72,327 SF) from Hogan Lovells in the first half of 2016.
Bain Capital	–	Bain Capital is a global alternative investment firm based in Boston, Massachusetts. It specializes in private equity, venture capital, credit products and absolute return investments. Bain Capital invests across a range of industry sectors and geographic regions. As of June 2014, the firm managed more than $75 billion of investor capital across its various investment platforms.
	–	Bain Capital leases the entire top floor (42nd) at 590 Madison.
Bonhams	–	Bonhams is a privately owned British auction house and one of the world’s oldest and largest auctioneers of fine art and antiques. It was formed by the merger in November 2001 of Bonhams & Brooks and Phillips Son & Neale.
	–	Bonhams leases the Madison Avenue ground floor retail suite at 590 Madison and utilizes it as a showroom space. Bonhams also leases a small office portion. Bonhams recently renewed its lease at 590 Madison and intends to implement a 1,034 SF storefront expansion.
Pine River Capital Management	–	Pine River Capital Management LP (“Pine River”) was founded in 2002 by Brian Taylor with colleagues Jeff Stolt, Aaron Yeary and Nikhil Mankodi. The firm manages solutions for qualified investors spanning hedge funds, separate accounts and listed investment vehicles. Pine River has offices in New York, London, Beijing, Hong Kong, Shenzhen, San Francisco, Austin and Luxembourg.
	–	590 Madison serves as the firm’s New York City headquarters and Pine River occupies the entire 38th floor at 590 Madison (with additional space on the 36th). TwoHarbors, a subsidiary of Pine River, also occupies space at 590 Madison.
Morgan Stanley	–	Morgan Stanley (NYSE: MS), founded in 1935, is a global financial services company that provides its products and services to a range of clients and customers, including corporations, governments, financial institutions and individuals.
	–	A portion of the firm’s Global Wealth Management Group, formally Morgan Stanley Smith Barney Financing LLC, operates out of 590 Madison Avenue and recently renewed its lease for its occupied space.
Tourneau	–	Tourneau is a luxury watch retailer established in 1900 and based in the United States. Tourneau is America’s largest retailer for luxury watches, with 30 stores throughout the country. The company specializes in men’s, women’s and second-hand watches.
	–	Tourneau occupies the East 57th Street ground floor retail space at 590 Madison and has built out the space with a customized exterior indicative of the company’s focus on luxury watches.

B-37

590 Madison avenue

The following table presents certain information relating to the lease rollover schedule based on initial lease expirations at 590 Madison as of August 26, 2015:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned SF	% of Owned SF	Cumulative % of Owned SF	UW Total Rent	UW Total Rent $ per SF	% of UW Total Rent	Cumulative % of UW Total Rent
MTM	0	0.0%	0.0%	$0	$0.00	0.0%	0.0%
2015	0	0.0	0.0%	0	0.00	0.0	0.0%
2016	35,655	3.4	3.4%	3,809,893	106.85	4.1	4.1%
2017	39,094	3.8	7.2%	4,239,522	108.44	4.5	8.6%
2018	55,136	5.3	12.5%	8,942,587	162.19	9.6	18.2%
2019	57,241	5.5	18.1%	8,551,275	149.39	9.2	27.4%
2020	13,825	1.3	19.4%	1,217,263	88.05	1.3	28.7%
2021	25,214	2.4	21.9%	3,160,781	125.36	3.4	32.1%
2022	72,685	7.0	28.9%	8,064,988	110.96	8.7	40.8%
2023	0	0.0	28.9%	0	0.00	0.0	40.8%
2024	113,620	11.0	39.9%	15,253,753	134.25	16.4	57.1%
2025	255,449	24.7	64.5%	24,078,721	94.26	25.8	83.0%
2026 & Thereafter	138,803	13.4	77.9%	15,864,420	114.29	17.0	100.0%
Vacant	228,281	22.1	100.0%	0	0.00	0.0	100.0%
Total/Wtd. Avg.	1,035,003	100.0%		$93,183,202	$115.51	100.0%

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at 590 Madison:

Historical Leased %⁽¹⁾

2001	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014
98.9%	98.0%	98.9%	83.9%	98.1%	97.6%	100.0%	100.0%	95.1%	87.8%	90.9%	89.9%	85.9%	84.5%

(1) As provided by the borrower.

The following table presents certain information relating to historical base rent at 590 Madison:

Historical Average Base Rent per SF⁽¹⁾

2012	2013	2014
$92.36	$94.86	$96.55

(1) As provided by the borrower and represents total base rental income for occupied SF (including storage SF) divided by average occupied SF for the indicated year (net of building management SF).

B-38

590 Madison avenue

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to historical operating performance and the Underwritten In-Place Net Cash Flow and Underwritten Stabilized Net Cash Flow at the 590 Madison Property:

Cash Flow Analysis

	2012(1)		2013(1)		2014(1)		TTM 7/31/2015(1)		Underwritten In-Place(2)						Underwritten Stabilized(3)(4)
Revenue and Expense Category	$		$		$		$		$		%		$ per SF		$		%		$ per SF
Base Rental Revenue	$83,614,206		$83,478,784		$83,615,869		$87,105,510		$87,084,435		68.2	%	$84.14		$87,084,435		67.6	%	$84.14
Contractual Rent Steps	0		0		0		0		1,166,965		0.9		1.13		1,166,965		0.9		1.13
Overage / Percentage Rent	161,993		102,582		115,507		118,118		113,113		0.1		0.11		113,113		0.1		0.11
Ground Lease Revenue	1,464,969		1,508,918		1,554,185		1,581,342		2,687,152		2.1		2.60		2,687,152		2.1		2.60
Total Reimbursement Revenue	9,792,907		10,702,013		11,244,651		9,792,517		6,098,766		4.8		5.89		6,098,766		4.7		5.89
Market Revenue from Vacant Units	0		0		0		0		26,896,180		21.1		25.99		26,896,180		20.9		25.99
Parking Revenue	351,660		363,649		345,924		371,199		371,199		0.3		0.36		371,199		0.3		0.36
Other Revenue	3,563,622		4,002,034		3,791,762		3,408,390		3,258,892		2.6		3.15		4,360,381		3.4		4.21
Gross Revenue	$98,949,357		$100,157,980		$100,667,898		$102,377,076		$127,676,703		100.0	%	$123.36		$128,778,192		100.0	%	$124.42
Vacancy Loss	(1,928,309	)	(1,082,392	)	(6,675,919	)	(12,118,704	)	(26,896,180	)	(21.1	)	(25.99	)	(6,003,969	)	(4.7	)	(5.80	)
Credit Loss	0		0		0		0		0		0.0		0.00		0		0.0		0.00
Effective Gross Revenue	$97,021,048		$99,075,588		$93,991,978		$90,258,372		$100,780,523		100.0	%	$97.37		$122,774,223		100.0	%	$118.62
Real Estate Taxes	22,548,468		24,787,448		26,222,466		29,045,587		29,217,043		29.0		28.23		29,217,043		23.8		28.23
Insurance	528,209		521,862		534,073		412,106		560,751		0.6		0.54		560,751		0.5		0.54
Utilities	5,003,469		5,527,595		5,639,370		5,033,655		5,033,655		5.0		4.86		6,135,144		5.0		5.93
Repairs & Maintenance	2,969,470		2,599,967		2,748,765		2,883,321		2,883,321		2.9		2.79		2,883,321		2.3		2.79
Janitorial	3,362,837		3,385,253		3,409,251		3,465,687		3,465,687		3.4		3.35		3,465,687		2.8		3.35
Management Fee	750,000		750,000		750,000		750,000		1,000,000		1.0		0.97		1,000,000		0.8		0.97
Payroll (Office, Security)	3,912,504		3,939,879		4,088,071		4,266,720		4,266,720		4.2		4.12		4,266,720		3.5		4.12
Advertising	24,594		126,570		21,779		18,222		18,222		0.0		0.02		18,222		0.0		0.02
Professional Fees	144,520		147,089		160,379		172,451		172,451		0.2		0.17		172,451		0.1		0.17
Other Expenses	207,660		209,976		213,599		193,786		193,786		0.2		0.19		193,786		0.2		0.19
Total Operating Expenses	$39,451,731		$41,995,639		$43,787,753		$46,241,535		$46,811,636		46.4	%	$45.23		$47,913,125		39.0	%	$46.29
Net Operating Income	$57,569,317		$57,079,949		$50,204,226		$44,016,837		$53,968,887		53.6	%	$52.14		$74,861,098		61.0	%	$72.33
Tenant Improvements	0		0		0		0		0		0.0		0.00		983,253		0.8		0.95
Leasing Commissions	0		0		0		0		0		0.0		0.00		983,253		0.8		0.95
Replacement Reserves	0		0		0		0		248,401		0.2		0.24		248,401		0.2		0.24
Net Cash Flow	$57,569,317		$57,079,949		$50,204,226		$44,016,837		$53,720,486		53.3	%	$51.90		$72,646,191		59.2	%	$70.19

(1) The historical cash flows have been adjusted to remove lease termination income, tenant allowance reimbursements, tenant late charges and other non-recurring items. Additionally, in historical periods, Vacancy Loss represents income loss from office rent abatements.

(2) Underwritten In-Place Base Rental Revenue includes (a) annualized base rent for executed leases as of August 26, 2015, (b) annualized contractual base rent steps through December 31, 2016 totaling $1,509,314, and (c) revenue from four tenants that are signed but not open (Aspen Insurance, NASCAR, DW Investment Management and Bonhams). Underwritten In-Place Contractual Rent Steps reflects the net present value of future contractual rent steps for two investment grade tenants, IBM and Aspen Insurance, through the end of their lease terms (excluding any rent steps already captured in Underwritten In-Place Base Rental Revenue), using a discount rate of 7.0%.

(3) Underwritten Stabilized Cash Flow analysis grosses up the vacant space at the appraisal’s concluded market rents (included in the “Market Revenue from Vacant Units” line item). The target economic occupancy in this scenario is 95.0% (reflected in the Vacancy Loss line item). This adjustment results in approximately $20,892,211 of incremental revenue. Additional Underwritten Stabilized Cash Flow assumptions are as follows: Underwritten Stabilized Other Revenue includes an additional $1,101,489 in tenant sub-metered electric income calculated through proportional increase in utilities expense; Underwritten Stabilized Utilities reflects the July 31, 2015 TTM expense with an additional proportional increase in utilities expense for increased occupancy, which totals $1,101,489; Underwritten Stabilized Tenant Improvements reflects $1.00 per SF of normalized tenant improvements, adjusted for vacancy of 5%; and Underwritten Stabilized Leasing Commissions reflects $1.00 per SF of normalized leasing commissions, adjusted for vacancy of 5%.

(4) For the 590 Madison Loan the DSCR Based on Underwritten Stabilized NOI / NCF are 5.24x / 5.08x and the Debt Yield Based on Underwritten Stabilized NOI / NCF are 20.3% / 19.7%. For the 590 Madison Whole Loan the DSCR Based on Underwritten Stabilized NOI / NCF are 2.98x / 2.89x and the Debt Yield Based on Underwritten Stabilized NOI / NCF are 11.5% / 11.2%.

B-39

590 Madison avenue

■ Ground Leased Parcel. The collateral for the 590 Madison Whole Loan includes the borrower’s fee simple interest in land adjacent to 590 Madison that is currently ground leased to The Trump Organization (the “Ground Lessee”). The demised premises under the ground lease includes the building at 8-10 East 57^th Street (the “North Space”) and portions of the building at 9-11 East 56^th Street (the “South Space”). The Ground Lessee subsequently sub-leased the premises to Nike Retail Services, Inc. (“Nike”), whose store is located in the North Space, the upper floors of the South Space, and a building adjacent to the North Space (4-6 East 57^th Street). Portions of the South Space were retained by the borrower under the ground lease (i.e., were not leased to the Ground Lessee), including most of the cellar level and the truck dock on the street level.

The term of the ground lease extends until January 31^st, 2094. The rent payable to the borrower under the ground lease in 2015 is approximately $1.6 million. Ground rent under the ground lease increases annually by 3% other than in 2020, when it increases by 16%. The borrower receives tax reimbursement income for 100% of the taxes associated with the portion of the ground leased land referred to as the North Space and 78% of the taxes associated with the portion of the ground leased land referred to as the South Space. 

 

B-40

590 Madison avenue

■ Appraisal. According to the appraisal, the 590 Madison Property had an “as-is” appraised value of $1,500,000,000 as of August 17, 2015, which assumes the renewal of Bonhams’ lease, which has since occurred, as well as the pending future expansion of retail space on the grade and mezzanine levels.

■ Environmental Matters. According to a Phase I environmental report, dated August 27, 2015, there are no recognized environmental conditions or recommendations for further action at the 590 Madison Property.

■ Market Overview and Competition. The 590 Madison Property is located in the Plaza District of Midtown Manhattan, generally defined as being the area from East 54^th Street to the south, East 61^st Street to the north, Park Avenue to the east and Sixth Avenue to the west. This area is improved with commercial office buildings and ancillary uses such as hotels, cultural institutions and residential development. The 590 Madison Property is surrounded by some of New York’s well-known landmarks, restaurants, hotels, retail shops and tourist attractions, made accessible by the presence of major transportation hubs. Historically, the Plaza District has evidenced the highest rents in Midtown due to the demand generated by its premier location and quality space. The Plaza District is home to a diverse array of office tenants, including banking, legal services, advertising, and communications companies. Buildings commonly see average office rents of $100 per SF or more in this area, while the surrounding retail properties have average rents in excess of $1,000 per SF for some spaces according to the appraisal.

B-41

590 Madison avenue

The appraisal identified the following office leases as comparable to the office space at 590 Madison: 

Property	Date	Tenant	SF	Floor	Term	Actual Base Rent	Free Rent	TI per SF	Effective Rent per SF
65 East 55th Street	Jul-15	Avista Capital (Renewal)	16,101	18th floor	5.0	$125.00	4.0 mos.	$10.00	$114.67
9 West 57th Street
	Jul-15	Qatar Investment Authority	6,000	34th floor	5.0	$192.00	5.0 mos.	$0.00	$176.37
	Feb-15	Veritas Capital	15,385	29th floor	5.0	$184.00	4.0 mos.	$70.00	$176.37
280 Park Avenue
	Jul-15	Harvest Partners (Renewal)	38,885	25th and 26th floors	12.8	$113.00	11.0 mos.	$0.00	$104.91
	Jul-15	PJT Capital (Expansion)	42,849	17th floor	11.0	$117.00	12.0 mos.	$0.00	$106.36
	May-15	Govt of Singapore Investment Corp	41,830	9th floor	5.9	$90.00	11.0 mos.	$0.00	$90.79
	Sep-14	Blue Mountain Capital (Expansion)	28,000	14th floor	5.0	$120.00	10.0 mos.	$65.00	$108.50
	Sep-14	Thayer Street Partners	7,560	3rd floor	2.0	$85.00	6.0 mos.	$0.00	$81.07
375 Park Avenue
	May-15	Perez Llorca	1,927	38th floor	5.3	$170.00	3.0 mos.	$0.00	$169.27
	May-15	Centerbridge Capital (Expansion)	45,092	11th-13th floors	5.7	$145.00	8.0 mos.	$60.00	$135.00
717 Fifth Avenue
	Apr-15	Berchwood Partners (Renewal)	4,177	14th floor	3.0	$95.00	4.0 mos.	$5.00	$82.78
	Oct-14	Federal Insurance	8,451	14th floor	5.3	$90.00	3.0 mos.	$80.00	$70.48
660 Madison Avenue
	Apr-15	Corcoran Group, Inc.	48,437	11th, 12th, 18th floors	5.0	$109.00	0.0 mos.	$0.00	$109.00
	Jun-14	Ironbark Investments, LLC	3,214	16th floor	6.2	$118.00	6.0 mos.	$85.00	$94.66
10 E 53rd Street
	Mar-15	Apex Partners (Renewal)	31,000	53rd floor	5.3	$120.00	4.0 mos.	$30.00	$118.06
	Feb-15	Blackstone Group (Expansion)	29,989	17th floor	5.0	$85.00	10.0 mos.	$65.00	$73.42
	Jan-15	OEP Capital Advisors	17,850	26th and 27th floors	6.0	$95.00	12.0 mos.	$75.00	$83.18
535 Madison Avenue	Feb-15	Banco do Brasil, S.A.	12,275	33rd floor	5.0	$122.00	11.0 mos.	$75.00	$117.36
500 Park Avenue	Feb-15	Friedland Properties	14,772	11th floor	6.9	$112.00	11.0 mos.	$67.50	$103.94
510 Madison Avenue
	Feb-15	Jay Goldman & Co. (Expansion)	4,597	24th floor	6.5	$125.00	3.0 mos.	$30.00	$115.58
	Jan-15	OEP Capital Advisors	11,500	19th floor	5.0	$116.00	5.0 mos.	$95.00	$107.14
767 Fifth Avenue	Jan-15	Glenview Capital Management (Renew)	41,000	44th floor	5.8	$185.00	10.0 mos.	$75.00	$169.84
499 Park Avenue	Nov-14	Lippincott (Expansion/Renew)	31,727	18th-20th floors	5.0	$113.00	7.0 mos.	$55.00	$108.92

Source: Appraiser rent comparables report.

B-42

590 Madison avenue

The appraisal considered eight comparable building sales to be direct comparables to 590 Madison in terms of building classification, rentable office area, and current occupancy:

Office Sales Comparables⁽¹⁾

	Property Address	Sale Date	Year Built / Renovated	Office Area (NRA)	Sale Price	Price/SF	Occupancy(2)	NOI/SF(3)
	590 Madison Avenue		1981/2014	973,177			77.9%	$55.46
1	229 West 43rd Street	Aug-15	1912/2014	479,000	$516,000,000	$1,077	90.3%	$46.32
2	230 Park Avenue	May-15	1929/2005	1,406,650	$1,200,000,000	$853	90.0%	$35.44
3	717 Fifth Avenue	May-15	1958/NAP	352,941	$415,000,000	$1176	92.2%	$49.44
4	11 Times Square	Feb-15	2007/NAP	1,110,602	$1,400,000,000	$1,261	84.0%	$37.82
5	1095 Ave of Americas	Jan-15	1970/2007	1,179,522	$2,200,000,000	$1,865	95.0%	$84.50
6	65 East 55th Street	Jul-14	1986/NAP	619,631	$750,000,000	$1,210	96.0%	$49.63
7	601 Lexington Avenue	Oct-14	1977/2007	1,643,942	$2,470,700,000	$1,503	99.5%	$56.26
8	450 Park Avenue	May-14	1972/NAP	334,722	$575,000,000	$1,718	93.0%	$55.94
	Weighted Average(4)					$1,337	92.9%	$52.35

(1) Source: Appraisal.

(2) 590 Madison’s occupancy of 77.9% is inclusive of the office, retail and storage space, totaling 1,035,003 SF. Office occupancy is 77.7%. Retail occupancy is 100%.

(3) Represents Underwritten NOI/SF for 590 Madison, other NOI/SF values based on the appraisal.

(4) Excludes the 590 Madison Property.

■ The Borrower. The borrower is 590 Madison Avenue, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 590 Madison Whole Loan. The borrower is 100% indirectly owned and controlled by The Board of the State Teachers Retirement System of Ohio (“STRS Ohio”). Other than the borrower, no person or entity guarantees the non-recourse carveouts with respect to the 590 Madison Whole Loan.

STRS Ohio employs approximately 575 associates and is responsible for more than 482,000 active, inactive, and retired Ohio educators. As of August 31, 2015, the STRS Ohio real estate portfolio was valued at $7.7 billion, which represents 10.8% of the total investment portfolio of $71.3 billion. STRS Ohio’s real estate investments are located across the country in states including Ohio, Virginia, New York, Maryland, Illinois, Georgia, Washington, and California. STRS Ohio owns a variety of apartment, retail, office, and industrial properties.

■ Escrows. On the origination date, the borrower funded (i) a tenant improvements and leasing commissions reserve of $19,000,000 to be used to fund future tenant allowances and leasing commissions in connection with leasing the vacant space at 590 Madison and (ii) an unfunded obligation reserve of $32,111,456 consisting of tenant improvements of $19,708,983, leasing commissions of $3,397,470 and free rent of $9,005,002. Such reserve amounts are not required to be replenished and are expected to be disbursed upon request of the borrower and satisfaction of certain requirements under the related loan documents.

On each due date during the continuance of a 590 Madison Trigger Period, the 590 Madison Loan documents require (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period, (ii) a tenant improvement and leasing commission reserve equal to $215,625 if the tenant improvement and leasing commission reserve amount is less than $2,000,000 and (iii) a capital expenditure reserve equal to $21,563 if the capital expenditure reserve amount is less than $200,000.

A “590 Madison Trigger Period” means any period (i) commencing upon the debt service coverage ratio (as calculated under the related loan documents) for the trailing 12-month period (as of the last day of any fiscal quarter) falling below 1.25x until the debt service coverage ratio is greater than or equal to 1.25x for two consecutive fiscal quarters or (ii) commencing upon the borrower’s failure to deliver monthly, quarterly or annual financial reports and ending when such reports are delivered and they indicate that no other 590 Madison Trigger Period is ongoing.

B-43

590 Madison avenue

■ Lockbox and Cash Management. The 590 Madison Loan is structured with a hard lockbox and springing cash management. The related loan documents require the borrower to direct tenants to pay rent directly to a lender-controlled lockbox account and require that all credit card receivables to be remitted directly into the lockbox account and all cash revenues relating to the 590 Madison Property and all other money received by the borrower or the property manager with respect to the 590 Madison Property (other than tenant security deposits) be deposited into such lockbox account or the cash management account by the end of the first business day following receipt. For so long as no 590 Madison Trigger Period or event of default under the 590 Madison Loan is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account on a daily basis. During the continuance of a 590 Madison Trigger Period or event of default (if the lender so elects, only with respect to the continuance of an event of default) under the 590 Madison Loan, all funds in the lockbox account are required to be swept into a lender-controlled cash management account on a daily basis. On each due date during the continuance of a 590 Madison Trigger Period or, at the lender’s discretion, during an event of default under the 590 Madison Loan, the related loan documents require that all amounts on deposit in the cash management account be used to pay debt service, required reserves and operating expenses, and that all remaining amounts be reserved in an excess cash flow reserve account.

■ Property Management. The 590 Madison Property is currently managed by Edward J. Minskoff Equities, Inc. Under the 590 Madison Loan documents, the 590 Madison Property is required to remain managed by any management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender (i) during the continuance of an event of default under the 590 Madison Loan, (ii) upon the occurrence of a material default by the property manager or (iii) if the property manager files for or is the subject of a petition in bankruptcy.

■ Mezzanine or Secured Subordinate Indebtedness. The 590 Madison Loan documents permit future mezzanine financing, subject to satisfaction of certain conditions set forth in the 590 Madison Loan documents, including among others: (i) no event of default under the 590 Madison Loan is ongoing; (ii) execution of an intercreditor agreement in form and substance reasonably acceptable to the lender and any Rating Agency; (iii) the mezzanine loan together with the 590 Madison Loan has a combined loan-to-value ratio (as calculated under the 590 Madison Loan documents) of no greater than 41.17%; (iv) the debt service coverage ratio (as calculated under the 590 Madison Loan documents and taking into account the mezzanine loan and the 590 Madison Loan) is at least 2.14x; (v) the mezzanine loan is subordinate to the 590 Madison Loan; (vi) such future mezzanine debt is required to be either coterminous with the 590 Madison Loan or freely pre-payable without premium or penalty after any applicable lockout or spread maintenance period (or the equivalent) that expires prior to the maturity date; (vii) such debt will be current-pay only, with no accrual, “pay-in-kind” or similar features; (viii) if the permitted mezzanine debt bears a floating rate of interest, such debt is required to acquire and maintain an interest rate cap agreement from any counterparty that has and maintains (a) either (i) a long-term unsecured debt rating or counterparty rating of A- or higher from S&P; or (ii) a short-term unsecured debt rating of A-1 or higher from S&P, and (b) a long-term unsecured debt rating of A3 or higher from Moody’s, in a notional amount that is not less than the outstanding principal balance of the permitted mezzanine debt and (ix) receipt of a Rating Agency Confirmation.

B-44

590 Madison avenue

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or a similar or subsequent statute) in an amount equal to the full replacement cost of the 590 Madison Property (plus 18 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering the 12 months following restoration). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower will be required to carry terrorism insurance throughout the term of the 590 Madison Loan as described in the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the related loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $500,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the 590 Madison Property are separately allocated to the 590 Madison Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-45

South plains mall

B-46

South plains mall

B-47

South plains mall

B-48

South plains mall

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Lubbock, Texas	Cut-off Date Principal Balance(5)		$70,000,000
Property Type	Retail	Cut-off Date Principal Balance per SF(3)		$203.35
Size (SF)(1)	983,517	Percentage of Initial Pool Balance		8.5%
Total Occupancy as of 9/30/2015(1)(2)	97.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 9/30/2015(2)	96.6%	Type of Security		Fee Simple
Year Built / Latest Renovation	1972 / 2015	Mortgage Rate		4.2205%
Appraised Value	$368,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$26,228,590
Underwritten Expenses	$7,820,045	Escrows(6)
Underwritten Net Operating Income (NOI)	$18,408,546		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$17,437,338	Taxes	$0	$0
Cut-off Date LTV Ratio(3)	54.3%	Insurance	$0	$0
Maturity Date LTV Ratio(3)(4)	50.1%	Replacement Reserve	$517,000	$0
DSCR Based on Underwritten NOI / NCF(3)	2.15x / 2.04x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF(3)	9.2% / 8.7%	Other	$0	$0

Sources and Uses
Sources	$	%	Uses	$	%
Whole Loan Amount	$200,000,000	100.0%	Principal Equity Distribution(7)	$197,987,407	99.0%
			Closing Costs	1,495,593	0.7
			Reserves	517,000	0.3
Total Sources	$200,000,000	100.0%	Total Uses	$200,000,000	100.0%

(1) Size (SF) does not include 143,700 SF for Sears which is not part of the collateral (SF inclusive of Sears is 1,127,217 SF). Home Depot (not part of the collateral) is also excluded from Size (SF) and Total Occupancy as it is a free-standing box with limited available information. Home Depot pays the borrower for common area maintenance, and the borrower does not own the related fee simple or leasehold interest.

(2) Total Occupancy and Owned Occupancy include 1,284 SF for Spring Mobile, AT&T Authorized Retailer, which has executed a lease, but has not yet opened for business or begun paying rent. We cannot assure you that this tenant will take occupancy or begin paying rent as anticipated or at all. Total Occupancy and Owned Occupancy excluding this tenant are 96.9% and 96.4%, respectively.

(3) Calculated based on the aggregate outstanding principal balance of the South Plains Mall Whole Loan.

(4) The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $399,000,000. The Maturity Date LTV Ratio calculated based on the “as-is” appraised value is 54.3%. See “—Appraisal” below.

(5) The Cut-off Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $200,000,000 whole loan evidenced by three pari passu notes. The non-controlling companion loans, evidenced by note A-2 and note A-3 with an aggregate outstanding principal balance as of the Cut-off Date of $130,000,000, are expected to be contributed to one or more future securitization transactions.

(6) See “—Escrows” below.

(7) At origination, the South Plains Mall Property was unencumbered, and the proceeds from the South Plains Mall Whole Loan were used to recapitalize the borrower sponsor. The borrower repaid senior debt related to the South Plains Mall Property of approximately $77.7 million in November 2014 and mezzanine debt of $27.3 million related to the South Plains Mall Property in February 2014.

■ The Mortgage Loan. The mortgage loan (the “South Plains Mall Loan”) is part of a whole loan structure (the “South Plains Mall Whole Loan”) comprised of three pari passu notes that are secured by a first mortgage encumbering the borrower’s fee simple interest in a retail property located in Lubbock, Texas (the “South Plains Mall Property”). The South Plains Mall Loan (evidenced by note A-1), which represents a controlling interest in the South Plains Mall Whole Loan, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and represents approximately 8.5% of the Initial Pool Balance. The related companion loans (the “South Plains Mall Companion Loans”) have an aggregate outstanding principal balance as of the Cut-off Date of $130,000,000 and are evidenced by note A-2 and note A-3, which represent a non-controlling interest in the South Plains Mall Whole Loan and are currently held by Goldman Sachs Mortgage Company and are expectedto be contributed to one or more future securitization transactions. The South Plains Mall Whole Loan was originated by Goldman Sachs Mortgage Company on October 23, 2015. The South Plains Mall Whole Loan has an original principal balance of $200,000,000 and each note has an interest rate of 4.2205% per annum. The borrower utilized the proceeds of the South Plains Mall Whole Loan to recapitalize the borrower sponsor, fund reserves and pay loan origination costs.

The South Plains Mall Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The South Plains Mall Loan requires interest only payments during its term. The scheduled maturity date of the South Plains Mall Loan is the due date in November 2025. The South Plains Mall Loan may be voluntarily prepaid on or after the due date in December 2017 with the payment of a prepayment fee equal to the greater of (i) a yield maintenance premium calculated based on the present values of the remaining scheduled principal and interest payments and (ii) 1% of the principal amount being prepaid. Voluntary prepayment of the South Plains Mall Loan is permitted on and after August 6, 2025 without payment of any yield maintenance or prepayment premium.

B-49

South plains mall

■ The Mortgaged Property. The South Plains Mall Property is a 983,517 SF of an approximately 1.1 million SF super regional mall located in Lubbock, Texas. The South Plains Mall Property is located along the Loop 289 Freeway, approximately six miles southwest of the Lubbock Central Business District and five miles south of Texas Tech University which has approximately 35,000 enrolled students as of the Fall 2014 academic semester. The South Plains Mall Property was constructed in 1972 and is currently undergoing a $24 million renovation program that is anticipatedto be completed by mid-2016 and is expected to include new mall entrances, common area upgrades, new mall signage, skylights, kiosks and public restroom additions/renovations. The South Plains Mall Property is anchored by Dillard’s Women, Dillard’s Men’s & Children, JCPenney, Barnes & Noble, Premiere Cinemas, Bealls, Sears (not included in the collateral) and a free-standing Home Depot (not included in the collateral). Collateral for the South Plains Mall Loan includes three ground leased tenants (Bealls (GL), Olive Garden and Raising Cane’s Chicken Fingers), for which the borrower owns the land and the tenants own their boxes. Per the borrower, the South Plains Mall Property generates sales of approximately $472 per SF for tenants occupying less than 10,000 SF for a period of at least 12 months and an occupancy cost of 14.4% as of September 30, 2015. As of September 30, 2015, the Total Occupancy (excluding Home Depot) was 97.0% and Owned Occupancy (excluding Home Depot and Sears) was 96.6%.

The following table presents certain information relating to the anchor and junior anchor tenants (of which, certain tenants may have co-tenancy provisions) at the South Plains Mall Property:

Tenant Name	Credit Rating  (Fitch/MIS/S&P)(1)	Tenant GLA	% of Total GLA	Mortgage Loan Collateral Interest	Total  Rent	Total Rent $ per SF	Lease Expiration	Tenant Sales $ per SF/Screen(2)(3)	Occupancy Cost	Renewal / Extension Options
Anchors
Premiere Cinemas(4)	NR / NR / NR	61,796	5.5%	Yes	$1,270,651	$20.56	4/30/2032	$362,654	20.0%	NA
Dillard’s Women	BBB- / Baa3 / BBB-	162,755	14.4	Yes	$1,131,623	$6.95	1/31/2017	$227.47	2.5%	3, 5-year options
JCPenney(5)	B- / NR / CCC+	218,518	19.4	Yes	$996,846	$4.56	7/31/2017	$100.66	3.7%	2, 5-year options
Barnes & Noble	NR / NR / NR	33,411	3.0	Yes	$692,074	$20.71	1/31/2020	$200.26	9.4%	2, 5-year options
Dillard’s Men’s & Children	BBB- / Baa3 / BBB-	93,949	8.3	Yes	$648,733	$6.91	1/31/2017	$183.02	3.3%	3, 5-year options
Bealls (GL)(6)	NR / NR / NR	40,000	3.5	Yes	$347,997	$8.70	1/31/2022	$100.27	7.8%	NA
Sears	C / Caa3 / CCC+	143,700	12.7	No	$171,188	$1.19	6/30/2046	$103.69	0.1%	NA
Home Depot(7)	A / A2 / A	NA	NA	No	$11,200	NA	12/31/2040	NA	NA	NA
Total Anchors		754,129	66.9%
Jr. Anchors
Forever 21	NR / NR / NR	15,419	1.4%	Yes	$773,779	$50.18	2/28/2018	$221.72	20.6%	NA
A'GACI	NR / NR / NR	14,427	1.3	Yes	$594,513	$41.21	1/31/2024	$143.75	27.1%	NA
Boot Barn	NR / NR / NR	19,071	1.7	Yes	$352,840	$18.50	7/31/2024	$104.89	16.3%	2, 5-year options
Shoe Dept. Encore	NR / NR / NR	16,616	1.5	Yes	$224,876	$13.53	3/31/2023	$138.83	8.6%	NA
Party City	NR / NR / NR	10,500	0.9	Yes	$224,166	$21.35	10/31/2017	$293.88	6.5%	NA
Total Jr. Anchors		76,033	6.7%
In-Line(8)		251,378	22.3%	Yes	$15,127,495	$60.18
Food Court		10,605	0.9%	Yes	$1,111,389	$104.80
Kiosks		1,306	0.1%	Yes	$697,194	$533.84
Storage		NA	NA	Yes	$18,737	NA
Vacant		33,766	3.0%	NA	$0	$0.00
Total Owned SF		983,517	87.3%
Total SF		1,127,217	100.0%

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Sales information presented with respect to the South Plains Mall Property is based upon information provided by the borrower and in certain instances, sales figures represent estimates as tenants are not required to report, or otherwise may not have timely reported sales. Because sales information is self-reported, such information is not independently verified by the borrower.

(3) Sales for Premiere Cinemas are on per screen basis; the theater has 16 screens. Sales for Sears are an estimate based upon information provided to the borrower by the tenant. Sales figures presented are on a trailing-12 month basis as of August 31, 2015.

(4) Premiere Cinemas lease permits the tenant to request rent reduction if the occupancy cost exceeds 20.0%. Based on the Trailing 12-months sales as of August 31, 2015, the tenant has an occupancy cost of 22.3% which exceeds the threshold for rent reduction. The total underwritten cash flow has been reduced by ($133,354) to account for the possible rent reduction for this tenant.

(5) JCPenney subleases a portion of its space to Firestone Tire.

(6) Bealls is a ground lease tenant. The borrower owns the land and the tenant owns its box.

(7) Home Depot is a free-standing box with limited available information. The borrower does not own the related fee or leasehold interest.

(8) Includes 1,284 SF for Spring Mobile, AT&T Authorized Retailer, which has executed a lease, but has not yet opened for business or begun paying rent. We cannot assure you that this tenant will take occupancy or begin paying rent as anticipated or at all.

B-50

South plains mall

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the South Plains Mall Property:

Ten Largest Owned Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of Owned GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF/Screen(2)(3)	Occupancy Cost	Renewal / Extension Options
Premiere Cinemas(4)	NR / NR / NR	61,796	6.3%	$865,785	6.2%	$14.01	4/30/2032	$362,654.00	20.0%	NA
Barnes & Noble	NR / NR / NR	33,411	3.4	585,000	4.2	17.51	1/31/2020	$200.26	9.4%	2, 5-year options
A'GACI	NR / NR / NR	14,427	1.5	562,869	4.0	39.02	1/31/2024	$143.75	27.1%	NA
JCPenney(5)	B- / NR / CCC+	218,518	22.2	404,945	2.9	1.85	7/31/2017	$100.66	3.7%	2, 5-year options
Kay Jewelers	NR / NR / NR	1,505	0.2	360,706	2.6	239.67	12/31/2024	$2,737.92	9.9%	NA
Zales	NR / NR / NR	1,597	0.2	338,215	2.4	211.78	5/31/2018	$2,294.71	10.5%	NA
Dillard's Women(6)	BBB- / Baa3 / BBB-	162,755	16.5	325,510	2.3	2.00	1/31/2017	$227.47	2.5%	3, 5-year options
Forever 21	NR / NR / NR	15,419	1.6	301,996	2.2	19.59	2/28/2018	$221.72	20.6%	NA
Victoria’s Secret	NR / NR / NR	7,695	0.8	291,833	2.1	37.93	1/31/2025	$586.94	10.8%	NA
Journeys	NR / NR / NR	2,323	0.2	273,107	2.0	117.57	6/30/2023	$881.51	16.8%	NA
Ten Largest Owned Tenants		519,446	52.8%	$4,309,967	30.8%	$8.30
Remaining Owned Tenants(7)		430,305	43.8	9,684,892	69.2	22.51
Vacant Spaces (Owned Space)		33,766	3.4	0	0.0	0.00
Total / Wtd. Avg. All Owned Tenants		983,517	100.0%	$13,994,859	100.0%	$14.74

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Sales information presented with respect to the South Plains Mall Property is based upon information provided by the borrower and in certain instances, sales figures represent estimates as tenants are not required to report, or otherwise may not have timely reported sales. Because sales information is self-reported, such information is not independently verified by the borrower.

(3) Sales for Premiere Cinemas are on a per screen basis; the theater has 16 screens. Sales for Sears are an estimate based upon information provided to the borrower by the tenant. Sales figures presented are on a trailing-12 month basis as of August 31, 2015.

(4) Premiere Cinemas’ lease permits the tenant to request rent reduction if the occupancy cost exceeds 20.0%. Based on the Trailing 12-months sales as of August 31, 2015, the tenant has an occupancy cost of 22.3%, which exceeds the threshold for rent reduction. The total underwritten cash flow has been reduced by $133,354 to account for the possible rent reduction for this tenant.

(5) JCPenney subleases a portion of its space to Firestone Tire.

(6) In addition to Dillard’s Women, Dillard’s Men’s & Children occupies a separate box for 93,949 SF, which expires on January 31, 2017 with a base rent of $2.42 per SF.

(7) Includes 1,284 SF for Spring Mobile, AT&T Authorized Retailer, which has executed a lease, but has not yet opened for business or begun paying rent. We cannot assure you that this tenant will take occupancy or begin paying rent as anticipated or at all.

The following table presents certain information relating to the lease rollover schedule at the South Plains Mall Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending   December 31	Expiring  Owned GLA	% of Owned GLA	Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	# of Expiring Tenants
MTM	0	0.0%	0.0%	$0	0.0%	$0.00	0
2015	11,655	1.2	1.2%	293,091	2.1	25.15	5
2016	54,373	5.5	6.7%	1,334,959	9.5	24.55	26
2017	514,914	52.4	59.1%	2,541,648	18.2	4.94	16
2018	45,123	4.6	63.7%	1,699,615	12.1	37.67	14
2019	18,559	1.9	65.5%	1,084,033	7.7	58.41	11
2020	69,751	7.1	72.6%	1,461,452	10.4	20.95	8
2021(2)	13,161	1.3	74.0%	542,413	3.9	41.21	8
2022	54,105	5.5	79.5%	839,507	6.0	15.52	6
2023	32,821	3.3	82.8%	755,415	5.4	23.02	4
2024	38,250	3.9	86.7%	1,352,914	9.7	35.37	6
2025	32,519	3.3	90.0%	1,152,526	8.2	35.44	6
2026 & Thereafter	64,520	6.6	96.6%	937,285	6.7	14.53	2
Vacant	33,766	3.4	100.0%	0	0.0	0.00	0
Total / Wtd. Avg.	983,517	100.0%		$13,994,859	100.0%	$14.74	112

(1) Calculated based on the approximate square footage occupied by each Owned Tenant.

(2) Includes 1,284 SF for Spring Mobile, AT&T Authorized Retailer, which has executed a lease, but has not yet opened for business or begun paying rent. We cannot assure you that this tenant will take occupancy or begin paying rent as anticipated or at all.

B-51

South plains mall

The following table presents certain information relating to historical leasing at the South Plains Mall Property:

Historical Leased %⁽¹⁾

	2012	2013	2014
Owned Space	95.3%	94.4%	97.7%

(1) As provided by the borrower, and represents in place occupancy including tenants with executed leased but have not yet opened for business as of December 31 for the indicated year, and excluding Home Depot and Sears.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the South Plains Mall Property:

Cash Flow Analysis⁽¹⁾

	2013(2)(3)	2014(2)(3)	TTM 8/31/2015(2)(3)	Underwritten(4)(5)	Underwritten  $ per SF
Base Rent	$12,462,233	$13,320,001	$13,865,909	$13,994,859	$14.23
Overage Rent	1,074,864	1,065,653	1,025,600	978,757	1.00
Kiosk/ Temp/ Specialty Rent	1,641,451	1,459,381	1,311,668	1,311,668	1.33
Other Rental Revenue(4)	379,931	432,311	488,456	488,456	0.50
Total Reimbursement Revenue	8,776,364	9,134,025	9,015,231	9,421,686	9.58
Gross Up Vacancy	0	0	0	2,741,110	2.79
Other Income	102,377	135,655	33,165	33,165	0.03
Gross Revenue	$24,437,219	$25,547,026	$25,740,028	$28,969,700	$29.46
Vacancy & Credit Loss	(211,032)	(250,120)	(62,958)	(2,741,110)	(2.79)
Effective Gross Income	$24,226,187	$25,296,906	$25,677,070	$26,228,590	$26.67
Total Operating Expenses	$7,442,358	$7,662,895	$7,387,822	$7,820,045	$7.95
Net Operating Income	$16,783,830	$17,634,011	$18,289,248	$18,408,546	$18.72
TI/LC	0	0	0	597,152	0.61
Capital Expenditures	0	0	0	374,056	0.38
Net Cash Flow	$16,783,830	$17,634,011	$18,289,248	$17,437,338	$17.73

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Vacancy and credit loss line item for 2013, 2014 and TTM 8/31/2015 represents reserves for bad debt and tenant rent abatements. Historical capital expenditures, tenant improvements and leasing costs for years 2013, 2014 and the TTM 8/31/2015 have been excluded for presentation purposes.

(3) Historical presentation and the underwritten cash flow exclude income and expenses on the Premiere Cinemas pad related to a ground lease previously in place that was collapsed at origination.

(4) Underwritten Base Rent is based on contractual rents as of September 30, 2015 and rent steps through December 31, 2016. Underwritten Base Rent also includes the Base Rent for Spring Mobile, AT&T Authorized Retailer that has executed lease but is not yet open for business or begun paying rent. We cannot assure this tenant will take occupancy or begin paying rent as anticipated or at all.

(5) Premiere Cinemas lease permits the tenant to request rent reduction if the occupancy cost exceeds 20.0%. Based on the Trailing 12-months sales as of August 31, 2015, the tenant has an occupancy cost of 22.3% which exceeds the threshold for rent reduction. The total underwritten cash flow has been reduced by $133,354 to account for the possible rent reduction for this tenant.

■ Appraisal. According to the appraisal, the South Plains Mall Property had an “as-is” appraised value of $368,000,000 as of September 7, 2015 and a “prospective market value upon stabilization” appraised value of $399,000,000 as of September 1, 2016, after “modest lease up” and renovation completion over the next 12 months.

■ Environmental Matters. According to a Phase I environmental report, dated September 1, 2015, there are no recognized environmental conditions or recommendations for further action at the South Plains Mall Property.

■ Market Overview and Competition. The following is per the appraisal. The South Plains Mall Property is located in the city of Lubbock in the West Texas Panhandle. The South Plains Mall Property’s primary trade area spans 25 miles; however, the South Plains Mall Property draws from up to 50 miles due to its regional accessibility and limited competition. As of 2014, the population within the trade area of South Plains Mall Property was estimated to be approximately 305,892, with an average household income of $61,121. The South Plains Mall is the only enclosed mall within a 100-mile plus radius, and the closest regional malls are located in Amarillo, Midland and Odessa. Local competition consists of power centers and lifestyle centers.

B-52

South plains mall

The following table presents certain information relating to the primary competition for the South Plains Mall Property:

Competitive Set⁽¹⁾

	South Plains Mall	Central Plaza	South Plains Crossing	Canyon West Shopping Center	Lubbock Parkade	South Plains Plaza	Kingsgate Center North
Distance from Subject	-	0.2 miles	0.2 miles	2.5 miles	1.0 miles	0.2 miles	1.5 miles
Property Type	Super Regional Mall	Power Center	Power Center	Power Center	Power Center	Power Center	Lifestyle Center
Year Built	1972	1979	1996	2006	1985	1994	1986
Total GLA	1,127,217	151,351	162,996	781,822	182,241	155,351	143,825
Total Occupancy	97.0%	100%	100%	100%	97%	95%	100%
Notable Tenants	Sears, Dillard's Women, Dillard’s Men’s & Children, JCPenney and Bealls	Bed Bath & Beyond, Old Navy, Staples and Shoe Carnival	Hobby Lobby, Spec’s Liquor, Red Raider Outfitters and Eyemart Express	Target, Ross Dress for Less, Burlington Coat Factory and Sam's Club	SteinMart, Mardel, TJ Maxx and Hancock Fabrics	PetsMart, Office Max, Michael’s and Rooms-to-Go	Talbots, Sprouts, Malouf's and Rooms-to-Go

(1) Source: Appraisal.

■ The Borrower. The borrower is Macerich South Plains LP, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the South Plains Mall Loan. Pacific Premier Retail Trust LLC, an indirect owner of the borrower, is the non-recourse carveout guarantor under the South Plains Mall Loan.

Pacific Premier Retail Trust LLC is 60% indirectly owned by The Macerich Company (“Macerich”) (NYSE: MAC) and 40% indirectly owned by RPM JV LLC, a subsidiary of GIC. Macerich is a publicly traded real estate investment trust headquartered in Santa Monica, California. Macerich is an S&P 500 company and the third-largest owner by market value and operator of shopping centers in the United States. Macerich’s portfolio includes 51 regional shopping centers and eight community/power shopping centers aggregating approximately 55 million SF of GLA. As of September 30, 2015, the portfolio was 95.4% occupied and had sales of $630 per SF. Macerich was founded in 1972. Macerich had an equity market capitalization of $13 billion and enterprise value/total market capitalization of approximately $20.5 billion as of the third quarter of 2015. GIC is a global investment firm with over $100 billion in assets under management. GIC has investments in over 40 countries and has been investing in emerging markets for more than two decades. Headquartered in Singapore, GIC employs over 1,200 people across 10 offices in key financial cities worldwide.

■ Escrows. On the origination date of the South Plains Mall Loan, the borrower funded an escrow reserve in the amount of $517,000 for replacement reserves.

In addition, on each due date, the borrower will be required to fund (i) a tax reserve equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes over the then succeeding 12-month period unless no South Plains Mall Trigger Period is then in effect and the borrower provides evidence that taxes continue to be timely paid, (ii) an insurance reserve equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay the insurance premiums over the then succeeding 12-month period unless no event of default is occurring and the insurance is maintained under a blanket policy, and (iii) during a South Plains Mall Trigger Period, (a) a tenant improvements and leasing commissions reserve in an amount equal to $42,358 (capped at $508,298) and (b) a replacement reserve in an amount equal to $10,589 (capped at $127,068).

A “South Plains Mall Trigger Period” means any period (i) commencing upon the debt service coverage ratio (as calculated under the South Plains Mall Loan documents) for the trailing 12-month period (as of the last day of any calendar quarter) falling below 1.40x and ending at the conclusion of the second consecutive calendar quarter for which the debt service coverage ratio is greater than 1.40x or (ii) commencing upon the occurrence of an event of default under the South Plains Mall Loan and ending when such event of default is no longer continuing.

B-53

South plains mall

■ Lockbox and Cash Management. The South Plains Mall Loan is structured with a hard lockbox and springing cash management. The related loan documents require the borrower to direct tenants to pay rent directly to a lender-controlled lockbox account. So long as no South Plains Mall Trigger Period is continuing, the borrower will have access to the funds deposited into the lockbox account and may utilize the lockbox account as its operating account. Upon the occurrence and during the continuance of a South Plains Mall Trigger Period, the borrower will have no further access to funds in the lockbox account, and such funds (less any minimum peg balance, not to exceed $50,000) are required to be swept on a weekly basis and on the second business day preceding each due date into the lender-controlled cash management account. On each due date during a South Plains Mall Trigger Period, the related loan documents require that all amounts on deposit in the cash management account be used to pay debt service, required reserves and operating expenses, and all remaining amounts be reserved in an excess cash flow reserve account.

■ Property Management. The South Plains Mall Property is currently managed by Macerich Management Company. Under the South Plains Mall Loan documents, the South Plains Mall Property is required to remain managed by certain managers meeting financial and experience criteria set forth in the related loan documents or any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender (i) during the continuance of an event of default under the South Plains Mall Loan, (ii) upon the occurrence of a material default by the property manager or (iii) if the property manager files for or is the subject of a petition in bankruptcy.

■ Release of Collateral. The borrower is permitted to obtain the release of a non-income producing vacant portion of the South Plains Mall Property at any time, subject to the satisfaction of certain conditions, including that: (i) no event of default under the South Plains Mall Loan is then continuing and the release will not cause an event of default to occur and (ii) the borrower delivers a REMIC opinion.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the South Plains Mall Property (plus loss of rents and/or business interruption insurance for a period beginning on the date of casualty and continuing until the restoration of the South Plains Mall Property is completed or the expiration of 24 months, whichever first occurs). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower will be required to carry terrorism insurance throughout the term of the South Plains Mall Loan as described in the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the annual the insurance premium that is payable at that time in respect of the property, loss of rents/business interruption, general liability and umbrella liability insurance required under the related loan documents. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the South Plains Mall Property are separately allocated to the South Plains Mall Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-54

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-55

WESTIN BOSTON WATERFRONT

 

B-56

WESTIN BOSTON WATERFRONT

 

B-57

WESTIN BOSTON WATERFRONT

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Boston, Massachusetts	Cut-off Date Principal Balance(3)		$70,000,000
Property Type	Hospitality	Cut-off Date Principal Balance per Room(1)		$258,511.98
Size (Rooms)	793	Percentage of Initial Pool Balance		8.5%
Total TTM Occupancy as of 9/30/2015	76.1%	Number of Related Mortgage Loans		None
Owned TTM Occupancy as of 9/30/2015	76.1%	Type of Security	Leasehold
Year Built / Latest Renovation	2006 / NAP	Mortgage Rate		4.3580%
Appraised Value	$345,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)	NAP
Underwritten Revenues	$91,507,426
Underwritten Expenses	$65,021,727
Underwritten Net Operating Income (NOI)	$26,485,700	Escrows
Underwritten Net Cash Flow (NCF)	$22,951,418		Upfront	Monthly
Cut-off Date LTV Ratio(1)	59.4%	Taxes	$0	$0
Maturity Date LTV Ratio(1)(2)	44.8%	Insurance	$0	$0
DSCR Based on Underwritten NOI / NCF(1)	2.16x / 1.87x	FF&E	$0	$0
Debt Yield Based on Underwritten NOI / NCF(1)	12.9% / 11.2%	Other(4)	$3,800,000	$62,500

Sources and Uses
Sources	$	%		Uses	$	%
Whole Loan Amount	$205,000,000	100.0	%	Principal Equity Distribution	$200,116,189	97.6	%
				Reserves	3,800,000	1.9
				Closing Costs	1,083,811	0.5
Total Sources	$205,000,000	100.0	%	Total Uses	$205,000,000	100.0	%

(1) Calculated based on the aggregate outstanding principal balance of the Westin Boston Waterfront Whole Loan.

(2) The Maturity Date LTV is calculated utilizing the “as stabilized” appraised value of $368,000,000. The Maturity Date LTV Ratio calculated on the basis of the aggregate “as-is” appraised value is 47.8%. See “—Appraisal” below.

(3) The Cut-off Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $205,000,000 whole loan evidenced by three pari passu notes. The non-controlling companion loans, evidenced by note A-2 and note A-3 with an aggregate outstanding principal balance of $135,000,000, are expected to be contributed to one or more future securitization transactions.

(4) Other reserve represents $3,000,000 for plaza repairs, an upfront $500,000 initial base ground lease reserve ($62,500 monthly) and an upfront $300,000 deferred maintenance reserve. The $62,500 in monthly reserves for base ground rent do not include additional amounts based on percentage rent which the borrower is required to begin escrowing in July 2016, will be added to the monthly ground lease amount, and which are subject to incremental increases during 10-year periods for the life of the ground lease. See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “Westin Boston Waterfront Loan”) is part of a whole loan structure (the “Westin Boston Waterfront Whole Loan”) comprised of three pari passu notes that are secured by a first mortgage encumbering the borrowers’ leasehold interest in a full service hotel property located in Boston, Massachusetts (the “Westin Boston Waterfront Property”). The Westin Boston Waterfront Loan (evidenced by note A-1), which represents a controlling interest in the Westin Boston Waterfront Whole Loan, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and represents approximately 8.5% of the Initial Pool Balance. The related companion loans (the “Westin Boston Waterfront Companion Loans”) have an aggregate outstanding principal balance as of the Cut-off Date of $135,000,000 and are evidence by note A-2 and note A-3, which represent non-controlling interests in the Westin Boston Waterfront Whole Loan and are currently held by Goldman Sachs Mortgage Company and are expected to be contributed to one or more future securitization transactions. The Westin Boston Waterfront Whole Loan was originated by Goldman Sachs Mortgage Company on October 27, 2015. The Westin Boston Waterfront Whole Loan has an original principal balance of $205,000,000 and each note has an interest rate of 4.3580% per annum. The borrowers utilized the proceeds of the Westin Boston Waterfront Loan to recapitalize the borrower sponsor, fund reserves and pay closing costs.

The Westin Boston Waterfront Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Westin Boston Waterfront Loan requires monthly payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date of the Westin Boston Waterfront Loan is the due date in November 2025. Voluntary prepayment of the Westin Boston Waterfront Loan is prohibited prior to the due date in August 2025. Provided that no event of default under the Westin Boston Waterfront Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the earlier of (a) the third anniversary of the origination date of the Westin Boston Waterfront Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Westin Boston Waterfront Whole Loan is deposited.

B-58

WESTIN BOSTON WATERFRONT

■ The Mortgaged Property. The Westin Boston Waterfront Property is a 793-room full-service hotel located in the Seaport submarket of Boston, Massachusetts. The Westin Boston Waterfront Property was constructed in 2006 and is located at 425 Summer Street, between Avenue D and the Boston Convention & Exhibition Center. The Westin Boston Waterfront Property features approximately 89,000 SF of meeting space, five food and beverage outlets, a fitness center, business center, concierge and valet service. The hotel at the Westin Boston Waterfront Property is operated by an affiliate of Starwood Hotels under a long-term management agreement. The borrower’s interest in the Westin Boston Waterfront Property is pursuant to a ground lease with 84 years remaining.

The 1,090,200 SF Westin Boston Waterfront Property is located on a 4.18 acre parcel. The Westin Boston Waterfront Property is 16-stories with 4 subgrade levels.

The following table presents certain information relating to the 2014 demand analysis with respect to the Westin Boston Waterfront Property based on market segmentation, as provided in the appraisal for the Westin Boston Waterfront Property:

2014 Accommodated Room Night Demand⁽¹⁾

Property	Meeting and Group	Leisure	Commercial
Westin Boston Waterfront	64.0%	17.0%	19.0%

(1) Source: Appraisal.

The following table presents certain information relating to the penetration rates relating to the Westin Boston Waterfront Property and various market segments, as provided in a September 2015 travel research report for the Westin Boston Waterfront Property:

Penetration Rates⁽¹⁾

	Occupancy	ADR	RevPAR
TTM September 2015	94.9%	100.7%	95.5%
TTM September 2014	96.2%	100.7%	96.9%
TTM September 2013	94.7%	96.5%	91.4%

(1) Source: September 2015 travel research report.

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Westin Boston Waterfront Property:

Westin Boston Waterfront⁽¹⁾

	2013	2014	TTM 9/30/2015
Occupancy	74.5%	75.3%	76.1%
ADR	$207.60	$231.05	$242.74
RevPAR	$154.60	$174.09	$184.65

(1) As provided by the borrowers and represents averages for the indicated periods.

B-59

WESTIN BOSTON WATERFRONT

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Westin Boston Waterfront Property:

Cash Flow Analysis⁽¹⁾

	2013	2014	TTM 9/30/2015	Underwritten	Underwritten $ per Room
Rooms Revenue	$44,748,476	$50,390,242	$53,445,239	$53,445,239	$67,396
Food & Beverage Revenue	26,659,508	29,237,155	33,208,831	33,208,831	41,877
Net Retail Revenue	276,377	504,058	537,265	537,265	678
Parking Revenue	2,483,275	2,647,361	2,613,114	2,613,114	3,295
Other Operating Department Revenue(2)	1,090,003	935,182	499,212	499,212	630
Other Revenue	816,916	880,884	1,203,765	1,203,765	1,518
Total Revenue	$76,074,555	$84,594,882	$91,507,426	$91,507,426	$115,394
Room Expense	$12,910,008	$13,329,923	$14,006,433	$14,006,433	$17,663
Food & Beverage Expense	18,919,329	20,068,574	21,568,640	21,568,640	27,199
Other Operating Department Expense	667,821	673,597	268,386	268,386	338
Parking Expense	615,482	654,719	687,598	687,598	867
Total Departmental Expense	$33,112,640	$34,726,813	$36,531,057	$36,531,057	$46,067
Total Undistributed Expense	17,979,860	19,525,558	21,116,344	21,232,181	26,775
Total Fixed Expense	6,247,580	6,670,659	6,006,581	7,258,489	9,153
Total Operating Expenses	$57,340,080	$60,923,030	$63,653,982	$65,021,727	$81,995
Net Operating Income	$18,734,475	$23,671,852	$27,853,444	$26,485,700	$33,399
FF&E	2,932,592	3,257,738	3,524,445	3,534,282	4,457
Net Cash Flow	$15,801,883	$20,414,114	$24,328,999	$22,951,418	$28,943

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Other operating department revenue includes miscellaneous revenues.

■ Appraisal. According to the appraisal, the Westin Boston Waterfront Property had an “as-is” appraised value of $345,000,000 as of October 16, 2015 and an “as stabilized” appraised value of $368,000,000 as of November 1, 2018 based on an assumed stabilized occupancy rate of 75.0%.

■ Environmental Matters. According to a Phase I environmental report, dated October 21, 2015, there are no recognized environmental conditions or recommendations for further action at the Westin Boston Waterfront Property.

■ Market Overview and Competition. The Westin Boston Waterfront Property is located in the Seaport submarket of Boston, Massachusetts. The Westin Boston Waterfront Property’s competitive set has an average occupancy of 80.2%, ADR of $241.05, and RevPAR of $193.31 as of the trailing 12-month period ended September 30, 2015.

The following table presents certain information relating to the primary competition for the Westin Boston Waterfront Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM September 2015 Occupancy	TTM September 2015 ADR	TTM September 2015 RevPAR
Westin Boston Waterfront	793	2006	76.1%	$242.74	$184.65
Competitive Set
Hyatt Regency Boston	502	1985	NAV	NAV	NAV
The Seaport Hotel	428	1998	NAV	NAV	NAV
Renaissance Boston Waterfront Hotel	471	2008	NAV	NAV	NAV
Sheraton Hotel Boston	1220	1965	NAV	NAV	NAV
Total / Wtd. Avg. Competitive Set			80.2%	$241.05	$193.31

(1) Source: September 2015 travel research report.

B-60

WESTIN BOSTON WATERFRONT

■ The Borrowers. The borrowers are DiamondRock Boston Owner, LLC and DiamondRock Boston Retail Owner, LLC, each a single-purpose, single-asset entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Westin Boston Waterfront Loan. The non-recourse carveout guarantor under the Westin Boston Waterfront Loan is DiamondRock Hospitality Limited Partnership, a direct owner of the borrowers.

DiamondRock Hospitality Limited Partnership is a wholly owned indirect subsidiary of DiamondRock Hospitality Company, a lodging-focused, publicly traded real estate investment trust that owns a portfolio of 29 premium hotels and resorts containing approximately 11,000 rooms in the aggregate, concentrated in cities and resorts throughout North America and the U.S. Virgin Islands.

■ Escrows. On the origination date, the borrowers funded (i) a ground lease rent reserve in the amount of $500,000, (ii) a deferred maintenance reserve in the amount of $300,000 and (iii) a plaza reserve escrow in the amount of $3,000,000 in connection with remediation work related to water penetration issues at the plaza structure of the Westin Boston Waterfront Property and any related damage.

On each due date, the borrowers are required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding twelve-month period; provided, however, that reserve deposits for insurance premiums are not required if the borrowers are maintaining a blanket policy in accordance with the Westin Boston Waterfront Loan documents and there is no continuing event of default and (ii) a ground lease rent reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay ground rent over the then succeeding twelve-month period; provided, however, that reserve deposits for ground rents are not required to the extent (i) the property manager or the borrowers pay all ground rents as and when due and (ii) there is an amount reserved for ground rents in the basic carrying costs escrow account equal to or greater than the amount required to pay ground rent for one year (without taking into account any amounts therein for insurance premiums or taxes). Notwithstanding anything to the contrary the borrowers will not be required to reserve amounts in respect of taxes, ground rents and/or insurance premiums to the extent the property manager is reserving amounts in respect of such amounts pursuant to the terms of the management agreement and actually paying taxes, ground rents and insurance premiums in respect of the Westin Boston Waterfront Property prior to their becoming delinquent.

In addition, on each due date, the property manager will be required to fund into an FF&E reserve account established under the management agreement (the “Approved FF&E Account”), and in the name of the borrowers (which account is pledged to the lender and subject to account control agreements in favor of the lender) FF&E reserves with respect to the Westin Boston Waterfront Property in an amount equal to the greater of (i) the amount required to be reserved pursuant to the management agreement and (ii) an amount equal to 4% of the revenues from the hotel component of the Westin Boston Waterfront Property for the most recently ended calendar month (the “FF&E Funding Amount”). During the continuance of an FF&E Reserve Period, the borrowers are required to fund the FF&E Funding Amount into a lender-controlled FF&E reserve account.

A “FF&E Reserve Period” means a period commencing when the property manager fails to maintain and fund the Approved FF&E Account in an amount equal to the FF&E Funding Amount and such failure continues for five business days following the borrowers’ receipt of notice of such failure, and ending when the failure has been cured.

■ Lockbox and Cash Management. The Westin Boston Waterfront Loan documents require that all credit card receivables, cash revenues and all other money received by the borrowers, the Operating Lessee or property manager with respect to the hotel component of the Westin Boston Waterfront Property be deposited into an account established under the management agreement controlled by the property manager, pledged to the lender and subject to account control agreements (a “Manager Account”) or to the Approved FF&E Account (or, if the property manager is terminated, all such credit card receivables, cash revenues and other amounts are required to be deposited into the cash management account until a replacement property manager has been engaged and has established replacement Manager Accounts and a replacement Approved FF&E Account). Subject to the rights of the lender following the termination of the property manager or the occurrence of an event of default under the Westin Boston Waterfront Loan documents giving rise to the right of the borrowers to terminate the property manager, the property manager is permitted to pay all costs and expenses incurred in connection with

B-61

WESTIN BOSTON WATERFRONT

the operation of the Westin Boston Waterfront Property, including, but not limited to operating expenses and capital expenditures, and all other amounts required or permitted to be paid by the property manager in the performance of its duties and obligations with respect to the Westin Boston Waterfront Property out of the Manager Accounts or the Approved FF&E Account.

In connection with the origination of the Westin Boston Waterfront Loan, the borrowers established a lender controlled lockbox account, subject to a lockbox account agreement which provides that the borrowers will have no access to funds in the lockbox account and that all amounts in the lockbox account will be swept daily to a lender-controlled cash management account. The Westin Boston Waterfront Loan documents require the borrowers to deliver notices to each tenant (including the parking services property manager) instructing them to remit all payments under the leases into the lockbox account. In addition, the borrowers are required to cause all amounts otherwise required to be paid or remitted by the property manager to the borrowers or the Operating Lessee pursuant to the management agreement and all other cash revenues or other amounts received by the borrowers or the Operating Lessees with respect to the Westin Boston Waterfront Property to be remitted directly to the cash management account or the lockbox account and, in the event that any such amounts or any other amounts in respect of the Westin Boston Waterfront Property are paid directly to the borrowers or the Operating Lessee, such party is required to cause such amounts to be deposited into the cash management account or the lockbox account within two business days following receipt, provided, however, that any failure of such party to deposit any funds required to be deposited in the cash management account or the lockbox account within such two business day period will not be a default under the Westin Boston Waterfront Loan documents so long as (1) such funds are deposited in the required account within ten days of the borrowers’ or Operating Lessee’s receipt, (2) the borrowers are otherwise in compliance with the Westin Boston Waterfront Loan documents hereof and (3) a failure of the borrowers or the Operating Lessee to deposit such funds in the required account within two business days’ of receipt has occurred no more than twice in the prior 12-month period.

Provided that no Westin Boston Waterfront Trigger Period or event of default under the Westin Boston Waterfront Loan is continuing, on each business day (or less frequently at the borrowers’ option) all amounts on deposit in the cash management account in excess of the amounts required to be paid to or reserved with the lender on the next due date are required to be remitted to an account controlled by the borrowers.

On each due date during a Westin Boston Waterfront Trigger Period or, at the lender’s discretion, during an event of default under the Westin Boston Waterfront Loan, the Westin Boston Waterfront Loan documents require that all amounts on deposit in the cash management account, in excess of the amount required on the next due date to pay debt service and required reserves, subject to the terms of the Westin Boston Waterfront Loan documents, be reserved in an excess cash flow account as additional collateral for the Westin Boston Waterfront Loan.

During the continuance of an event of default under the Westin Boston Waterfront Loan, the lender may apply all funds on deposit in any of the accounts constituting collateral for the Westin Boston Waterfront Loan to amounts payable under the related loan documents and/or toward the payment of expenses of the Westin Boston Waterfront Property, in such order of priority as the lender may determine.

A “Westin Boston Waterfront Trigger Period” means, (i) subject to the right of the borrowers to partially defease the Westin Boston Waterfront Loan in order to cause the debt yield (as calculated under the Westin Boston Waterfront Loan documents) to exceed 7.00%, any period commencing upon the debt yield for the trailing 12-month period (as of the last day of any fiscal quarter) falling below 7.00% and ending at the conclusion of a fiscal quarter for which the debt yield is greater than or equal to 7.00%, (ii) any period commencing upon the borrowers’ failure to deliver monthly, quarterly or annual financial reports and ending when such reports are delivered and indicate that a Westin Boston Waterfront Trigger Period pursuant to clause (i) is not ongoing, and (iii) the failure of the borrowers, within 10 business days of their obligation to do so, to deposit into the plaza reserve account 100% of the cost of completing a maintenance and remediation plan addressing the prevention and mitigation of any future water penetration or infiltration at the plaza structure at the Westin Boston Waterfront Property and ending when such deposit is made.

B-62

WESTIN BOSTON WATERFRONT

■ Property Management. The Westin Boston Waterfront Property is managed by Westin Hotel Management, L.P. (“Westin”), pursuant to a management agreement. Under the related loan documents, the Westin Boston Waterfront Property is required to remain managed by Westin, certain pre-approved management companies or any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. In the event of an acceleration of the Westin Boston Waterfront Loan following an event of default under the Westin Boston Waterfront Loan documents, the lender may, in its sole discretion but solely to the extent of the borrowers’ rights under the management agreement, terminate or require the borrowers to terminate the management agreement and engage a property manager selected by the lender to serve as replacement property manager pursuant to a management agreement; provided that any replacement property manager will be deemed approved by the lender, subject to a Rating Agency Confirmation.

■ Mezzanine or Additional Indebtedness. Not permitted.

■ Operating Lease. An indirect, wholly owned subsidiary of the non-recourse carveout guarantor, DiamondRock Boston Tenant, LLC (“Operating Lessee”), a single-purpose, single-asset entity, leases the hotel portion of the Westin Boston Waterfront Property from the hotel borrowers pursuant to certain sublease agreements (the “Operating Lease”). The Operating Lease is pledged to the lender as additional collateral for the Westin Boston Waterfront Loan under the mortgage. The Operating Lessee is a party to the management agreement. Upon foreclosure, the lender may terminate the Operating Lease at its sole option without the payment of any termination fee.

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrowers are required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Westin Boston Waterfront Property (plus 18 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering the 12 months following restoration). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrowers will be required to carry terrorism insurance throughout the term of the Westin Boston Waterfront Loan as described in the preceding sentence, but in that event the borrowers will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the Westin Boston Waterfront Loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrowers will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrowers provide evidence satisfactory to the lender that the insurance premiums for the Westin Boston Waterfront Property are separately allocated to the Westin Boston Waterfront Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-63

ELEMENT LA

 

B-64

ELEMENT LA

 

B-65

ELEMENT LA

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Los Angeles, California	Cut-off Date Principal Balance(3)		$70,000,000
Property Type	Office	Cut-off Date Principal Balance per SF(1)		$591.47
Size (SF)	284,037	Percentage of Initial Pool Balance		8.5%
Total Occupancy as of 10/7/2015	100.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 10/7/2015	100.0%	Type of Security		Fee Simple
Year Built / Latest Renovation	1947, 1949, 1950, 1953 / 2013-2015	Mortgage Rate		4.5930%
Appraised Value	$294,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$18,020,236
Underwritten Expenses	$3,787,349	Escrows
Underwritten Net Operating Income (NOI)	$14,232,887		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$13,906,245	Taxes	$760,000	$190,000
Cut-off Date LTV Ratio(1)(2)	57.1%	Insurance	$0	$0
Maturity Date LTV Ratio(1)	57.1%	Replacement Reserves(4)	$0	$3,550
DSCR Based on Underwritten NOI / NCF(1)	1.82x / 1.78x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF(1)	8.5% / 8.3%	Other(5)	$193,750	$0

Sources and Uses
Sources	$	%		Uses	$	%
Whole Loan Amount	$168,000,000	100.0	%	Loan Payoff	$83,176,227	49.5	%
				Principal Equity Distribution	78,316,608	46.6
				Closing Costs	5,553,415	3.3
				Reserves	953,750	0.6
Total Sources	$168,000,000	100.0	%	Total Uses	$168,000,000	100.0	%

(1) Calculated based on the aggregate balance of the Element LA Whole Loan.

(2) The appraiser assigned a hypothetical “dark value” of $229,000,000 for the Element LA Property. The Cut-off Date LTV Ratio based on the hypothetical “dark value” value is 73.4%.

(3) The Cut-off Date Principal Balance of $70,000,000 represents a non-controlling note of a $168,000,000 whole loan evidenced by three pari passu notes. The aggregate companion loan balance of $98,000,000 is evidenced by a controlling note with a principal balance of $84,000,000 as of the Cut-off Date which is currently held by Cantor Commercial Real Estate Lending, L.P. and a $14,000,000 non-controlling note which is currently held by Goldman Sachs Mortgage Company, both of which are expected to be contributed to future securitization transactions.

(4) Replacement reserves are capped at $127,817.

(5) Other upfront reserve represents a $193,750 environmental reserve for 125% of the estimated cost to remediate contaminated ground water. See “—Environmental Matters” below.

■ The Mortgage Loan. The mortgage loan (the “Element LA Loan”) is part of a whole loan (the “Element LA Whole Loan”) evidenced by three pari passu notes that are secured by a first mortgage encumbering the borrower’s fee simple interest in an office property located in Los Angeles, California (the “Element LA Property”). The Element LA Loan, which represents a non-controlling interest in the Element LA Whole Loan, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and represents approximately 8.5% of the Initial Pool Balance. The related companion loans (the “Element LA Companion Loans”) have an aggregate outstanding principal balance as of the Cut-off Date of $98,000,000 and are evidenced by a controlling note, with a principal balance of $84,000,000 as of the Cut-off Date which is currently held by Cantor Commercial Real Estate Lending, L.P., and a $14,000,000 non-controlling note, which is currently held by Goldman Sachs Mortgage Company, both of which are expected to be contributed to future securitization transactions. The Element LA Whole Loan was co-originated by Cantor Commercial Real Estate Lending, L.P. and Goldman Sachs Mortgage Company on October 9, 2015. The note evidencing the Element LA Loan has an outstanding principal balance as of the Cut-off Date of $84,000,000 and each note has an interest rate of 4.5930% per annum. The borrower utilized the proceeds of the Element LA Loan to refinance existing debt on the Element LA Property, fund reserves, pay origination costs and return equity to the borrower sponsor.

The Element LA Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Element LA Loan requires interest only payments during its term. The scheduled maturity date of the Element LA Loan is the due date in November 2025. The Element LA Loan may be voluntarily prepaid at any time on or after the payment date in March 2016 with payment of a yield maintenance premium prior to the due date in August 2025, or with no yield maintenance premium after the due date in August 2025.

B-66

ELEMENT LA

■ The Mortgaged Property. The Element LA Property is a Class A creative office campus redevelopment in the technology and media-hub of West Los Angeles, California. The 12.2 acre site consists of five buildings totaling 284,037 SF and a six-story, 832-stall parking garage. The Element LA Property is 100.0% leased to the video gaming company Riot Games, a subsidiary of the Chinese company Tencent Holdings Limited (“Tencent”). As of October 7, 2015, the Total Occupancy and Owned Occupancy for the Element LA Property were both 100.0%.

The campus was originally completed in 1940’s and 1950’s as an office, research & development and manufacturing campus. In 2012, the borrower sponsor acquired the Element LA Property and implemented a $97.1 million ($342 per SF) redevelopment to re-position the Element LA Property as a creative office campus. In addition to the borrower sponsor’s investment, Riot Games, Inc. (“Riot Games”) has invested approximately $52.6 million ($185 per SF) to build out its space. The recently completed redevelopment included a complete restoration of the existing buildings, renovation of the expansive floor plates and interiors featuring high, wooden bow truss ceilings, sawtooth skylights and industrial windows, as well as high-tech, top-of-the-line building systems. On-site amenities include movie theaters, multiple dining options, a basketball court, bike storage, laundry drop-off and an array of elaborately-designed indoor and outdoor common areas.

The Element LA Property is 100.0% leased to Riot Games, the creator of the video game League of Legends. Founded in 2006, Riot Games is an American video game developer and publisher with approximately 1,500 employees spread across 16 offices in 14 countries. The Element LA Property serves as the global headquarters for Riot Games. Riot Games is a subsidiary of Tencent, the fifth largest internet company in the world by market capitalization. In addition to holding a majority interest in Riot Games, Tencent has an ownership interest in gaming company Activision Blizzard, Inc., the maker of the video games Call of Duty and World of Warcraft, and the company Epic Games, Inc., the maker of the Unreal Engine game development tools. According to newzoo.com, Tencent is the largest gaming company in the world based on revenues.

Riot Games is the creator of the video game League of Legends, a free-to-play game that has established a user base in excess of 67 million monthly users and 27 million daily users. In 2014, League of Legends generated over $1.3 billion revenues. In 2014, over 40,000 fans attended the annual League of Legends Championship at the World Cup stadium in Seoul, South Korea. Recent accolades include Fortune’s 100 Best Companies to Work For, Great Place to Work’s Best Medium-Size Companies to Work For in America, and Game Developer Magazine’s Top 30 Developers of All Time.

Riot Games re-located its headquarters to the Element LA Property pursuant to a 15-year, triple-net lease, which expires on March 31, 2030. Base rent for the lease is approximately $15.0 million ($52.67 per SF) with contractual annual increases of 3.0% through lease maturity. The lease is structured with two, 5-year renewal options. In addition, the tenant may terminate its lease effective March 31, 2025 with 12 months’ notice and payment of a termination fee of approximately $16.7 million.

Riot Games delivered a $12.0 million letter of credit to the landlord as additional collateral for the lease, which may be drawn upon by landlord following an event of default under the lease. The letter of credit has been assigned to lender as additional collateral for the Element LA Loan. So long as Riot Games is not in default under the lease, the letter of credit will be reduced to the following amounts: (i) $9,600,000 after March 31, 2016, (ii) $7,200,000 after March 31, 2017, (iii) $4,800,000 after March 31, 2018, (iv) $2,400,000 after March 31, 2019 and (v) $1,559,528 after March 31, 2020 through the remainder of the lease term. In the event that Riot Games becomes a publicly traded company with a market capitalization of at least $2.0 billion for a continuous period of 12 months, the letter of credit will be reduced to equal the lesser of: (a) two months of base rent, and (b) the letter of credit amount otherwise in effect based on the reductions set forth above.

B-67

ELEMENT LA

The following table presents certain information relating to the tenant at the Element LA Property:

Largest Tenant Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent(2)	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
Riot Games(3)	A+ / A2 / A	284,037	100.0	%	$15,409,645	100.0	%	$54.25	3/31/2030	2, 5-year options
Largest Tenant		284,037	100.0	%	$15,409,645	100.0	%	$54.25
Vacant		0	0.0		0	0.0		0.00
Total / Wtd. Avg. Tenants		284,037	100.0	%	$15,409,645	100.0	%	$54.25

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) UW Base Rent includes contractual rent steps through May 31, 2016. Riot Games’ current base rent is $14,960,821 ($52.67 per SF) with 3.0% contractual annual rent increases commencing April 1, 2016 through lease maturity. Riot Games’ base rent includes parking rent. The appraiser concluded a market rent of $54.50 ($46.20 per SF for the office space and $8.30 per SF for the parking revenue). In-place base rent of $52.67 per SF is approximately 3.4% below the appraiser’s conclusion of $54.50 per SF.

(3) Riot Games has a termination right effective March 31, 2025 with 12 months’ notice and payment of a termination fee. The Element LA Loan is structured with a cash flow sweep related to this termination option.

The following table presents certain information relating to the lease rollover schedule at the Element LA Property based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA	UW Base Rent(2)	% of Total UW Base Rent		UW Base Rent $ per SF(3)	# of Expiring Leases
MTM	0	0.0	%	0.0%	$0	0.0	%	$0.00	0
2015	0	0.0		0.0%	0	0.0		0.00	0
2016	0	0.0		0.0%	0	0.0		0.00	0
2017	0	0.0		0.0%	0	0.0		0.00	0
2018	0	0.0		0.0%	0	0.0		0.00	0
2019	0	0.0		0.0%	0	0.0		0.00	0
2020	0	0.0		0.0%	0	0.0		0.00	0
2021	0	0.0		0.0%	0	0.0		0.00	0
2022	0	0.0		0.0%	0	0.0		0.00	0
2023	0	0.0		0.0%	0	0.0		0.00	0
2024	0	0.0		0.0%	0	0.0		0.00	0
2025	0	0.0		0.0%	0	0.0		0.00	0
2026 & Thereafter(3)	284,037	100.0		100.0%	15,409,645	100.0		54.25	1
Vacant	0	0.0		100.0%	0	0.0		0.00	0
Total / Wtd. Avg.	284,037	100.0	%		$15,409,645	100.0	%	$54.25	1

(1) Calculated based on approximate square footage occupied by each Owned Tenant per the rent roll dated October 7, 2015.

(2) UW Base Rent includes contractual rent steps through May 31, 2016. Riot Games’ current base rent is $14,960,821 ($52.67 per SF) with 3.0% contractual annual rent increases commencing April 1, 2016 through lease maturity. Riot Games’ base rent includes parking rent. The appraiser concluded a market rent of $54.50 ($46.20 per SF for the office space and $8.30 per SF for the parking revenue). In-place base rent of $52.67 per SF is approximately 3.4% below the appraiser’s conclusion of $54.50 per SF.

(3) Riot Games’ lease expires on March 31, 2030.

The following table presents certain information relating to historical occupancy at the Element LA Property:

Historical Leased %⁽¹⁾⁽²⁾

2012	2013(2)	2014	As of 10/7/2015
NAP	NAP	NAP	100.0%

(1) As provided by the borrower.

(2) The borrower sponsor acquired the Element LA Property in two phases between 2012 and 2013, and renovated the property into 2015. As a result, historical occupancy is not applicable.

B-68

ELEMENT LA

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Element LA Property:

Cash Flow Analysis⁽¹⁾

	Underwritten(3)		Underwritten $ per SF
Base Rent(2)	$15,409,645		$54.25
Gross Up Vacancy	0		0.00
Total Rent	$15,409,645		$54.25
Total Reimbursables	3,559,025		12.53
Less Vacancy & Credit Loss(4)	(948,434	)	(3.34	)
Effective Gross Income	$18,020,236		$63.44
Total Operating Expenses	$3,787,349		$13.33
Net Operating Income	$14,232,887		$50.11
TI/LC	284,037		1.00
Capital Expenditures	42,606		0.15
Net Cash Flow	$13,906,245		$48.96

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Base Rent includes contractual rent steps through May 31, 2016. Riot Games’ current base rent is $14,960,821 ($52.67 per SF) with 3.0% contractual annual rent increases commencing April 1, 2016 through lease maturity. Base Rent includes parking revenue. The appraiser concluded a market rent of $54.50 ($46.20 per SF for the office space and $8.30 per SF for the parking revenue). Underwritten Base Rent of $54.25 per SF is approximately 0.4% below the appraiser’s conclusion of $54.50 per SF.

(3) Underwritten cash flow is based on contractual rents as of October 7, 2015 and rent steps through May 1, 2016.

(4) Underwritten Vacancy & Credit Loss represents 5.3% of Effective Gross Income, which is greater than the appraiser’s concluded vacancy rate of 2.0%. The Element LA Property is currently 100% occupied by Riot Games.

■ Appraisal. According to the appraisal, the Element LA Property had an “as-is” appraised value of $294,000,000, a hypothetical “dark value” of $229,000,000 and a land value of $140,000,000 as of August 31, 2015.

■ Environmental Matters. According to a Phase I environmental report, dated October 1, 2015, there are no recognized environmental conditions or recommendations for further action at the Element LA Property other than the recommendations for (i) the closure for the two open California Regional Water Quality Control Board investigations relating to previous onsite manufacturing activities that had impacted soil and groundwater at the Element LA Property and (ii) development of an asbestos operations and maintenance plan. See “Description of the Mortgage Pool—Environmental Considerations” in the Free Writing Prospectus.

■ Market Overview and Competition. The Element LA Property is located along the Olympic Boulevard corridor in the West Los Angeles district of Los Angeles, California. Bordered by Santa Monica to the west and Westwood / Beverly Hills to the east, the Element LA Property is situated in the Olympic Corridor, a two mile stretch of dynamic office and mixed-use buildings. The Element LA Property is located within one mile of both the Santa Monica Freeway (Interstate 10) and the San Diego Freeway (Interstate 405). Additionally, the planned Expo/Bundy Metro Expo Line Station, which is expected to open in 2016, is located within 0.5 miles of the Element LA Property. In 2014, the population and average household income within a three-mile radius of the Element LA Property were 315,987 and $96,189, respectively.

The Element LA Property is located in the Westside office market, which includes tenants such as Electronic Arts, Creative Artists Agency, E! Entertainment, UCLA, Fox, Google, Yahoo and Microsoft. As of the second quarter of 2015, the Westside office market had an average rental rate of $43.88 per SF with a vacancy rate of 11.8%. According to the appraiser, the Westside office market is recognized as the most desirable in the Los Angeles area.

B-69

ELEMENT LA

The following table presents certain information relating to certain office lease comparables provided in the appraisal for the Element LA Property:

Office Lease Comparables⁽¹⁾ 

Property Name	City	Lease Area	Lease Term	Rent per SF (NNN)(2)
Element LA Property	Los Angeles	284,037	180	$45.11
1733 Ocean	Santa Monica	35,270	126	$46.50
Broadway Plaza	Santa Monica	34,715	120	$44.10
Water Garden Phase	Santa Monica	89,000	120	$33.30
Arboretum Gateway	Santa Monica	201,006	120	$48.60
Penn Station	Santa Monica	76,000	180	$46.20
Colorado Center	Santa Monica	61,673	120	$47.10
Lantana Center West	Santa Monica	56,000	36	$54.00
12312 West Olympic Boulevard	Santa Monica	78,000	120	$43.80
Lantana Center South	Santa Monica	133,056	120	$45.20
The Collective	Playa Vista	131,000	120	$41.40
Playa Jefferson	Playa Vista	60,000	156	$27.00
The Reserve	Playa Vista	135,000	114	$31.80
Ilo at Playa Vista	Playa Vista	107,000	63	$29.70

(1) Source: Appraisal.

(2) Represents triple-net rent as determined by the appraiser, except for the Element LA Property, which was provided by the borrower.

■ The Borrower. The borrower is Hudson Element LA, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Element LA Loan. Hudson Pacific Properties, L.P., a direct owner of the borrower, is the non-recourse carveout guarantor under the Element LA Loan.

Hudson Pacific Properties, Inc. (“Hudson”), a direct owner of the borrower sponsor, is a full-service, California based, publicly traded REIT (NYSE: HPP) focused on owning, operating, and acquiring office properties primarily in California. Since its founding in 2006, Hudson has assembled a portfolio of 54 properties totaling approximately 17.4 million SF, including land for development, in high-growth, high-barrier-to-entry submarkets throughout Northern and Southern California and the Pacific Northwest.

■ Escrows. On the origination date, the borrower funded: (i) a tax reserve of $760,000 and (ii) an environmental reserve of $193,750.

On each due date, the borrower is required to fund: (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period; provided, however, that reserve deposits for insurance premiums are not required if the borrower is maintaining a blanket policy in accordance with the related loan documents and there is no continuing event of default; (ii) a replacement reserve in the amount of $3,550 if the amount on deposit in the replacement reserve account is less than $127,817; provided, however, that reserve deposits for replacements are not required if the actual debt yield is not less than 6.75% for two consecutive calendar quarters and there is no continuing event of default.

In addition, in the event that the long term, unsecured and unsubordinated debt rating of the guarantor is downgraded below a rating equal to or greater than “BBB-” by S&P or “Baa3” by Moody’s on or after April 1, 2023 (the “Guarantor Downgrade”) the borrower is required to either (i) deposit $1,420,185 (the “Riot Games Recourse Amount”) into a reserve account for a mid-lease term tenant improvement allowance per the Riot Games lease, any portion of which amount may be waived by Riot Games as evidenced by an estoppel or (ii) deliver a letter of credit in the amount of such then outstanding Riot Games Recourse Amount. Moreover, all excess cash will be deposited into such reserve account until its balance is equal to the Riot Games Recourse Amount. The borrower may deposit such funds in lieu of an excess cash flow sweep.

B-70

ELEMENT LA

In addition, on each due date during the continuance of an Element LA Trigger Period that (a) is a Tenant Major Event then the borrower will be required to escrow all excess cash flow after payment of debt service, reserves, budget operating expenses and other amounts due into a leasing reserve (the “Leasing Reserve”) until the amount in such reserve is equal to the Leasing Reserve Account Cap and (b) is not the result of a Tenant Major Event, then the borrower will be required to escrow all excess cash flow after payment of debt service, reserves, budget operating expenses and other amounts due into the Leasing Reserve Account as additional collateral.

“Leasing Reserve Account Cap” means (a) $11,361,480, if the applicable Tenant Major Event is a result of Riot Games vacating its space prior to March 31, 2024, provided, that such amount will only be applicable until March 31, 2024 and if a related Tenant Major Event cure has not occurred prior to March 31, 2024, then the amount in clause (b) will be applicable; (b) $22,722,960, if the applicable Tenant Major Event is a result of Riot Games (i) being the subject of a bankruptcy action, (ii) giving notice of intent to terminate its lease, or (iii) vacating its premises, and such event either (A) first occurred after March 31, 2024 or (B) occurred prior to March 31, 2024 but which is continuing after March 31, 2024 without a corresponding Tenant Major Event cure ; (c) following the occurrence of a Tenant Major Event, if the Riot Games space is relet and the successor tenant vacates its premises prior to March 31, 2024, an amount equal to the net rentable square footage of such successor tenant’s leased premises multiplied by $40.00, provided that the amount in this clause (c) will only be applicable until March 31, 2024 and if a corresponding Tenant Major Event cure has not occurred prior to March 31, 2024, then the amount in clause (d) will be applicable; or (d) following the occurrence of a Tenant Major Event, if the Riot Games space is relet and the successor tenant (i) is the subject of a bankruptcy action, (ii) gives notice of intent to terminate its lease, or (iii) vacates its premises, and such event either (A) first occurs after March 31, 2024 or (B) occurred prior to March 31, 2024 but is continuing after March 31, 2024 without a corresponding Tenant Major Event cure, an amount equal to the net rentable square footage of such successor tenant’s leased premises multiplied by $80.00.

An “Element LA Trigger Period” means (i) during the continuance of an event of default under the Element LA Loan and ending upon the affirmative written waiver of the event of default under the Element LA Loan by the lender, (ii) any period commencing upon the debt yield (or, if subordinate financing is outstanding, the aggregate debt yield), as calculated under the related loan documents, for two consecutive calendar quarters is less than 6.75%; provided, however, the lender will not make its first determination of the debt yield for purposes of determining whether an Element LA Trigger Period has commenced until after the calendar quarter ending on March 31, 2016, and ending at the conclusion of the second consecutive fiscal quarter for which the debt service coverage ratio is at least than 6.75%, (iii) if the borrower, guarantor or property manager files for or is the subject of a petition in bankruptcy, insolvency or similar proceeds, (iv) the occurrence of a Tenant Major Event and (v) commencing at the occurrence of a Guarantor Downgrade that borrower fails to cure in accordance with the Element LA Loan within 10 Business Days, and ending when borrower cures such downgrade in accordance with the Element LA Loan.

A “Tenant Major Event” means a period (a) commencing upon the occurrence of any of the following: (i) Riot Games or any successor tenant becomes a voluntary debtor in any state or federal bankruptcy, insolvency or similar proceeding or is subject to any involuntary bankruptcy, insolvency or similar proceeds or (ii) Riot Games or any successor tenant vacates all or a substantial portion of its respective leased premises, and (b) ending with respect to subclause (i) above, when such lease has been affirmed and assumed in the bankruptcy proceedings and is legally valid and in full force and effect; and with respect to clause (ii) when (1) the space currently leased to the related tenant has been leased to a satisfactory replacement tenant(s) approved by the lender pursuant to a lease(s) approved by the lender, (2) such replacement tenants have commenced occupancy of such space and making rent payments and is open for business, (3) the re-tenanting debt yield (or, if subordinate financing is outstanding, the re-tenanting aggregate debt yield) is equal to at least 6.75%, (4) the payment of any outstanding tenant improvement obligations or leasing commissions of the borrower as landlord relating to the replacement lease or leases, subject to certain conditions and (5) except as set forth in clause (3) above, all obligations of the borrower as landlord under any such replacement lease (including, without limitation, leasing commission obligations, but excluding tenant improvement obligations of the landlord required in connection with a future lease extension) have been duly performed, completed and paid for, such evidence of all of the foregoing to include, without limitation, a fully-executed copy of each such lease and an estoppel certificate from each such tenant. 

B-71

ELEMENT LA

■ Lockbox and Cash Management. The Element LA Loan is structured with a hard lockbox and springing cash management. The Element LA Loan documents require the borrower to deliver notices to each tenant instructing them to remit all rents into a lender-controlled lockbox account and require that all cash revenues relating to the Element LA Property and all other money received by the borrower or the property manager with respect to the Element LA Property (other than tenant security deposits) be deposited into such lockbox account by the end of the third business day following receipt. On each business day that no Element LA Trigger Period or event of default under the Element LA Loan is continuing, all funds in the lockbox account (less any required minimum balance) are required to be swept into a borrower-controlled operating account. On each business day during the continuance of an Element LA Trigger Period or an event of default under the Element LA Loan, all amounts in the lockbox account are required to be remitted to a lender-controlled cash management account.

On each due date during the continuance of an Element LA Trigger Period, all amounts on deposit in the cash management account are required to be used to pay debt service, required reserves, budgeted operating expenses and other expenses and available funds remaining after such payments are made will (i) be returned to the borrower if the Element LA Trigger Period was due solely to a Tenant Major Event or (ii) be deposited into the Leasing Reserve Account if an Element LA Trigger Period is occurring other than solely as the result of a Tenant Major Event. During the continuance of an event of default, the lender may apply such amounts in any order in its sole discretion.

■ Property Management. The Element LA Property is managed by Hudson OP Management, LLC pursuant to a management agreement. Under the related loan documents, the Element LA Property is required to remain managed by Hudson OP Management, LLC or any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender (i) if an event of default under the Element LA Loan is continuing, (ii) if the property manager is the subject of a bankruptcy action, (iii) if a material default occurs under the management agreement (beyond applicable notice and cure periods), including, but not limited to, the commission by the property manager or the borrower of fraud, gross negligence, willful misconduct or misappropriation of funds, or (iv) if 50% or more of the direct or indirect ownership interest or control of the property manager has changed.

■ Mezzanine or Secured Subordinate Indebtedness. The related loan documents permit future mezzanine financing and preferred equity after the earlier of (1) the sixth payment date after the closing date of the securitization or (2) the 24th payment date after the origination of the Element LA Loan, subject to satisfaction of certain conditions set forth in the related loan documents, including among others: (i) no event of default under the Element LA Loan exists; (ii) the structure of the mezzanine financing, including any intercreditor agreement required by lender, is in form and substance reasonably acceptable to the lender and any Rating Agency; (iii) the mezzanine loan together with the Element LA Loan has a combined loan-to-value ratio (as calculated under the related loan documents) of no greater than 57.1%; (iv) the debt service coverage ratio (as calculated under the related loan documents and taking into account the mezzanine loan and the Element LA Loan) is at least 1.90x; (v) the combined debt yield (as calculated under the related loan documents) of the mezzanine loan and the Element LA Loan is equal to or greater than 9%; (vi) the mezzanine loan is subordinate to the Element LA Loan; and (vii) receipt of a Rating Agency Confirmation.

■ Terrorism Insurance. The borrower is required to maintain insurance for, among other forms of coverage, terrorism and acts of terrorism, subject to certain conditions under the related loan documents, so long as the lender determines that either (i) prudent owners of real estate comparable to the Element LA Property are maintaining same or (ii) prudent institutional lenders (including, without limitation, investment banks) to such owners are requiring that such owners maintain such insurance. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-72

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-73

GLENBROOK SQUARE

B-74

GLENBROOK SQUARE

B-75

GLENBROOK SQUARE

B-76

GLENBROOK SQUARE

B-77

GLENBROOK SQUARE

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Fort Wayne, Indiana	Cut-off Date Principal Balance(5)		$60,000,000
Property Type	Retail	Cut-off Date Principal Balance per SF(1)(3)		$161.10
Size (SF)(1)	1,005,604	Percentage of Initial Pool Balance		7.3%
Total Occupancy as of 8/31/2015(2)	96.4%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/31/2015(2)	95.6%	Type of Security		Fee Simple
Year Built / Latest Renovation	1966 / 1998	Mortgage Rate		4.2715%
Appraised Value	$279,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)		24
Underwritten Revenues	$24,501,208
Underwritten Expenses	$8,630,225	Escrows(6)
Underwritten Net Operating Income (NOI)	$15,870,983		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$14,851,052	Taxes	$0	$0
Cut-off Date LTV Ratio(3)	58.1%	Insurance	$0	$0
Maturity Date LTV Ratio(3)(4)	48.1%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF(3)	1.66x / 1.55x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF(3)	9.8% / 9.2%	Other	$0	$0

Sources and Uses

Sources	$	%	Uses	$	%
Whole Loan Amount	$162,000,000	100.0%	Principal Equity Distribution(7)	$161,372,305	99.6%
			Closing Costs	627,695	0.4%
Total Sources	$162,000,000	100.0%	Total Uses	$162,000,000	100.0%

(1) Size (SF) does not include 221,000 SF for Sears which is not part of the collateral and includes 2,166 SF of non-GLA kiosk and storage space.

(2) Total Occupancy and Owned Occupancy includes three tenants totaling 10,711 SF (New Trend 5,193 SF, Unique Gifts 4,324 SF and Hearts for Africa/Unslaved 1,194 SF) that have executed leases but are not yet in occupancy or have begun paying rent. We cannot assure you that these tenants will take occupancy or begin paying rent as expected or at all. Total Occupancy and Owned Occupancy excluding these three tenants are 95.6% and 94.6%, respectively.

(3) Calculated based on the aggregate balance of the Glenbrook Square Whole Loan.

(4) The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $286,000,000. The Maturity Date LTV Ratio calculated based on the “as-is” appraised value is 49.3%. See “—Appraisal” below.

(5) The Cut-off Date Principal Balance of $60,000,000 represents the controlling note A-1 of a $162,000,000 whole loan evidenced by two pari passu notes. The non-controlling companion loan, with a principal balance as of the Cut-off Date of $102,000,000, is expected to be contributed to one or more future securitization transactions.

(6) See “—Escrows” below.

(7) The prior debt on the Glenbrook Square Property was paid off in March 2015.

■ The Mortgage Loan. The mortgage loan (the “Glenbrook Square Loan”) is part of a whole loan structure (the “Glenbrook Square Whole Loan”) comprised of two pari passu notes that are secured by a first mortgage encumbering the borrower’s fee simple interest in a retail property located in Fort Wayne, Indiana (the “Glenbrook Square Property”). The Glenbrook Square Loan (evidenced by note A-1) has an outstanding principal balance as of the Cut-off Date of $60,000,000 and represents approximately 7.3% of the Initial Pool Balance. The related companion loan (the “Glenbrook Square Companion Loan”) has an outstanding principal balance as of the Cut-off Date of $102,000,000 which represents a non-controlling interest in the Glenbrook Square Whole Loan that is currently held by Goldman Sachs Mortgage Company and is expected to be contributed to one or more future securitization transactions. The Glenbrook Square Whole Loan was originated by Goldman Sachs Mortgage Company on October 20, 2015. The Glenbrook Square Whole Loan has an original principal balance of $162,000,000 and each note has an interest rate of 4.2715% per annum. The borrower utilized the proceeds of the Glenbrook Square Whole Loan to return equity to the borrower sponsor and pay loan origination costs.

The Glenbrook Square Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Glenbrook Square Loan requires interest only payments on each due date through and including the due date in November 2017 and thereafter requires payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date of the Glenbrook Square Loan is the due date in November 2025. Voluntary prepayment of the Glenbrook Square Loan is prohibited prior to August 6, 2025. Provided no event of default under the Glenbrook Square Loan documents has occurred and is continuing, at any time prior to the maturity date and after the earlier to occur of (i) the second anniversary of the closing date of the securitization into which the last piece of the Glenbrook Square Whole Loan is deposited and (ii) the third anniversary of the origination of the Glenbrook Square Whole Loan, the Glenbrook Square Loan may be defeased with certain direct, non-callable obligations of the United States of America or other obligations which are “government securities” permitted under the Glenbrook Square Loan documents.

B-78

GLENBROOK SQUARE

■ The Mortgaged Property. The Glenbrook Square Property is approximately 1,005,604 SF of an approximately 1,226,604 SF super-regional mall located in Fort Wayne, Indiana. Fort Wayne is located in northeastern Indiana. The Glenbrook Square Property is approximately two miles north of the Fort Wayne business district and approximately one mile west of the Indiana University-Purdue University Fort Wayne campus. The Glenbrook Square Property was constructed in 1966 and was renovated in 1998. The Glenbrook Square Property includes tenants such as Macy’s, JCPenney, Carson’s, Victoria’s Secret, Forever 21 and H&M. Sears (221,000 SF) is not part of the collateral. The Glenbrook Square Property generates in-line, less than 10,000 SF comparable tenant (tenants that report sales and have been in occupancy for a minimum of two Januaries) sales of approximately $427 per SF and an occupancy cost of 14.9% as of July 31, 2015. As of August 31, 2015, the Total Occupancy was 96.4% and Owned Occupancy was 95.6%.

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the Glenbrook Square Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of Total GLA		Mortgage Loan Collateral Interest	Total Rent	Total Rent $ per SF	Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF(2)	Occupancy Cost(3)		Renewal / Extension Options
Anchors
Macy’s	BBB+ / Baa2 / BBB+	242,199	19.7	%	Yes	$549,525	$2.27	1/31/2027	$140	1.2	%	2, 15-year options
Sears	C / Caa3 / CCC+	221,000	18.0		No	0	0.00	NA	NA	NA		NA
JCPenney	B- / NR / CCC+	191,671	15.6		Yes	949,811	4.96	5/31/2018	$100	4.6	%	5, 5-year options
Carson’s	NR / Caa2 / B-	122,000	9.9		Yes	1,005,522	8.24	1/31/2029	$74	11.1	%	4, 5-year options
Total Anchors		776,870	63.3	%		$2,504,858	$3.22
Jr. Anchors
Barnes & Noble	NR / NR / NR	26,889	2.2	%	Yes	$350,000	$13.02	1/31/2018	$184	7.1	%	2, 5-year options
H&M	NR / NR / NR	18,000	1.5		Yes	153,108	8.51	1/31/2016	$170	5.0	%	NA
Shoe Dept. Encore	NR / NR / NR	13,849	1.1		Yes	212,455	15.34	3/31/2025	$90	14.4	%	1, 5-year option
MC Sports	NR / NR / NR	12,701	1.0		Yes	138,048	10.87	7/31/2020	$102	8.1	%	NA
Victoria’s Secret	NR / NR / NR	12,079	1.0		Yes	824,658	68.27	1/31/2017	$642	10.2	%	NA
Forever 21	NR / NR / NR	11,900	1.0		Yes	684,439	57.52	10/31/2016	$211	25.8	%	NA
Total Jr. Anchors		95,418	7.8	%		$2,362,709	$24.76
Occupied In-line(4)		293,523	23.9	%		$16,735,506	$57.02
Occupied Kiosk		0	0.0			$0	$0.00
Occupied Storage		0	0.0			$0	$0.00
Occupied Other		16,962	1.4			$647,361	$38.17
Vacant Spaces		43,831	3.6			$0	$0.00
Total Owned SF		1,005,604	82.0	%
Total SF		1,226,604	100.0	%

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Sales for Carson’s is for the trailing 12-months ending January 31, 2015, sales for JCPenney are for the trailing 12-months ending February 28, 2015 and sales for Macy’s is for the trailing 12-months ending July 31, 2015. Tenant Sales per SF is calculated as follows: tenant sales provided by the tenant to the borrower as of July 31, 2015 divided by the applicable tenant’s GLA from the August 31, 2015 rent roll.

(3) Occupancy cost is calculated as the ratio of the sum of base rent, CAM, RE taxes and insurance reimbursements over total sales.

(4) Includes three tenants totaling 10,711 SF (New Trend 5,193 SF, Unique Gifts 4,324 SF and Hearts for Africa/Unslaved 1,194 SF) that have executed leases but are not yet in occupancy or have begun paying rent.

B-79

GLENBROOK SQUARE

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Glenbrook Square Property:

Ten Largest Owned Tenants Based On Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA(2)	% of Owned GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF(2)	Occupancy Cost(3)	Renewal / Extension Options
Carson’s	NR / Caa2 / B-	122,000	12.1	%	$750,300	5.2	%	$6.15	1/31/2029	$74	11.1%	4, 5-year options
JCPenney	B- / NR / CCC+	191,671	19.1		678,723	4.7		3.54	5/31/2018	$100	4.6%	5, 5-year options
Forever 21	NR / NR / NR	11,900	1.2		648,739	4.5		54.52	10/31/2016	$211	25.8%	NA
Finish Line	NR / NR / NR	7,600	0.8		587,632	4.1		77.32	2/28/2018	$558	13.9%	NA
Express	NR / NR / NR	8,057	0.8		435,320	3.0		54.03	1/31/2021	$225	24.0%	NA
Champs Sports	NR / NR / NR	6,463	0.6		412,727	2.9		63.86	1/31/2025	$473	16.1%	NA
Foot Locker/House of Hoops	NR / Ba1 / BB+	5,054	0.5		392,089	2.7		77.58	8/31/2023	$638	14.0%	NA
Barnes & Noble	NR / NR / NR	26,889	2.7		350,000	2.4		13.02	1/31/2018	$184	7.1%	2, 5-year options
Red Robin Gourmet Burgers	NR / NR / NR	6,899	0.7		321,399	2.2		46.59	3/31/2025	$529	10.6%	NA
Rogers & Hollands Jewelers	NR / NR / NR	2,039	0.2		300,000	2.1		147.13	1/31/2019	$1,305	14.4%	NA
Ten Largest Owned Tenants		388,572	38.6	%	$4,876,929	33.7	%	$12.55
Remaining Owned Tenants(4)		573,201	57.0		9,588,765	66.3		16.73
Vacant Spaces (Owned Space)		43,831	4.4		0	0.0		0.00
Total / Wtd. Avg. All Owned Tenants		1,005,604	100.0	%	$14,465,693	100.0	%	$15.04

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Sales for Carson’s is for the trailing 12-months ending January 31, 2015, sales for JCPenney are for the trailing 12-months ending February 28, 2015 and sales for Macy’s is for the trailing 12-months ending July 31, 2015. Tenant Sales per SF is calculated as follows: tenant sales provided by the tenant to the borrower as of July 31, 2015 divided by the applicable tenant’s GLA from the August 31, 2015 rent roll.

(3) Occupancy cost is calculated as the ratio of the sum of base rent, CAM, RE taxes and insurance reimbursements over total sales.

(4) Includes three tenants totaling 10,711 SF (New Trend 5,193 SF, Unique Gifts 4,324 SF and Hearts for Africa/Unslaved 1,194 SF) that have executed leases but are not yet in occupancy or have begun paying rent.

The following table presents certain information relating to the lease rollover schedule at the Glenbrook Square Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# Expiring Tenants
MTM	51,087	5.1	%	5.1%	$0	0.0	%	$0.00	25
2015	138	0.0		5.1%	33,700	0.2		244.20	1
2016	67,262	6.7		11.8%	2,053,313	14.2		30.53	14
2017	68,149	6.8		18.6%	2,696,048	18.6		39.56	23
2018	258,029	25.7		44.2%	2,951,956	20.4		11.44	15
2019	19,224	1.9		46.1%	794,941	5.5		41.35	6
2020	18,210	1.8		47.9%	562,812	3.9		30.91	4
2021	17,179	1.7		49.6%	939,265	6.5		54.68	8
2022	7,357	0.7		50.4%	207,729	1.4		28.24	2
2023	23,947	2.4		52.8%	1,075,475	7.4		44.91	7
2024	18,542	1.8		54.6%	695,898	4.8		37.53	6
2025	42,393	4.2		58.8%	1,367,066	9.5		32.25	9
2026 & Thereafter	370,256	36.8		95.6%	1,087,490	7.5		2.94	3
Vacant	43,831	4.4		100.0%	0	0.0		0.00	0
Total / Wtd. Avg.	1,005,604	100.0	%		$14,465,693	100.0	%	$15.04	123

(1) Calculated based on the approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the Glenbrook Square Property:

Historical Leased %⁽¹⁾

	2013	2014
Owned Space	97.9%	96.5%

(1) As provided by the borrower and represents occupancy as of December 31, for the indicated year. Includes SNO tenants, and excludes non GLA kiosk and storage space.

B-80

GLENBROOK SQUARE

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Glenbrook Square Property:

Cash Flow Analysis⁽¹⁾⁽²⁾

	2013	2014	TTM 8/31/2015	Underwritten(3)		Underwritten $ per SF
Base Rent	$13,782,878	$14,408,362	$14,270,756	$14,465,693		$14.39
Overage Rent	418,291	412,548	369,762	213,666		0.21
Other Rental Revenue(4)	1,811,341	1,755,861	1,728,645	1,717,444		1.71
Gross Up Vacancy	0	0	0	2,554,737		2.54
Total Rent	$16,012,509	$16,576,772	$16,369,163	$18,951,541		$18.85
Total Reimbursable	6,381,062	7,870,854	7,794,222	7,571,074		7.53
Other Income	458,644	594,686	870,533	533,331		0.53
Vacancy & Credit Loss	43,898	27,853	76,544	(2,554,737	)	(2.54	)
Effective Gross Income	$22,896,113	$25,070,164	$25,110,462	$24,501,208		$24.36
Total Operating Expenses(5)	$6,815,682	$8,373,167	$7,989,907	$8,630,225		$8.58
Net Operating Income	$16,080,431	$16,696,997	$17,120,555	$15,870,983		$15.78
TI/LC	0	0	0	748,418		0.74
Capital Expenditures	0	0	0	271,513		0.27
Net Cash Flow	$16,080,431	$16,696,997	$17,120,555	$14,851,052		$14.77

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Historical financials include prior year adjustments related to real estate tax expense, real estate tax reimbursement as well as nonrecurring charges related to lease termination income and insurance loss, among other prior year adjustments and one-time adjustments. If the non-recurring charges were excluded and the prior year charges had been adjusted to reflect the year in which they applied, the cash flow line items would be as follows: Total Reimbursements of $7,284,396, $7,897,758 and $7,837,546 for 2013, 2014 and TTM 8/31/2015, respectively; Other Income of $494,058 and $540,707 for 2014 and TTM 8/31/2015, respectively; Total Operating Expenses of $9,069,366, $8,771,199  and $8,475,147 for 2013, 2014 and TTM 8/31/2015, respectively.

(3) Underwritten cash flow based on the 8/31/2015 rent roll with rent steps through 12/31/2016.

(4) Inclusive of kiosk, temporary tenant, specialty leasing and other miscellaneous income.

(5) The Glenbrook Square Property is self-managed and no management fee was recorded historically. The underwritten cash flows include a pro forma historical and underwritten management fee of 2.0% based on the conclusion of the appraisal.

■ Appraisal. According to the appraisal, the Glenbrook Square Property had an “as-is” appraised value of $279,000,000 as of September 25, 2015 and a “prospective market value upon stabilization” appraised value of $286,000,000 as of October 1, 2016, after lease up of the Glenbrook Square Property to a 98.7% average occupancy for the year ending September 2017.

■ Environmental Matters. According to a Phase I environmental report, dated October 6, 2015, there are no recognized environmental conditions or recommendations for further action at the Glenbrook Square Property other than (i) a recommendation for the closure of a heating oil underground storage tank located at the Glenbrook Square Property and (ii) a recommendation for a lead-based paint and lead-containing paint materials operations and maintenance plan. With regard to the underground storage tank, the borrower has instructed the applicable tenant to determine if the underground storage tank exists or has been removed, and if the underground storage tank exists, take appropriate steps to formally register and close the underground storage tank in accordance with regulatory requirements. If the underground storage tank has been removed the borrower has instructed the applicable tenant to provide the borrower with documentation indicating that such work has already been completed. See “Description of the Mortgage Pool—Environmental Considerations” in the Free Writing Prospectus.

■ Market Overview and Competition. The Glenbrook Square Property is located approximately two miles north of the Fort Wayne business district. The Glenbrook Square Property is surrounded by a community with an average household income of over $62,000 and a trade area population of over 300,000 in the 10-mile radius trade area defined by the appraisal. The Glenbrook Square Property has good regional access, with I-69 accessible approximately one mile to the northwest via Lima Road. I-69 is the primary interstate serving the Fort Wayne area and extends southwest to connect with the Indianapolis MSA to the southwest and central Michigan to the north. The Indiana University-Purdue University Fort Wayne campus is located one mile east of the Glenbrook Square Property and drives demand in the region with a population of approximately 20,000 students. The Glenbrook Square Property is the primary asset in the local trade area and the local competition is limited to Jefferson Pointe, a Von Maur, Marshalls and IMAX anchored lifestyle center, located 4 miles away from the Glenbrook Square Property. The closest regional mall is Concord Mall which is located 54 miles away.

B-81

GLENBROOK SQUARE

The following table presents certain information relating to the primary competition for the Glenbrook Square Property:

Competitive Set⁽¹⁾

	Glenbrook Square	Jefferson Pointe	Concord Mall	Lima Mall	Muncie Mall
Distance from Subject	-	4.2 miles	54.2 miles	56.5 miles	62.2 miles
Property Type	Retail	Retail	Retail	Retail	Retail
Year Built	1966	2001	1972/1996	1965/1995	1970/1997
Total GLA	1,224,604	600,000	628,466	742,000	636,000
Total Occupancy	96.4%	80%	85%	95%	80%
Anchors & Jr. Anchors	Macy’s, Sears, JCPenney, Carson’s	Von Maur, Marshalls, Michaels, Old Navy, Bed Bath & Beyond, Barnes & Noble	JCPenney, Carson’s, Hobby Lobby	Macy’s, JCPenney, Sears, Elder-Beerman	Macy’s, JCPenney, Sears, Carson’s

(1) Source: Appraisal

■ The Borrower. The borrower is GGP-Glenbrook L.L.C., a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Glenbrook Square Loan. The non-recourse carveout guarantor under the Glenbrook Square Loan is GGP Limited Partnership, an indirect owner of the borrower.

General Growth Properties, Inc. (“GGP”), the indirect owner of GGP Limited Partnership, is a self-administered REIT focused on owning, managing, leasing and redeveloping regional malls throughout the United States. As of November 2015, GGP had an equity capitalization of approximately $24.3 billion and an enterprise value of approximately $38.4 billion.

■ Escrows. On the origination date, no reserves were funded. On each due date during the continuance of a Glenbrook Square Trigger Period, the Glenbrook Square Loan documents require (i) a tax and insurance reserve deposit in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period (but excluding any payments in respect of taxes to be made directly by a third party), provided, however, that reserve deposits for insurance premiums are not required if the borrower is maintaining a blanket policy in accordance with the related loan documents and there is no continuing event of default or the borrower has failed to deliver satisfactory evidence to the lender when and as required, (ii) a tenant improvement and leasing commission reserve deposit equal to $36,043, capped at $432,511 and (iii) a capital expenditure reserve deposit equal to $9,011, capped at $108,128.

A “Glenbrook Square Trigger Period” means any period (i) commencing upon the debt service coverage ratio (as calculated under the Glenbrook Square Loan documents) for the trailing 12-month period (as of the last day of any fiscal quarter) falling below 1.25x and ending at the conclusion of a fiscal quarter for which the debt service coverage ratio is greater than or equal to 1.25x and (ii) during the continuance of an event of default under the Glenbrook Square Loan, but prior to the occurrence of foreclosure proceedings, the exercise of a power of sale or proceedings for the appointment of a receiver, or any judicial action in respect of the Glenbrook Square Loan initiated by the lender and ending upon the affirmative written waiver of the event of default under the Glenbrook Square Loan by the lender.

■ Lockbox and Cash Management. The Glenbrook Square Loan is structured with a hard lockbox and springing cash management. The Glenbrook Square Loan documents require that the borrower direct tenants to pay rent directly to a lender-controlled lockbox account, that all credit card receivables be remitted directly into the lockbox account and that all cash revenues relating to the Glenbrook Square Property and all other money received by the borrower or the property manager with respect to the Glenbrook Square Property (other than tenant security deposits) be deposited into such lockbox account or the cash management account by the end of the third business day following receipt. For so long as no Glenbrook Square Trigger Period or event of default under the Glenbrook Square Loan is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account on a daily basis. During the continuance of a Glenbrook Square Trigger Period or event of default under the Glenbrook Square Loan, all funds in the lockbox account are required to be swept into a lender-controlled cash management account on a weekly basis. On each due date during the continuance of a Glenbrook Square Trigger Period or, at the lender’s discretion, during an event of default under the Glenbrook Square Loan, the Glenbrook Square Loan documents require that all amounts on deposit in the cash management account after payment of debt service, required reserves and operating expenses, be reserved in an excess cash flow reserve account.

B-82

GLENBROOK SQUARE

■ Property Management. The Glenbrook Square Property is currently self-managed by the borrower. Under the Glenbrook Square Property Loan documents, the Glenbrook Square Property is required to either (i) remain self-managed by the borrower (if and so long as GGP owns no less than 35% interest in the borrower) or (ii) managed by General Growth Management, Inc., General Growth Services, Inc., any affiliate of GGP or any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. To the extent that the Glenbrook Square Property is not self-managed, the lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender (i) during the continuance of an event of default under the Glenbrook Square Loan, (ii) upon the occurrence of a material default by the property manager or (iii) if the property manager files for or is the subject of a petition in bankruptcy. In addition, in the event that the Glenbrook Square Property is self-managed, during the continuance of a monetary or other material event of default under the Glenbrook Square Loan, the lender has the right to require that the borrower terminate any agreement between the borrower and an affiliate of the borrower.

■ Release, Substitution and Addition of Collateral. The borrower may (a) obtain the release of certain vacant, non-income producing and unimproved parcels in connection with the conveyance of such parcels to one or more third parties that are not owned or controlled by the borrower, without the payment of a release price, (b) substitute certain vacant, non-income producing parcels of land for newly acquired parcels of land, and (c) acquire certain parcels of land to be added to the Glenbrook Square Property,  in each case, subject to certain conditions set forth in the loan agreement, including among others (i) no event of default continuing under the Glenbrook Square Loan, (ii) a determination that certain REMIC requirements will be met and (iii) delivery of a Rating Agency Confirmation.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Glenbrook Square Property (plus business interruption coverage from the period from the date of any casualty to the date that the Glenbrook Square Property is repaired or replaced and operations are resumed (regardless of the length of such period) plus an additional period of indemnity covering the 12 months following restoration). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower will be required to carry terrorism insurance throughout the term of the Glenbrook Square Loan as described in the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the related loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance will not have a deductible in excess of 3% of the total insurable value of the Glenbrook Square Property. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Glenbrook Square Property are separately allocated to the Glenbrook Square Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-83

HAMMONS HOTEL PORTFOLIO

B-84

HAMMONS HOTEL PORTFOLIO

B-85

HAMMONS HOTEL PORTFOLIO

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	7	Loan Seller		GSMC
Location (City/State)	Various	Cut-off Date Principal Balance(4)		$45,146,314
Property Type	Hospitality	Cut-off Date Principal Balance per Room(2)		$133,881.92
Size (Rooms)	1,869	Percentage of Initial Pool Balance		5.5%
Total TTM Occupancy as of 6/30/2015	74.8%	Number of Related Mortgage Loans		None
Owned TTM Occupancy as of 6/30/2015	74.8%	Type of Security		Fee Simple / Leasehold
Year Built / Latest Renovation	2006, 2007, 2008, 2010 / 2015	Mortgage Rate		4.9535%
Appraised Value(1)	$367,320,502	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)	NAP
Underwritten Revenues	$104,481,960
Underwritten Expenses	$73,369,148
Underwritten Net Operating Income (NOI)	$31,112,812	Escrows
Underwritten Net Cash Flow (NCF)	$26,933,534		Upfront	Monthly
Cut-off Date LTV Ratio(1)(2)	68.1%	Taxes	$3,172,482	$358,585
Maturity Date LTV Ratio(2)(3)	55.5%	Insurance	$0	$0
DSCR Based on Underwritten NOI / NCF(2)	1.94x / 1.68x	FF&E(5)	$0	$360,433
Debt Yield Based on Underwritten NOI / NCF(2)	12.4% / 10.8%	Other(6)	$8,562,974	$98,159

Sources and Uses
Sources	$	%	Uses	$	%
Whole Loan Amount	$250,800,000	100.0%	Loan Payoff	$214,972,179	85.7%
			Principal Equity Distribution	20,464,715	8.2
			Reserves	11,735,456	4.7
			Closing Costs	3,627,650	1.4
Total Sources	$250,800,000	100.0%	Total Uses	$250,800,000	100.0%

(1) The Appraised Value represents the aggregate “as-is” appraised value of the Hammons Hotel Portfolio Properties of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at the three Marriott properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs. The Cut-off Date LTV Ratio calculated on the basis of the aggregate “as-is” appraised value without adding the capital deduction is 68.8%. See “—Appraisals” below.

(2) Calculated based on the aggregate outstanding principal balance of the Hammons Hotel Portfolio Whole Loan.

(3) The Maturity Date LTV Ratio is calculated utilizing the aggregate “as stabilized” appraised value of $371,300,000 which includes “as stabilized” appraised values for three of the Hammons Hotel Portfolio Properties. The Maturity Date LTV Ratio calculated on the basis of the aggregate “as-is” appraised value adding the $3,570,502 capital deduction is 56.1% and the Maturity Date LTV Ratio calculated on the basis of the aggregate “as-is” appraised value without adding the $3,570,502 capital deduction is 56.6%. See “—Appraisals” below.

(4) The Cut-off Date Principal Balance of $45,146,314 represents the non-controlling note A-3 of a $250,800,000 whole loan evidenced by four pari passu notes. The related companion loans are respectively evidenced by the controlling note A-1 with an outstanding principal balance of $99,770,859 as of the Cut-off Date, which was contributed to the Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through Certificates, Series 2015-GC33 (“CGCMT 2015-GC33”) transaction, a non-controlling note A-2 with an outstanding principal balance of $72,333,873 as of the Cut-off Date, which was contributed to the Goldman Sachs Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (“GSMS 2015-GC34”) and note A-4 with an outstanding principal balance of $32,974,269, which is expected to be contributed to one or more future securitization transactions.

(5) On each due date, the borrowers are required to fund the FF&E reserve in an amount equal to the greater of (i) any franchise-mandated amount and (ii) 4.0% of the actual revenues from the respective properties for the most recently ended calendar month. See “—Escrows” below.

(6) Other reserve represents property improvement costs ($7,890,000) and a ground lease reserve ($672,974 upfront and $98,159 monthly). See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “Hammons Hotel Portfolio Loan”) is part of a whole loan (the “Hammons Hotel Portfolio Whole Loan”) evidenced by four pari passu notes that are secured by first mortgages encumbering the borrowers’ fee simple and/or leasehold interests in a portfolio of full service, limited service and extended stay hotels located in various states (each individually, a “Hammons Hotel Portfolio Property” and, collectively, the “Hammons Hotel Portfolio Properties”). The Hammons Hotel Portfolio Loan (evidenced by note A-3), which represents a non-controlling interest in the Hammons Hotel Portfolio Whole Loan, will be contributed to the Issuing Entity, has an outstanding principal balance as of the Cut-off Date of $45,146,314 and represents approximately 5.5% of the Initial Pool Balance. The related companion loans (the “Hammons Hotel Portfolio Companion Loans”), are evidenced by note A-1, which represents the controlling interest in the Hammons Hotel Portfolio Whole Loan and was contributed to the CGCMT 2015-GC33 transaction, note A-2, which represents a non-controlling interest in the Hammons Hotel Portfolio Whole Loan and was contributed to the GSMS 2015-GC34 transaction and note A-4, each of which represents a non-controlling interest in the Hammons Hotel Portfolio Whole Loan and is currently held by Goldman Sachs Mortgage Company outside of the Issuing Entity. The Hammons Hotel Portfolio Companion Loans have an aggregate outstanding principal balance as of the Cut-off Date of $205,079,002 and note A-4 is expected to be contributed to one or more future securitization transactions. The Hammons Hotel Portfolio Whole Loan was originated by Goldman Sachs Mortgage Company on August 13, 2015. The Hammons Hotel Portfolio Whole Loan had an original principal balance of $250,800,000 and each note accrues interest at a rate of 4.9535% per annum. The borrowers utilized the proceeds of the Hammons Hotel Portfolio Whole Loan to refinance the existing debt on the Hammons Hotel Portfolio Properties, fund reserves, pay origination costs and return equity to the borrower sponsor.

B-86

HAMMONS HOTEL PORTFOLIO

The Hammons Hotel Portfolio Whole Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The Hammons Hotel Portfolio Whole Loan requires monthly payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date of the Hammons Hotel Portfolio Whole Loan is the due date in September 2025. Other than in connection with the release of a Hammons Hotel Portfolio Property as described under “—Release of Collateral” below, voluntary prepayment of the Hammons Hotel Portfolio Loan is permitted on or after the due date in June 2025 without payment of any prepayment premium. Provided that no event of default under the Hammons Hotel Portfolio Whole Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the earlier of (a) the third anniversary of the origination date of the Hammons Hotel Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Hammons Hotel Portfolio Whole Loan is deposited.

In addition, at any time on or after the first due date following the earlier of (a) the third anniversary of the origination date of the Hammons Hotel Portfolio Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Hammons Hotel Portfolio Whole Loan is deposited, in connection with a partial defeasance of the Hammons Hotel Portfolio Whole Loan, the borrower is permitted to prepay the Hammons Hotel Portfolio Property only to the extent necessary to cause the debt service coverage ratio (as calculated under the related loan documents) for the related trailing 12-month period (ending on the last day of any fiscal quarter) to be no less than the greater of (a) 1.86x and (b) the debt service coverage ratio immediately prior to the release, and which prepayment is required to include the applicable yield maintenance premium (as described under the related loan documents).

■ The Mortgaged Properties. The Hammons Hotel Portfolio Properties consist of seven hotels totaling 1,869 rooms, including four Embassy Suites hotels, one Courtyard by Marriott hotel, one Residence Inn by Marriott hotel and one Renaissance by Marriott hotel. Four of the Hammons Hotel Portfolio Properties have convention centers located immediately adjacent to the respective hotel and are included as collateral for the Hammons Hotel Portfolio Whole Loan. The borrower sponsor developed the Hammons Hotel Portfolio Properties between 2006 and 2010, with an estimated cost basis in excess of $378,000,000.

Embassy Suites Concord, NC Property

The Embassy Suites Concord, NC Property opened in 2007 and consists of a 308-room, full service hotel and an adjacent approximately 42,000 SF convention center located in Concord, North Carolina, east of Charlotte. The respective borrower has a fee simple ownership interest in the hotel and a leasehold ownership interest in the convention center at the Embassy Suites Concord, NC Property. There are no significant planned renovations at the Embassy Suites Concord, NC Property.

Embassy Suites Murfreesboro, TN Property

The Embassy Suites Murfreesboro, TN Property opened in 2008 and consists of a 283-room, full service hotel and an adjacent approximately 41,802 SF convention center located in Murfreesboro, Tennessee, just south of Nashville. An owner of the respective borrower has a fee simple ownership interest in the Embassy Suites Murfreesboro, TN Property. Approximately $26,400 of underwritten revenue is attributed to third-party antenna leases at the Embassy Suites Murfreesboro, TN Property. There are no significant planned renovations at the Embassy Suites Murfreesboro, TN Property.

Embassy Suites Norman, OK Property

The Embassy Suites Norman, OK Property opened in 2008 and consists of a 283-room, full service hotel and the adjacent approximately 43,346 SF convention center located in Norman, Oklahoma, within five miles of the University of Oklahoma’s main campus. The respective borrower has a fee simple ownership interest in the Embassy Suites Norman, OK Property. There are no significant planned renovations at the Embassy Suites Norman, OK Property.

Courtyard by Marriott Dallas/Allen, TX Property

The Courtyard by Marriott Dallas/Allen, TX Property opened in 2010 and consists of a 228-room, limited service hotel located in Allen, Texas, approximately 35 miles north of Dallas. The Courtyard by Marriott Dallas/Allen, TX Property is adjacent to the Allen Event Center and surrounded by retail and entertainment space. The respective borrower has a fee simple ownership interest in the Courtyard by Marriott Dallas/Allen, TX Property.

B-87

HAMMONS HOTEL PORTFOLIO

Approximately $60,000 of underwritten revenue is attributed to third-party antenna leases at the Courtyard by Marriott Dallas/Allen, TX Property. There are planned renovations and capital improvements including new flooring and wall vinyl for common areas and guestrooms, totaling approximately $1,944,314 (for which the borrower has reserved $1,940,000) at the Courtyard by Marriott Dallas/Allen, TX Property.

Renaissance by Marriott Phoenix/Glendale, AZ Property 

The Renaissance by Marriott Phoenix/Glendale, AZ Property opened in 2007 and consists of a 320-room, full service hotel located in Glendale, Arizona, a parking garage and the adjacent approximately 147,503 SF convention center and expo hall. The Renaissance by Marriott Phoenix/Glendale, AZ Property is adjacent to the University of Phoenix Stadium (home of the NFL’s Arizona Cardinals), the Gila River Arena (home of the NHL’s Arizona Coyotes), and the Westgate Entertainment District (featuring 8,000,000 SF of retail and entertainment space). The respective borrower has a fee simple ownership interest in the hotel and a space lease interest in the convention center, expo hall and parking garage at the Renaissance by Marriott Phoenix/Glendale, AZ Property. Approximately $6.3 million of underwritten revenue is attributed to operations from the space lease interest in the convention center, expo hall and parking garage. Approximately $12,000 of underwritten revenue is attributed to a third party antenna lease at the Renaissance by Marriott Phoenix/Glendale, AZ Property. There are planned renovations and capital improvements in 2016 totaling approximately $650,000 and a full property renovation beginning in 2017 which will include new flooring for all common areas and guestrooms (for which the borrower has reserved $5,000,000) at the Renaissance by Marriott Phoenix/Glendale, AZ Property.

Embassy Suites Huntsville, AL Property

The Embassy Suites Huntsville, AL Property opened in 2006 and consists of a 295-room, full service hotel and parking garage located in Huntsville, Alabama. The Embassy Suites Huntsville, AL Property is adjacent to, and is the only hotel with an interior skywalk connecting to the Von Braun Center, which is a 170,000 SF conference center that includes a 21,624 SF arena. The respective borrower has a leasehold ownership interest in the hotel and parking garage at the Embassy Suites Huntsville, AL Property. Approximately $285,000 of underwritten revenue is attributed to a lease with Ruth’s Chris Steakhouse, and approximately $11,500 of underwritten revenue is attributed to a lease with a gift shop at the Embassy Suites Huntsville, AL Property. There are no significant planned renovations at the Embassy Suites Huntsville, AL Property.

Residence Inn by Marriott Kansas City, MO Property 

The Residence Inn by Marriott Kansas City, MO Property opened in 2007 was renovated in 2015 and consists of a 152-room, extended stay hotel located in Kansas City, Missouri. The Residence Inn by Marriott Kansas City, MO Property is within 5 miles of the Kansas City airport and the respective borrower has a fee simple ownership interest in the hotel at the Residence Inn by Marriott Kansas City, MO Property. There are planned renovations and capital improvements, including guestroom updates and new flooring/wall vinyl for common areas, totaling approximately $976,188 (for which the borrower has reserved $950,000) at the Residence Inn by Marriott Kansas City, MO Property.

The following table presents certain information relating to the Hammons Hotel Portfolio Properties:

Property	Cut-off Date Allocated Loan Amount	Rooms	Occupancy	Year Built	Appraised Value(1)	UW NCF	UW NCF per Room
Embassy Suites Concord, NC	$11,252,377	308	75.5%	2007	$89,300,000	$7,292,421	$23,677
Embassy Suites Murfreesboro, TN	9,135,468	283	78.0%	2008	72,500,000	5,706,173	20,163
Embassy Suites Norman, OK	7,076,523	283	74.3%	2008	54,600,000	3,945,402	13,941
Courtyard by Marriott Dallas/Allen, TX	5,617,711	228	77.9%	2010	43,344,314	3,170,771	13,907
Renaissance by Marriott Phoenix/Glendale, AZ	5,406,260	320	63.8%	2007	55,200,000	3,046,468	9,520
Embassy Suites Huntsville, AL	4,561,434	295	78.2%	2006	36,200,000	2,640,907	8,952
Residence Inn by Marriott Kansas City, MO	2,096,541	152	80.9%	2007	16,176,188	1,131,392	7,443
Total / Wtd. Avg.	$45,146,314	1,869	74.8%		$367,320,502	$26,933,534	$14,411

(1) The Appraised Value represents the aggregate “as-is” appraised value of the Hammons Hotel Portfolio Properties of $363,750,000 plus a $3,570,502 capital deduction related to franchise mandated capital improvements at the three Marriott properties for which the borrowers reserved $7,890,000 for the estimated mandatory and additional elective capital improvement costs. See “—Appraisals” below.

B-88

HAMMONS HOTEL PORTFOLIO

The following table presents certain information relating to the 2014 demand analysis with respect to the Hammons Hotel Portfolio Properties based on market segmentation, as provided in the appraisals for the Hammons Hotel Portfolio Properties:

Estimated 2014 Accommodated Room Night Demand⁽¹⁾

Property	Commercial	Meeting and Group	Leisure	Government
Embassy Suites Concord, NC	70.0%	15.0%	15.0%	0.0%
Embassy Suites Murfreesboro, TN	45.0%	45.0%	10.0%	0.0%
Embassy Suites Norman, OK	35.0%	45.0%	15.0%	5.0%
Courtyard by Marriott Dallas/Allen, TX	40.0%	20.0%	40.0%	0.0%
Renaissance by Marriott Phoenix/Glendale, AZ	10.0%	45.0%	45.0%	0.0%
Embassy Suites Huntsville, AL	40.0%	30.0%	10.0%	20.0%
Residence Inn by Marriott Kansas City, MO	20.0%	20.0%	20.0%	40.0%

(1) Source: Appraisals.

The following tables present certain information relating to historical occupancy, ADR and RevPAR at the Hammons Hotel Portfolio Properties:

Hammons Hotel Portfolio⁽¹⁾

	2010	2011	2012	2013	2014	TTM June 2015
Occupancy(2)	63.9%	66.0%	68.6%	72.1%	73.9%	74.8%
ADR	$120.36	$121.21	$122.00	$122.95	$127.57	$130.39
RevPAR	$76.85	$79.98	$83.66	$88.59	$94.27	$97.59

(1) As provided by the borrower.

(2) Reflects average occupancy as of December 31 for the specified year unless otherwise noted.

Hammons Hotel Portfolio Properties⁽¹⁾

	2010			2011			2012
Property	Occ.(2)	ADR	RevPAR	Occ.(2)	ADR	RevPAR	Occ.(2)	ADR	RevPAR
Embassy Suites Concord, NC	70.4%	$131.65	$92.69	70.0%	$133.41	$93.41	72.3%	$137.23	$99.16
Embassy Suites Murfreesboro, TN	64.5%	$124.62	$80.39	64.0%	$127.03	$81.28	70.5%	$126.27	$88.97
Embassy Suites Norman, OK	59.4%	$114.39	$67.97	59.1%	$116.10	$68.63	67.6%	$112.29	$75.91
Courtyard by Marriott Dallas/Allen, TX	47.9%	$93.70	$44.93	66.5%	$99.18	$66.00	72.0%	$104.98	$75.58
Renaissance by Marriott Phoenix/Glendale, AZ	58.5%	$142.83	$83.52	55.7%	$147.42	$82.09	53.2%	$147.42	$78.36
Embassy Suites Huntsville, AL	77.0%	$113.04	$87.07	78.4%	$113.42	$88.94	77.4%	$113.47	$87.80
Residence Inn by Marriott Kansas City, MO	66.9%	$101.77	$68.09	71.0%	$99.39	$70.59	69.6%	$103.42	$71.97
Hammons Hotel Portfolio Properties	63.90%	$120.36	$76.85	66.0%	$121.21	$79.98	68.6%	$122.00	$83.66

	2013			2014			TTM June 2015
Property	Occ.(2)	ADR	RevPAR	Occ.(2)	ADR	RevPAR	Occ.(2)	ADR	RevPAR
Embassy Suites Concord, NC	71.4%	$139.80	$99.87	74.2%	$146.44	$108.72	75.5%	$147.60	$111.43
Embassy Suites Murfreesboro, TN	76.2%	$129.23	$98.42	78.5%	$133.64	$104.94	78.0%	$134.42	$104.82
Embassy Suites Norman, OK	72.8%	$115.41	$84.00	74.1%	$118.12	$87.57	74.3%	$118.40	$87.99
Courtyard by Marriott Dallas/Allen, TX	75.0%	$111.78	$83.80	75.5%	$113.96	$86.00	77.9%	$115.61	$90.01
Renaissance by Marriott Phoenix/Glendale, AZ	60.1%	$141.54	$85.00	59.8%	$149.77	$89.57	63.8%	$163.99	$104.66
Embassy Suites Huntsville, AL	74.2%	$113.48	$84.21	78.6%	$115.22	$90.56	78.2%	$114.52	$89.55
Residence Inn by Marriott Kansas City, MO	81.0%	$97.75	$79.19	82.3%	$105.81	$87.04	80.9%	$106.41	$86.03
Hammons Hotel Portfolio Properties	72.1%	$122.95	$88.59	73.9%	$127.57	$94.27	74.8%	$130.39	$97.59

(1) As provided by the borrower.

(2) Reflects average occupancy as of December 31 for the specified year unless otherwise noted.

B-89

HAMMONS HOTEL PORTFOLIO

The following table presents certain information relating to the historical penetration rates for the Hammons Hotel Portfolio Properties, as provided in the June 2015 travel research reports:

Historical Penetration Rates⁽¹⁾

	TTM June 2013			TTM June 2014			TTM June 2015
Property	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
Embassy Suites Concord, NC	106.7%	127.9%	136.5%	104.1%	130.7%	136.1%	102.0%	127.1%	129.7%
Embassy Suites Murfreesboro, TN	110.3%	132.7%	146.5%	115.3%	131.8%	152.1%	109.8%	132.5%	145.5%
Embassy Suites Norman, OK	101.8%	115.5%	117.6%	115.9%	112.4%	130.3%	124.7%	114.5%	142.8%
Courtyard by Marriott Dallas/Allen, TX	109.7%	115.3%	126.4%	100.4%	115.7%	116.2%	106.9%	111.5%	119.2%
Renaissance by Marriott Phoenix/Glendale, AZ	94.0%	113.2%	106.4%	99.6%	109.9%	109.5%	102.0%	108.9%	111.1%
Embassy Suites Huntsville, AL	132.8%	116.5%	154.8%	132.5%	119.5%	158.4%	130.7%	117.8%	154.0%
Residence Inn by Marriott Kansas City, MO	110.9%	135.9%	150.7%	119.3%	133.2%	158.9%	107.9%	135.7%	146.5%

(1) Source: June 2015 travel research reports.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Hammons Hotel Portfolio Properties:

Cash Flow Analysis⁽¹⁾

	2013	2014	TTM 6/30/2015	Underwritten	Underwritten $ per Room
Rooms Revenue	$61,425,531	$64,130,610	$66,391,088	$64,811,132	$34,677
Food & Beverage Revenue(2)	33,448,924	35,898,278	38,903,418	37,037,054	19,817
Other Operating Revenue	2,853,230	2,749,355	2,835,248	2,633,773	1,409
Total Revenue	$97,727,685	$102,778,243	$108,129,754	$104,481,960	$55,903
Room Expense	$15,260,928	$15,727,948	$16,151,008	$15,835,594	$8,473
Food & Beverage Expense	16,262,019	17,024,443	17,715,009	16,864,241	9,023
Other Operating Expense	1,671,361	1,648,390	1,743,394	1,703,452	911
Total Departmental Expense	$33,194,308	$34,400,781	$35,609,411	$34,403,288	$18,407
Total Undistributed Expense	28,982,253	30,959,247	31,369,431	32,367,283	17,318
Total Fixed Expense(3)	5,876,809	6,659,044	6,885,581	6,598,578	3,531
Total Operating Expenses	$68,053,370	$72,019,072	$73,864,423	$73,369,148	$39,256
Net Operating Income	$29,674,315	$30,759,171	$34,265,331	$31,112,812	$16,647
FF&E	3,909,107	4,111,130	4,325,190	4,179,278	2,236
Net Cash Flow	$25,765,208	$26,648,041	$29,940,141	$26,933,534	$14,411

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten food & beverage revenue includes approximately $6.3 million of revenue attributed to operations from the space lease interest in the convention center, expo hall and parking garage at the Renaissance by Marriott Phoenix/Glendale, AZ Property.

(3) Underwritten total fixed expense includes space lease rent associated with the Renaissance by Marriott Phoenix/Glendale, AZ Property ($1,419,741) and ground lease rent associated with the Embassy Suites Huntsville, AL Property ($224,595).

■ Appraisals. According to the appraisals, dated between June 8, 2015 and June 11, 2015, the Hammons Hotel Portfolio Properties had an aggregate “as-is” appraised value of $363,750,000 and a $3,570,502 capital deduction related to franchise mandated capital improvements at the three Marriott properties ($1,944,314 for the Courtyard by Marriott Dallas/Allen, TX Property, $650,000 for the Renaissance by Marriott Phoenix/Glendale, AZ and $976,188 for the Residence Inn by Marriott Kansas City, MO Property). The Hammons Hotel Portfolio Properties have an aggregate “as stabilized” appraised value of $371,300,000, based on the “as stabilized” appraised values for the three Marriott properties as of dates ranging from June 2016 to June 2017 assuming stabilized occupancy and completion of the franchise mandated capital improvements at the three Marriott properties.

B-90

HAMMONS HOTEL PORTFOLIO

■ Environmental Matters. According to a Phase I environmental report, dated June 25, 2015, a landfill was historically present at the Embassy Suites Huntsville, AL Property. A prior Phase II environmental report, dated September 22, 2008, identified arsenic in soil samples at concentrations in excess of the Alabama Department of Environmental Management (ADEM) preliminary screening levels for both commercial and residential use. The Phase I environmental consultant identified the landfill as a recognized environmental condition due to the elevated arsenic concentrations. Based on the non-volatile nature of the fill materials, the concrete and asphalt caps formed by the parking lot and building and the Embassy Suites Huntsville, AL Property’s commercial use, the Phase I environmental report recommended no further action.

According to the other Phase I environmental reports, each dated June 24, 2015 or June 25, 2015, there are no recognized environmental conditions or recommendations for further action at any of the other Hammons Hotel Portfolio Properties.

■ Market Overview and Competition. The Hammons Hotel Portfolio consists of seven hotel properties with two different flags and four different brands. The Hammons Hotel Portfolio Properties are located within seven separate markets across seven states.

Embassy Suites Concord, NC Property

The Embassy Suites Concord, NC Property is located in the Concord, North Carolina market near Charlotte, North Carolina. According to the appraisal, the Embassy Suites Concord, NC Property’s competitive set collectively had an average occupancy of 74.0%, ADR of $121.80, and RevPAR of $89.87 as of TTM April 2015.

The following table presents certain information relating to the primary competition for the Embassy Suites Concord, NC Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM April 2015 Occupancy	TTM April 2015 ADR	TTM April 2015 RevPAR
Embassy Suites Concord, NC	308	2007	75%	$147.37	$109.94
Homewood Suites Charlotte North University Research Park	112	1990	73%	$95.00	$69.35
Residence Inn Charlotte University Research Park	91	1988	74%	$100.00	$74.00
Hilton Charlotte University Place	393	1986	71%	$135.00	$95.85
Courtyard Charlotte University Research Park	152	1990	71%	$110.00	$78.10
Holiday Inn Charlotte University Executive Park	174	1989	76%	$95.00	$72.20
Residence Inn Charlotte/Concord	130	2009	77%	$117.00	$90.09
Courtyard Charlotte/Concord	123	2009	77%	$125.00	$96.25
Hilton Garden Inn Charlotte/Concord	118	2010	76%	$110.00	$83.60

(1) Source: Appraisal.

Embassy Suites Murfreesboro, TN Property

The Embassy Suites Murfreesboro, TN Property is located in the Murfreesboro, Tennessee submarket near Nashville, Tennessee. According to the appraisal, the Embassy Suites Murfreesboro, TN Property’s competitive set collectively had an average occupancy of 79.0%, ADR of $119.13, and RevPAR of $92.45 as of TTM April 2015.

The following table presents certain information relating to the primary competition for the Embassy Suites Murfreesboro, TN Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM April 2015 Occupancy	TTM April 2015 ADR	TTM April 2015 RevPAR
Embassy Suites Murfreesboro, TN	283	2008	78%	$133.64	$104.29
Residence Inn by Marriott Murfreesboro	112	2015	80%	$130.00	NA
Hilton Garden Inn Murfreesboro	100	2014	70%	$135.00	$94.51
Hampton Inn & Suites Murfreesboro	101	2007	82%	$125.00	$102.50
Candlewood Suites Murfreesboro	85	2010	90%	$87.00	$78.30
Fairfield Inn-Murfreesboro	69	2005	83%	$102.00	$84.66
DoubleTree Hotel Murfreesboro	168	1988	78%	$112.00	$87.36
Comfort Suites Murfreesboro	82	2007	76%	$90.00	$68.40

(1) Source: Appraisal.

B-91

HAMMONS HOTEL PORTFOLIO

Embassy Suites Norman, OK Property 

The Embassy Suites Norman, OK Property is located in the Norman, Oklahoma submarket near Oklahoma City, Oklahoma. According to the appraisal, the Embassy Suites Norman, OK Property’s competitive set collectively had an average occupancy of 62.2%, ADR of $105.29, and RevPAR of $66.17 as of TTM April 2015.

The following table presents certain information relating to the primary competition for the Embassy Suites Norman, OK Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM April 2015 Occupancy	TTM April 2015 ADR	TTM April 2015 RevPAR
Embassy Suites Norman, OK	283	2008	74%	$118.18	$87.19
Embassy Suites Oklahoma City	236	1982	65%	$108.00	$70.20
Sheraton Reed Conference Center Norman	151	2006	60%	$102.00	$61.20
Courtyard by Marriott Norman	113	2009	70%	$95.50	$66.85
Sheraton Oklahoma City	396	1976	59%	$131.50	$77.59
The Norman (formerly Holiday Inn) Norman	149	1984	40%	$72.00	$28.80
The Tower (formerly Marriott) Oklahoma City	354	1985	60%	$83.50	$50.10
Hilton Garden Inn Norman	121	2008	69%	$102.00	$70.38

(1) Source: Appraisal.

Courtyard by Marriott Dallas/Allen, TX Property

The Courtyard by Marriott Dallas/Allen, TX Property is located in the Allen, Texas submarket near Dallas, Texas. According to the appraisal, the Courtyard by Marriott Dallas/Allen, TX Property’s competitive set collectively had an average occupancy of 72.1%, ADR of $109.86, and RevPAR of $79.60 as of TTM March 2015.

The following table presents certain information relating to the primary competition for the Courtyard by Marriott Dallas/Allen, TX Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM March 2015 Occupancy	TTM March 2015 ADR	TTM March 2015 RevPAR
Courtyard by Marriott Dallas/Allen, TX	228	2010	76%	$114.83	$87.80
Hilton Garden Inn Allen	150	2002	69%	$107.36	$73.86
Holiday Inn Express & Suites Allen	87	2006	70%	$103.23	$72.36
Hampton Inn & Suites Allen	103	2006	73%	$112.42	$82.52
Holiday Inn & Suites McKinney	99	2008	68%	$112.51	$76.84
La Quinta Inn & Suites Allen	90	2008	69%	$77.38	$53.08
Homewood Suites	114	2010	75%	$129.33	$97.00

(1) Source: Appraisal.

Renaissance by Marriott Phoenix/Glendale, AZ Property

The Renaissance by Marriott– Phoenix/Glendale, AZ Property is located in the Glendale, Arizona submarket, near Phoenix, Arizona. According to the appraisal, the Renaissance by Marriott Phoenix/Glendale, AZ Property and its competitive set collectively had an average occupancy of 63.3%, ADR of $129.40, and RevPAR of $80.89 as of TTM December 2014.

The following table presents certain information relating to the primary competition for the Renaissance by Marriott Phoenix/Glendale, AZ Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM December 2014 Occupancy	TTM December 2014 ADR	TTM December 2014 RevPAR
Renaissance by Marriott Phoenix/Glendale, AZ	320	2007	60%	$149.77	$89.32
Courtyard Phoenix West/Avondale-Phoenix	127	2008	64%	$110.00	$70.40
Comfort Suites University Phoenix Stadium-Glendale	100	2008	66%	$98.00	$64.68
Hampton Inn & Suites Phoenix Glendale-Westgate-Glendale	149	2007	70%	$95.00	$66.50
Residence Inn Glendale Sports & Ent. Dist.–Glendale	126	2007	68%	$120.00	$81.60
SpringHill Suites Glendale Sports & Ent. Dist.–Glendale	120	2007	65%	$90.00	$58.50
Wigwam Resort & Spa-Litchfield Park	331	1929	60%	$160.00	$96.00

(1) Source: Appraisal.

B-92

HAMMONS HOTEL PORTFOLIO

Embassy Suites Huntsville, AL Property

The Embassy Suites Huntsville, AL Property is located in the Huntsville, Alabama metropolitan statistical area. According to the appraisal, the Embassy Suites Huntsville, AL Property’s competitive set collectively had an average occupancy of 65.9%, ADR of $106.94, and RevPAR of $71.21 as of TTM May 2015.

The following table presents certain information relating to the primary competition for the Embassy Suites Huntsville, AL Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM May 2015 Occupancy	TTM May 2015 ADR	TTM May 2015 RevPAR
Embassy Suites Huntsville, AL	295	2006	79%	$114.17	$89.65
Marriott Huntsville	290	1986	61%	$112.00	$68.32
Hilton Garden Inn Huntsville	101	2005	67%	$101.00	$67.67
Holiday Inn Huntsville	200	1986	57%	$89.00	$50.73
Westin Huntsville	210	2008	70%	$125.00	$87.50
Four Points Huntsville	146	1996	55%	$85.00	$46.75

(1) Source: Appraisal.

Residence Inn by Marriott Kansas City, MO Property 

The Residence Inn by Marriott Kansas City, MO Property is located in the Kansas City, Missouri market. According to the appraisal, the Residence Inn by Marriott Kansas City, MO Property’s competitive set collectively had an average occupancy of 75.0%, ADR of $86.73, and RevPAR of $65.42 as of TTM April 2015.

The following table presents certain information relating to the primary competition for the Residence Inn by Marriott Kansas City, MO Property:

Competitive Set⁽¹⁾

Property	Number of Rooms	Year Built	TTM April 2015 Occupancy	TTM April 2015 ADR	TTM April 2015 RevPAR
Residence Inn by Marriott Kansas City, MO	152	2007	83%	$106.45	$88.32
Four Points Kansas City	200	1974	65%	$83.00	$53.95
Chase Suites Kansas City	112	1986	70%	$73.70	$51.59
Courtyard by Marriott Kansas City	149	1990	83%	$107.00	$88.81
Drury Inn & Suites Kansas City Airport Kansas City	122	1998	75%	$77.50	$58.13
Extended Stay America KCI Kansas City	89	1998	75%	$50.50	$37.88
Hyatt Place Kansas City	134	1999	80%	$105.00	$84.00
Holiday Inn KCI Kansas City	141	2006	75%	$74.00	$55.50
Candlewood Suites Kansas City	88	2010	75%	$74.00	$55.50

(1) Source: Appraisal.

■ The Borrowers. The borrowers are JQH-Allen Development, LLC, JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC, JQH-Kansas City Development, LLC, JQH-Murfreesboro Development, LLC, and JQH-Norman Development, LLC, each a single-purpose, single-asset entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Hammons Hotel Portfolio Whole Loan. The Revocable Trust of John Q. Hammons, dated December  28, 1989, as Amended and Restated (“JQH”), an indirect owner of the borrowers, is the non-recourse carveout guarantor under the Hammons Hotel Portfolio Whole Loan.

The borrowers are indirectly wholly owned by JQH. As of October 2015, JQH indirectly owns and manages 37 hotels. JQH is required to maintain a minimum net worth and liquidity of $100 million (excluding the equity in the Hammons Hotel Portfolio Properties) and $7 million, respectively, throughout the term of the Hammons Hotel Portfolio Loan.

B-93

HAMMONS HOTEL PORTFOLIO

As security for a line of credit, JQH has pledged its ownership interest in John Q. Hammons Hotels Development, LLC, which is the parent entity of 4 of the borrowers as well as 2 other affiliates who own hotel properties that are not part of the collateral for the Hammons Hotel Portfolio Loan. The lender under that credit line has alleged a breach of representations and warranties related to certain net worth requirements of the JQH, the guarantor on the line of credit. Additionally, JD Holdings, LLC and Atrium Hotels, L.P., 2 companies controlled by Jonathan Eilian, have filed suit against the borrowers, JQH and certain other affiliates regarding rights under the partnership agreement for Atrium Hotels, L.P. and a certain right of first refusal agreement. These agreements and the related litigations may result in the marketing of the properties for sale, and JD Holdings, LLC or an affiliate would then be entitled to exercise certain rights of first refusal with respect to the Hammons Hotel Portfolio Properties. See “—Release of Collateral” below and “Description of the Mortgage Pool—Litigation Considerations” in the Free Writing Prospectus and the related exceptions to the representations and warranties set forth on Annex E-2 to the Free Writing Prospectus.

■ Escrows. On the origination date, the borrowers funded (i) a tax reserve in the amount of $3,172,482, (ii) a space rent reserve in the amount of $672,974 for eight months of the space rent payment associated with the Renaissance by Marriott Phoenix/Glendale, AZ Property and two months of the fixed ground rent payment associated with the Embassy Suites Huntsville, AL Property ground lease, and (iii) property improvement plan reserves to maintain the three Marriott properties in accordance with the applicable brand standards in the amount of $5,000,000 for the Renaissance by Marriott Phoenix/Glendale, AZ Property, $1,940,000 for the Courtyard by Marriott Dallas/Allen, TX Property, and $950,000 for the Residence Inn by Marriott Kansas City, MO Property related to capital expenditures and any future brand standard improvements.

On each due date, the borrowers will be required to fund (i) a tax, ground rent and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes, ground rent and insurance premiums over the then succeeding 12-month period (but excluding any payments in respect of taxes or insurance premiums to be made directly by one or more tenants or a ground lessor); provided, however, that reserve deposits for insurance premiums are not required if the borrowers are maintaining a blanket policy in accordance with the Hammons Hotel Portfolio Loan documents and there is no continuing event of default and (ii) a FF&E reserve in the amount of: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Property (or, in the case of the Renaissance by Marriott Glendale, AZ Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).

In addition, on each due date during the continuance of a Hammons Hotel Portfolio Trigger Period, the Hammons Hotel Portfolio Loan documents require an excess cash reserve or a property improvement plan reserve as discussed under “—Lockbox and Cash Management” below.

A “Hammons Hotel Portfolio Trigger Period” means any period (i) commencing upon the net operating income (as calculated under the Hammons Hotel Portfolio Loan documents) for the trailing 12-month period (as of the last day of any fiscal quarter) falling below the product of (x) $29,940,142 minus the net operating income as of the origination date of any Hammons Hotel Portfolio Property that has been released from the lien of the Hammons Hotel Portfolio Loan documents, times (y) 85%, and ending at the conclusion of the second consecutive fiscal quarter for which the net operating income is greater than or equal to such threshold; (ii) commencing upon the borrowers’ failure to deliver monthly, quarterly or annual financial reports and ending when such reports are delivered and indicate that no other Hammons Hotel Portfolio Trigger Period is ongoing; (iii) during the continuance of a Hammons Hotel Portfolio Franchise Trigger Period; and (iv) commencing when the borrower sponsor fails to maintain a net worth in excess of $100,000,000 excluding any assets attributable to the Hammons Hotel Portfolio Properties or liquid assets in excess of $7,000,000 (excluding any funds that are held by the lender in one or more accounts and sub-accounts established pursuant to the Hammons Hotel Portfolio Loan documents) and ending when such net worth and liquid assets thresholds are satisfied.

B-94

HAMMONS HOTEL PORTFOLIO

A “Hammons Hotel Portfolio Franchise Trigger Period” means any period (a) commencing upon the occurrence of either (i) the failure to deliver, among other things, a replacement franchise agreement or management agreement (or an extension or written commitment by the applicable franchisor of an existing franchise agreement) with a term that extends at least 3 years beyond the maturity date of the Hammons Hotel Portfolio Whole Loan at least 18 months prior to the expiration date of such franchise agreement or (ii) the implementation of a property improvement plan as a condition to entering a replacement franchise agreement or the extension of the existing franchise agreement (other than the capital expenditures related to the upfront reserves for the Renaissance by Marriott Phoenix/Glendale, AZ Property, the Courtyard by Marriott Dallas/Allen, TX Property and the Residence Inn by Marriott Kansas City, MO Property described under “—Escrows” above) and (b) ending at the date upon which (x) the borrowers deliver, among other things, a replacement franchise agreement or management agreement (or an extension or written commitment by the applicable franchisor of an existing franchise agreement) with a term that extends at least 3 years beyond the maturity date of the Hammons Hotel Portfolio Whole Loan, and (y) if a property improvement plan is required in connection with such replacement (or extension or written commitment), the earlier to occur of (A) such property improvement plan being completed to the satisfaction of the applicable franchisor, (B) the balance in the property improvement plan reserve account being greater than or equal to 100% of the estimated cost to complete such property improvement plan, or (C) the delivery to the lender of a letter of credit in an amount equal to 100% of the estimated cost to complete such property improvement plan.

■ Lockbox and Cash Management. The Hammons Hotel Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The Hammons Hotel Portfolio Loan documents require the borrowers to direct credit card companies to remit all credit card receivables directly to one or more lender-controlled lockbox accounts, and require that all cash revenues relating to the Hammons Hotel Portfolio Properties and all other money received by the borrowers or the property manager with respect to the Hammons Hotel Portfolio Properties be deposited into such lockbox account or a lender-controlled cash management account within three business days following receipt. On each business day that no Hammons Hotel Portfolio Trigger Period or event of default under the Hammons Hotel Portfolio Whole Loan is continuing, all funds in the lockbox accounts are required to be swept into one or more borrower-controlled operating accounts. On each business day during the continuance of a Hammons Hotel Portfolio Trigger Period or an event of default, all funds in the lockbox accounts are required to be swept into a lender-controlled cash management account and, at lender’s discretion during an event of default under the Hammons Hotel Portfolio Whole Loan, (a) be used to pay debt service, required reserves and operating expenses, and (b) for all remaining amounts, be reserved in (i) an excess cash flow reserve account during the continuance of a Hammons Hotel Portfolio Trigger Period (other than as described in clause (ii) below) or event of default or (ii) a property improvement plan reserve account during the continuance of a Hammons Hotel Portfolio Trigger Period caused by a Hammons Hotel Portfolio Franchise Trigger Period (up to a cap of 100% of the estimated cost to complete the property improvement plan, less amounts then on deposit).

During the continuance of an event of default under the Hammons Hotel Portfolio Whole Loan, the lender may apply all funds on deposit in any of the accounts constituting collateral for the Hammons Hotel Portfolio Whole Loan to amounts payable under the Hammons Hotel Portfolio Loan documents and/or toward the payment of expenses of the Hammons Hotel Portfolio Properties, in such order of priority as the lender may determine.

■ Property Management. The Hammons Hotel Portfolio Properties are managed by John Q. Hammons Hotels Management, LLC pursuant to a management agreement. Under the Hammons Hotel Portfolio Loan documents, the Hammons Hotel Portfolio Properties are required to remain managed by (i) John Q. Hammons Hotels Management, LLC, (ii) Winegardner & Hammons, Inc. and John Q. Hammons Accounting Services, LLC for certain financial and accounting services for the Hammons Hotel Portfolio Properties, while John Q. Hammons Hotels Management, LLC is the property manager for any Hammons Hotel Portfolio Property, (iii) any management company that is affiliated with the franchisor or licensor of a franchise, (iv) any reputable and experienced professional hotel management company meeting certain experience requirements under the Hammons Hotel Portfolio Loan documents that is approved by the applicable franchisor, or (v) any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrowers to replace, the property manager with a property manager selected by the lender (i) during the continuance of an event of default under the Hammons Hotel Portfolio Whole Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the property manager under the management

B-95

HAMMONS HOTEL PORTFOLIO

agreement (after the expiration of any applicable notice and/or cure periods), (iv) if the property manager files for or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Ground Leases and Space Lease. The borrower for the Embassy Suites Concord, NC Property is a tenant under a ground lease underlying the convention center at the Embassy Suites Concord, NC Property (the “Embassy Suites Concord Ground Lease”). The Embassy Suites Concord Ground Lease has an expiration date of December 9, 2059 (with three extension options through December 9, 2089). No ground rent is payable prior to November 21, 2022, at which time an annual ground lease payment of 0.25% of adjusted room sales for the previous calendar year (estimated to be approximately $27,188) will be due. The borrower for the Renaissance by Marriott Phoenix/Glendale, AZ Property is a tenant under a space lease for the convention center, expo hall and parking garage at the Renaissance by Marriott Phoenix/Glendale, AZ Property. The space lease has an expiration date of January 29, 2063 (with two extension options through January 29, 2083). The annual lease payment under the space lease is currently $1,419,741, calculated based on a fixed component of $985,725 plus a variable component based on the trailing 12-month revenue generated from the parking garage and expo hall. The borrower for the Embassy Suites Huntsville, AL Property is a tenant under a ground lease for the hotel and parking garage at the Embassy Suites Huntsville, AL Property (the “Embassy Suites Huntsville Ground Lease”). The Embassy Suites Huntsville Ground Lease has a term through February 15, 2104, and an annual ground lease payment of $224,595.

■ Release of Collateral. Provided no monetary default or event of default under the Hammons Hotel Portfolio Whole Loan is then continuing, at any time prior to the first due date following the earlier to occur of (a) the third anniversary of the origination date of the Hammons Hotel Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Hammons Hotel Portfolio Whole Loan is deposited, the borrowers may obtain the release of one or more of the Hammons Hotel Portfolio Properties from the lien of the Hammons Hotel Portfolio Loan documents in connection with a bona fide third-party sale of such property or properties, subject to the satisfaction of certain conditions set forth in the Hammons Hotel Portfolio Loan documents, including among others: (i) prepayment in an amount equal to 115% of the allocated loan amount for each Hammons Hotel Portfolio Property being released and a prepayment fee equal to the greater of (a) a yield maintenance premium calculated based on the excess, if any, of the present values of the remaining scheduled principal and interest payments, over the outstanding principal balance of the Hammons Hotel Portfolio Whole Loan (calculated based on the portion being prepaid), and (b) 1% of the principal amount being prepaid; (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the Hammons Hotel Portfolio Loan documents) for the remaining Hammons Hotel Portfolio Properties for the 12-month period preceding the end of the most recent fiscal quarter is no less than the greater of (a) 1.86x and (b) the debt service coverage ratio immediately prior to the release; (iii) delivery of a Rating Agency Confirmation with respect to such partial release; and (iv) the satisfaction of certain REMIC requirements.

Provided no event of default under the Hammons Hotel Portfolio Whole Loan is then continuing, at any time on or after the first due date following the earlier to occur of (a) the third anniversary of the origination date of the Hammons Hotel Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the Hammons Hotel Portfolio Whole Loan is deposited, the borrowers may obtain the release of one or more of the Hammons Hotel Portfolio Properties from the lien of the Hammons Hotel Portfolio Loan documents, subject to the satisfaction of certain conditions set forth in the Hammons Hotel Portfolio Loan documents, including among others: (i) delivery of defeasance collateral in an amount equal to the lesser of (A) 115% of the allocated loan amount for each Hammons Hotel Portfolio Property being released and (B) the outstanding principal balance of the Hammons Hotel Portfolio Whole Loan, (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the Hammons Hotel Portfolio Loan documents) for the remaining Hammons Hotel Portfolio Properties for the 12-month period preceding the end of the most recent fiscal quarter is no less than the greater of (a) 1.86x and (b) the debt service coverage ratio immediately prior to the release; (iii) delivery of a Rating Agency Confirmation with respect to such partial defeasance; and (iv) the satisfaction of certain REMIC requirements.

B-96

HAMMONS HOTEL PORTFOLIO

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrowers are required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or a similar or subsequent statute) in an amount equal to the full replacement cost of the Hammons Hotel Portfolio Properties (plus 18 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering the 12 months following restoration). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrowers are required to carry terrorism insurance throughout the term of the Hammons Hotel Portfolio Whole Loan as described in the preceding sentence, but in that event the borrowers are not required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the Hammons Hotel Portfolio Loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrowers are required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrowers provide evidence satisfactory to the lender that the insurance premiums for the Hammons Hotel Portfolio Properties are separately allocated to the Hammons Hotel Portfolio Properties and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-97

Deerfield Crossing

 

B-98

Deerfield Crossing

 

B-99

Deerfield Crossing

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Mason, Ohio	Cut-off Date Principal Balance		$31,950,000
Property Type	Office	Cut-off Date Principal Balance per SF		$99.59
Size (SF)	320,802	Percentage of Initial Pool Balance		3.9%
Total Occupancy as of 8/1/2015	93.2%	Number of Related Mortgage Loans(1)		2
Owned Occupancy as of 8/1/2015	93.2%	Type of Security		Fee Simple
Year Built / Latest Renovation	1999, 2001 / NAP	Mortgage Rate		4.4990%
Appraised Value	$44,150,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Term (Months)	36
Underwritten Revenues	$6,684,156
Underwritten Expenses	$3,178,700	Escrows
Underwritten Net Operating Income (NOI)	$3,505,456		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$3,139,756	Taxes	$0	$0
Cut-off Date LTV Ratio	72.4%	Insurance	$0	$0
Maturity Date LTV Ratio	63.3%	Replacement Reserve	$0	$7,160
DSCR Based on Underwritten NOI / NCF	1.80x / 1.62x	TI/LC(2)	$0	$31,250
Debt Yield Based on Underwritten NOI / NCF	11.0% / 9.8%	Other(3)	$365,962	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$31,950,000	75.9	%	Purchase Price	$41,500,000	98.6	%
Principal’s New Cash Contribution	10,133,800	24.1		Reserves	365,962	0.9
				Closing Costs	217,838	0.5
Total Sources	$42,083,800	100.0	%	Total Uses	$42,083,800	100.0	%

(1) The borrower sponsor for the Deerfield Crossing Loan is also the borrower sponsor for the Lake Forest Place Loan.

(2) TI/LC reserve is capped at $1,500,000.

(3) Other upfront reserves represent unfunded obligations of $365,962 for unfunded tenant improvements and free rent. See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “Deerfield Crossing Loan”) is evidenced by a note in the original principal amount of $31,950,000, secured by a first mortgage encumbering the borrower’s fee simple interest in an office property located in Mason, Ohio (the “Deerfield Crossing Property”). The Deerfield Crossing Loan was originated by Goldman Sachs Mortgage Company on August 21, 2015 and represents approximately 3.9% of the Initial Pool Balance. The note evidencing the Deerfield Crossing Loan has a principal balance as of the Cut-off Date of $31,950,000 and an interest rate of 4.4990% per annum. The borrower utilized the proceeds of the Deerfield Crossing Loan to acquire the Deerfield Crossing Property, fund reserves and pay origination costs.

The Deerfield Crossing Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The Deerfield Crossing Loan requires interest only payments on each due date through and including the due date in September 2018 and thereafter requires payments of interest and principal sufficient to amortize the Deerfield Crossing Loan over a 30-year amortization schedule. The scheduled maturity date of the Deerfield Crossing Loan is the due date in September 2025. Voluntary prepayment of the Deerfield Crossing Loan is prohibited prior to the due date in June 2025. Provided that no event of default under the Deerfield Crossing Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization Closing Date.

■ The Mortgaged Property. The Deerfield Crossing Property is a 6-story, Class A office building located in the Mason/Montgomery submarket of Cincinnati, Ohio. The building is comprised of two wings (building A and building B) that are connected by an atrium. The building construction was completed in 2001 and contains net rentable area of 320,802 SF and 1,337 parking spaces (ratio of 4.17 spaces per 1,000 SF). The Deerfield Crossing Property is located on Natorp Boulevard between Wikens Boulevard and Mason Montgomery Road. The Deerfield Crossing Property is approximately one mile from Interstate 71. As of August 1, 2015, the Owned Occupancy and Total Occupancy were both 93.2%. The Deerfield Crossing Property is 49.9% occupied by Cengage Learning, Inc. (“Cengage”) with a lease term through July 2021. Cengage has been in occupancy at the Deerfield Crossing Property for 14 years. In addition, the Deerfield Crossing Property’s remaining space is leased to nine credit rated tenants, such as General Mills Sales, Inc., Pepsico, Inc. and Cisco Systems, accounting for approximately 25.9% of the net rentable area.

B-100

Deerfield Crossing

The following table presents certain information relating to the major tenants at the Deerfield Crossing Property:

Ten Largest Tenants Based on Underwritten Base Rent  

Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
Cengage Learning, Inc.	NR / NR / B	160,069	49.9	%	$1,720,742	46.9	%	$10.75	7/31/2021	2, 7-year options
General Mills Sales, Inc.	BBB+ / A3 / BBB+	18,717	5.8		244,631	6.7		13.07	11/30/2020	1, 5-year option
Pepsico, Inc.	A / A1 / A	14,609	4.6		199,532	5.4		13.66	2/28/2019	2, 5-year options
Cisco Systems(2)	NR / A1 / AA-	13,131	4.1		188,430	5.1		14.35	10/31/2020	1, 5-year option
Dassault Systems Simulia Corp	NR / NR / NR	11,949	3.7		175,750	4.8		14.71	9/30/2016	NA
Aerotek, Inc.	NR / NR / NR	10,257	3.2		158,505	4.3		15.45	9/15/2017	2, 5-year options
Duke Realty Services, LP(3)	NR / NR / BBB	10,271	3.2		140,283	3.8		13.66	5/31/2019	2, 5-year options
Clorox Sales Company	BBB+ / Baa1 / BBB+	8,740	2.7		124,075	3.4		14.20	9/30/2018	2, 5-year options
Coupons.com Incorporated(4)	NR/ NR / NR	8,404	2.6		120,053	3.3		14.29	11/27/2019	NA
Pinnacle Foods Group LLC	NR / NR / BB-	6,462	2.0		88,726	2.4		13.73	7/31/2020	2, 5-year options
Ten Largest Tenants		262,609	81.9	%	$3,160,726	86.2	%	$12.04
Remaining Tenants		36,473	11.4		507,814	13.8		13.92
Vacant		21,720	6.8		0	0.0		0.00
Total / Wtd. Avg. All Tenants		320,802	100.0	%	$3,668,540	100.0	%	$12.27

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Cisco Systems is permitted to surrender up to 25% of their continuous marketable space through their contraction option after the 38 month (9/30/2018) with six months’ notice and payment of a fee of $45,959 plus unamortized TI/LC.

(3) Duke Realty Services, LP is permitted to reduce its space to 7,605 SF with three months’ notice.

(4) Coupons.com Incorporated has the right to terminate its lease on 11/27/2017 with six months’ notice and payment of a termination fee of $67,132.

The following table presents the lease rollover schedule at the Deerfield Crossing Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾ 

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring Tenants
MTM	0	0.0	%	0.0%	$0	0.0	%	$0.00	0
2015	0	0.0		0.0%	0	0.0		0.00	0
2016	26,361	8.2		8.2%	371,394	10.1		14.09	4
2017	15,690	4.9		13.1%	233,754	6.4		14.90	3
2018	8,740	2.7		15.8%	124,075	3.4		14.20	1
2019	43,311	13.5		29.3%	601,696	16.4		13.89	6
2020	41,998	13.1		42.4%	575,078	15.7		13.69	4
2021	162,982	50.8		93.2%	1,762,543	48.0		10.81	2
2022	0	0.0		93.2%	0	0.0		0.00	0
2023	0	0.0		93.2%	0	0.0		0.00	0
2024	0	0.0		93.2%	0	0.0		0.00	0
2025	0	0.0		93.2%	0	0.0		0.00	0
2026 & Thereafter	0	0.0		93.2%	0	0.0		0.00	0
Vacant	21,720	6.8		100.0%	0	0.0		0.00	0
Total / Wtd. Avg.	320,802	100.0	%		$3,668,540	100.0	%	$12.27	20

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the Deerfield Crossing Property:

Historical Leased %⁽¹⁾ 

2012	2013	2014
89.0%	91.8%	93.8%

(1) As provided by the borrower and represents average occupancy as of December 31 for the indicated year unless specified otherwise.

B-101

Deerfield Crossing

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Deerfield Crossing Property:

Cash Flow Analysis⁽¹⁾ 

	2013	2014	TTM 7/31/2015	Underwritten(2)		Underwritten $ per SF
Base Rent	$3,309,876	$3,316,420	$3,454,357	$3,668,540		$11.44
Gross Up Vacancy	0	0	0	467,955		1.46
Total Rent	$3,309,876	$3,316,420	$3,454,357	$4,136,495		$12.89
Cengage Utility Reimbursement(3)	560,844	599,374	541,341	541,341		1.69
Total Reimbursables	2,113,534	2,429,207	2,507,328	2,541,688		7.92
Other Revenue	27,308	237,848	127,078	12,998		0.04
Vacancy & Credit Loss	(92,196)	0	0	(548,366	)	(1.71	)
Effective Gross Income	$5,919,366	$6,582,849	$6,630,103	$6,684,156		$20.84
Total Operating Expenses	$2,854,514	$3,064,818	$3,152,966	$3,178,700		$9.91
Net Operating Income	$3,064,852	$3,518,031	$3,477,137	$3,505,456		$10.93
TI/LC	0	0	0	279,780		0.87
Replacement Reserves	0	0	0	85,919		0.27
Net Cash Flow	$3,064,852	$3,518,031	$3,477,137	$3,139,756		$9.79

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on contractual rents as of August 1, 2015 and contractual rent steps through December 31, 2016.

(3) Cengage reimburses 100% ($541,341 - Trailing 12) of the electricity expense associated with their 22,000 SF mission critical data center located on the first floor of building B. This electricity expense is included in the building's total utility expense.

■ Appraisal. According to the appraisal, the Deerfield Crossing Property had an “as-is” appraised value of $44,150,000 as of August 3, 2015.

■ Environmental Matters. According to a Phase I environmental report, dated July 20, 2015, there are no recognized environmental conditions or recommendations for further action at the Deerfield Crossing Property.

■ Market Overview and Competition. The Deerfield Crossing Property is located 20 miles northeast of downtown Cincinnati, Ohio within the Mason/Montgomery submarket. The Deerfield Crossing Property is located along Natorp Boulevard and is approximately one mile from Interstate 71, which serves as north south thoroughfare for Cincinnati, Ohio. The immediate surrounding area consists of other office buildings and commercial development as well as residential neighborhoods. According to a market research report, the Mason/Montgomery submarket included 3,300,000 SF of office space.

The appraisal identified a competitive set of six office buildings located within five miles of the Deerfield Crossing Property. These six properties range in size from approximately 100,000 SF to 162,000 SF and represent a total of 720,310 SF. Currently these properties are demonstrating a weighted average occupancy rate of 91.5%. The appraisal concluded an estimated market rent of $13.75-$14.25 per SF triple net and concluded market occupancy 92.0%.

The following table presents certain information relating to the primary competition for the Deerfield Crossing Property:

Office Lease Comparables⁽¹⁾ 

	Kemper Pointe	Summit Woods III	Summit Woods IV	Pfeiffer Place	Pfeiffer Woods	Hawthorne Center
Year Built	2005	2006	2015	2001	1999	2001
Total GLA	100,000	106,000	105,723	161,629	112,000	134,958
Total Occupancy	84%	98%	Lease-Up	86%	89%	100%
Quoted Rent Rate per SF	$13.00	$13.00	$13.00	$14.00	$14.50	$13.00
Expense Basis	Triple Net	Triple Net	Triple Net	Triple Net	Triple Net	Triple Net

(1) Source: Appraisal

B-102

Deerfield Crossing

■ The Borrower. The borrower is GS-A Deerfield Crossing Owner LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Deerfield Crossing Loan. The non-recourse carveout guarantor under the Deerfield Crossing Loan is Blue Ash Deerfield Holdings LLC, a direct owner of the borrower.

Blue Ash Deerfield Holdings LLC, an indirect wholly-owned subsidiary of Apollo U.S. Real Estate Fund II L.P. (affiliate of Apollo Global Management, LLC) was formed to indirectly acquire a six property portfolio, including the Lake Forest Place Loan. Apollo Global Management, LLC ("Apollo") is a global alternative investment manager with assets under management of approximately $162 billion as of June 30, 2015 in private equity, credit, and real estate funds. Apollo's global real estate investment portfolio has assets under management of approximately $10.6 billion as of June 30, 2015.

■ Escrows. On the origination date, the borrower funded an unfunded obligations reserve of $365,962, relating to free rent for Cisco Systems ($30,639), Clorox Sales Company ($10,087) and Shade Law Group ($2,913) and tenant improvement obligations for Cisco Systems ($249,883), Coupons.com Incorporated ($9,243), Pepsico, Inc. ($21,639), Pinnacle Foods Group LLC ($12,427), and Shade Law Group ($29,130).

On each due date, the borrower is required to fund: (i) during the continuance of an event of default under the Deerfield Crossing Loan, a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period, (ii) a tenant improvements and leasing commissions reserve in the amount of $31,250, capped at $1,500,000 and (iii) capital expenditure reserve in the amount of $7,160.

■ Lockbox and Cash Management. The Deerfield Crossing Loan is structured with a hard lockbox and springing cash management. The Deerfield Crossing Loan documents require the borrower to direct tenants to pay rent directly to a lender-controlled lockbox account and all cash revenues relating to the Deerfield Crossing Property and all other money received by the borrower or the property manager with respect to the Deerfield Crossing Property (other than tenant security deposits) be deposited into such lockbox account or the cash management account by the end of the second business day following receipt. For so long as no Deerfield Crossing Trigger Period, Specified Tenant Collection Period or event of default under the Deerfield Crossing Loan is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account on a daily basis. During the continuance of a Deerfield Crossing Trigger Period, Specified Tenant Collection Period or event of default under the Deerfield Crossing Loan, all funds in the lockbox account are required to be swept into a lender-controlled cash management account on a daily basis. On each due date during the continuance of a Deerfield Crossing Trigger Period, Specified Tenant Collection Period or, at the lender’s discretion, during an event of default under the Deerfield Crossing Loan, the Deerfield Crossing Loan documents require that all amounts on deposit in the cash management account after payment of debt service, required reserves and operating expenses, be reserved in an excess cash flow reserve account as additional collateral.

A “Deerfield Crossing Trigger Period” means any period (i) commencing upon the debt service coverage ratio (as calculated under the Deerfield Crossing Loan documents) for the trailing 12-month period (as of the last day of any fiscal quarter) falling below 1.25x and ending at the conclusion of the second consecutive fiscal quarter for which the debt service coverage ratio is equal to or greater than 1.25x and (ii) commencing upon the borrowers’ failure to deliver monthly, quarterly or annual financial reports and ending when such reports are delivered and they indicate that no other Deerfield Crossing Trigger Period is ongoing.

A “Specified Tenant Collection Period” means each of the following: (1) each period that commences when Cengage Learning, Inc. or a replacement tenant under a lease covering at least 80% of such space defaults in the payment of rent (after the expiration of any applicable cure period set forth in the related lease) or files for bankruptcy protection, and terminates when such default is cured and such tenant is paying full rent under the terms of its lease, in the case of a default, or the related lease is assumed in bankruptcy, in the case of a bankruptcy, or otherwise when the Specified Tenant Reletting Percentage exceeds 80%; and (2) the period that commences on the 18th due date prior to the expiration of the lease with Cengage Learning, Inc. or a replacement tenant covering at least 80% of such space, if the term of the related lease has not already been extended by at least three years, and terminates when the term of the related lease is extended by at least three years, or after 18 due dates have elapsed, or otherwise when the space previously let by Cengage Learning Inc., that has been re-let to one or more replacement tenants pursuant to market-term leases that are approved by the lender and are in occupancy exceeds 80%.

B-103

Deerfield Crossing

■ Property Management. The Deerfield Crossing Property is currently managed by Lincoln Property Company Commercial, Inc. Under the related loan documents, the Deerfield Crossing Property is required to remain managed by any management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender (i) during the continuance of an event of default under the Deerfield Crossing Loan, (ii) upon the occurrence of a material default by the property manager, (iii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iv) if the property manager files for or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Release of Collateral. The borrower may obtain the release of a vacant, non-income producing and unimproved parcel in connection with the conveyance of such parcels to one or more third parties that are not owned or controlled by the borrower, subject to certain conditions including among others: (i) no event of default continuing under the Deerfield Crossing Loan, (ii) delivery of a REMIC opinion and (iii) the borrower enters into a “no poaching” agreement in form and substance reasonably satisfactory to the lender between the borrower and the transferee of the parcel with respect to tenants under leases at the Deerfield Crossing Property, to which the lender is a third party beneficiary.

■ Mezzanine or Secured Subordinate Indebtedness. Beginning on August 21, 2018, the Deerfield Crossing Loan documents permit future mezzanine financing, subject to satisfaction of certain conditions set forth in the Deerfield Crossing Loan documents, including among others (i) execution of an intercreditor agreement in form and substance reasonably acceptable to the lender and any Rating Agency, (ii) the mezzanine loan together with the Deerfield Crossing Loan has a combined loan-to-value ratio (as calculated under the Deerfield Crossing Loan documents) of no greater than 75%, (iii) the debt service coverage ratio (as calculated under the Deerfield Crossing Loan documents and taking into account the mezzanine loan and the Deerfield Crossing Loan) is at least 1.25x, (iv) such future mezzanine debt is required to be either coterminous with the Deerfield Crossing Loan or freely prepayable from and after the maturity date and (v) receipt of a Rating Agency Confirmation.

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Deerfield Crossing Property (plus 18 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering the 12 months following restoration). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower will be required to carry terrorism insurance throughout the term of the Deerfield Crossing Loan as described in the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the related loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Deerfield Crossing Property are separately allocated to the Deerfield Crossing Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-104

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-105

CLOVER RIDGE EAST

 

B-106

CLOVER RIDGE EAST

 

B-107

CLOVER RIDGE EAST

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		CCRE
Location (City/State)	Palatine, Illinois	Cut-off Date Principal Balance		$31,500,000
Property Type	Multifamily	Cut-off Date Principal Balance per Unit		$114,130.43
Size (Units)	276	Percentage of Initial Pool Balance		3.8%
Total Occupancy as of 10/22/2015	96.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 10/22/2015	96.0%	Type of Security		Fee Simple
Year Built / Latest Renovation	1986 / 2008-2011	Mortgage Rate		4.8620%
Appraised Value	$42,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)		60
Underwritten Revenues	$4,144,038
Underwritten Expenses	$1,630,017
Underwritten Net Operating Income (NOI)	$2,514,020	Escrows
Underwritten Net Cash Flow (NCF)	$2,428,673		Upfront	Monthly
Cut-off Date LTV Ratio	75.0%	Taxes	$262,500	$43,750
Maturity Date LTV Ratio	69.0%	Insurance	$58,415	$5,078
DSCR Based on Underwritten NOI / NCF(1)	1.26x / 1.22x	Replacement Reserves	$0	$7,112
Debt Yield Based on Underwritten NOI / NCF	8.0% / 7.7%	Other(2)	$16,125	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$31,500,000	75.1%	Purchase Price	$41,500,000	98.9%
Principal’s New Cash Contribution	10,463,860	24.9	Reserves	337,040	0.8
			Closing Costs	126,820	0.3
Total Sources	$41,963,860	100.0%	Total Uses	$41,963,860	100.0%

(1) Based on amortizing debt service payments. Based on the current interest only payments, the DSCR based on Underwritten NOI and Underwritten NCF are 1.62x and 1.56x, respectively.

(2) Other upfront reserve represents a deferred maintenance reserve of $16,125. See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “Clover Ridge East Loan”) is evidenced by a promissory note in the original principal amount of $31,500,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in one multifamily property, comprised of 276 units located in Palatine, Illinois (the “Clover Ridge East Property”). The Clover Ridge East Loan was originated by Cantor Commercial Real Estate Lending, L.P. on October 27, 2015. The Clover Ridge East Loan represents approximately 3.8% of the Initial Pool Balance. The note evidencing the Clover Ridge East Loan has an outstanding principal balance as of the Cut-off Date of $31,500,000 and an interest rate of 4.8620% per annum. The borrower utilized the proceeds of the Clover Ridge East Loan and equity to acquire the Clover Ridge East Property.

The Clover Ridge East Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Clover Ridge East Loan requires interest only payments on each due date through and including the due date in November 2020, after which it requires monthly payments of interest and principal sufficient to amortize the Clover Ridge East Loan over a 30-year amortization schedule. The scheduled maturity date is the due date in November 2025. Voluntary prepayment of the Clover Ridge East Loan is permitted on or after August 6, 2025 without payment of any prepayment premium. Defeasance with certain direct non-callable obligations of the United States of America is permitted at any time on or after 2 years from the closing date of the securitization.

■ The Mortgaged Property. The Clover Ridge East Property is a garden style multifamily property, located at 1445 East Evergreen Drive in Palatine, Illinois. The Clover Ridge East Property consists of 276 units, across 14 one to three-story buildings in addition to a club house and two maintenance buildings. The property was built in 1986 and was renovated from 2008 to 2011. The prior owner invested $6.45 million in capital projects at the Clover Ridge East Property since 2002, including approximately $3.30 million for unit renovations in 2011. Unit amenities at the Clover Ridge East Property include full-size stacked and side-by-side washers and dryers, granite countertops, under-mount dual sinks, and stainless steel appliances. All units also include a balcony or patio. The Clover Ridge East Property also includes a party room with kitchenette, business center, fitness center, sauna, locker rooms and a heated outdoor pool. As of October 2015, Total Occupancy and Owned Occupancy for the Clover Ridge Property were both 96.0%.

B-108

CLOVER RIDGE EAST

The following table presents certain information relating to the units and rent at the Clover Ridge East Property:

Unit Mix %⁽¹⁾ 

Unit Type	# of Units	Average SF per Unit	Monthly(2) Market Rent Per Unit	Monthly Actual Rent per Unit	Underwritten Monthly Rent per Unit	Underwritten Rent
Ashbury- 1 Bed/1 Bath	92	792	$1,158	$1,167	$1,167	$1,288,721
Berkshire- 1 Bed/1 Bath + Den	46	914	1,273	1,290	1,290	711,892
Compton- 2 Bed/1 Bath	138	895	1,269	1,281	1,281	2,121,955
Total / Wtd. Avg.	276	864	$1,233	$1,245	$1,245	$4,122,569

(1) Based on rent roll dated October 22, 2015

(2) Source: Appraisal.

The following table presents certain information relating to historical leasing at the Clover Ridge East Property:

Historical Leased %⁽¹⁾

2012	2013	2014
94.9%	95.6%	96.2%

(1) As provided by the borrower and represents occupancy as of December 31 of each respective year unless otherwise indicated.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Clover Ridge East Property:

Cash Flow Analysis

	2012	2013	2014	TTM 9/30/2015	Underwritten	Underwritten $ per Unit
Base Rent(1)	$3,657,647	$3,785,807	$3,855,220	$3,961,417	$3,955,966	$14,333
Gross Up Vacancy	0	0	0	0	166,603	604
Gross Potential Rent	$3,657,647	$3,785,807	$3,855,220	$3,961,417	$4,122,569	$14,937
Vacancy, Credit Loss & Concessions(2)	(249,020)	(218,436)	(186,715)	(192,272)	(251,477)	(911)
Total Rent Revenue	$3,408,627	$3,567,371	$3,668,504	$3,769,145	$3,871,092	$14,026
Other Revenue(3)	248,359	253,654	234,845	305,323	272,946	989
Effective Gross Income	$3,656,986	$3,821,025	$3,903,349	$4,074,468	$4,144,038	$15,015
Total Operating Expenses	$1,538,513	$1,595,122	$1,651,901	$1,647,540	$1,630,017	$5,906
Net Operating Income	$2,118,473	$2,225,902	$2,251,448	$2,426,928	$2,514,020	$9,109
Replacement Reserves	0	0	0	0	85,348	309
Net Cash Flow	$2,118,473	$2,225,902	$2,251,448	$2,426,928	$2,428,673	$8,800

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Vacancy, Credit Loss & Concessions represent 6.1% of Underwritten Gross Potential Rent. As of October 22, 2015, the Clover Ridge East Property was 4.0% physically vacant. The appraiser concluded a vacancy and credit loss of 4.0%.

(3) Other revenue includes fees and other miscellaneous items.

■ Appraisal. According to the appraisal, the Clover Ridge East Property had an “as-is” appraised value of $42,000,000 as of September 16, 2015.

■ Environmental Matters. According to the Phase I environmental site assessment, dated October 26, 2015, there are no recognized environmental conditions or recommendations for further action at the Clover Ridge East Property other than the development and implementation of an operation and maintenance plan for asbestos, which is currently in place.

B-109

CLOVER RIDGE EAST

■ Market Overview and Competition. The Clover Ridge East Property is located in the suburban city of Palatine, Illinois, approximately 30 miles from the central business district of Chicago and approximately 15 miles from O’Hare International Airport. In 2013, Palatine was ranked number nine in Movoto Real Estate’s Best Cities in Illinois report, and Palatine’s population has grown approximately 3.1% since 2010, with an estimated household income of $94,698.

The Clover Ridge East Property is also located near employers, including The Allstate Corporation, W.W. Grainger, Inc. and Discover Financial Services, Inc. Additionally, the Clover Ridge East Property is located 0.25 miles from Route 53, a highway which converts into Interstate 290 several miles to the south. Four miles south of the Clover Ridge East Property, is Schaumburg’s Woodfield Mall, office complexes and Interstate 90, which runs southeast to O’Hare International Airport and downtown Chicago. Palatine residents also benefit from the Chicago Metra rail transit system, which provides access to the downtown area. Both the Palatine and Arlington Park stations are less than 2.5 miles from the Clover Ridge East Property.

The appraiser concluded that the Clover Ridge East Property is considered a Class B multifamily property. As of the second quarter of 2015, Class B product in the Palatine submarket indicated a 3.6% vacancy rate and a monthly asking rent of $1,255 per month for all construction vintages.

The following table presents certain information relating to the market occupancies and market vacancies for the Clover Ridge East Property:

Competitive Set⁽¹⁾

	Clover Ridge East	Williams Reserve	Arrowhead Apartments	Bourbon Square of Palatine	Arbor Lakes	Village Park at Palatine
Location	Palatine, IL	Palatine, IL	Palatine, IL	Palatine, IL	Arlington Heights, IL	Palatine, IL
Distance From Subject	NAP	0.5 Miles	2.0 Miles	2.1 Miles	2.9 Miles	3.7 Miles
Year Built / Renovated	1986/2008-2011	1979	1976	1986	1986	1979/2007
Number of Units	276	320	200	612	379	448
Occupancy	96%(2)	96%	98%	94%	97%	96%

(1) Source: Appraisal

(2) Per Borrower

■ The Borrower. The borrower is Clover Ridge Associates LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Clover Ridge East Loan. Alan J. Hayman and Andrew Hayman are the non-recourse carveout guarantors under the Clover Ridge East Loan.

Alan J. Hayman and Andrew Hayman are the CEO and President, respectively, of the Hayman Company, an affiliate of the borrower. Founded in 1965, the Hayman Company is headquartered in Detroit, Michigan with over 450 employees nationwide. The Hayman Company’s investment and management portfolio includes multifamily, office/flex, retail and industrial properties located in 24 states. In particular, the Hayman Company’s portfolio features over 40,000 apartment units and 16 million SF of commercial real estate.

■ Escrows. On the origination date, the borrower funded: (i) a tax reserve of $262,500, (ii) an insurance premium reserve of $58,415 and (iii) a deferred maintenance reserve of $16,125.

On each due date, the borrower is required to fund the following reserves with respect to the Clover Ridge East Loan: (i) a real estate tax reserve in the amount of one-twelfth of the amount the lender reasonably estimates will be necessary to pay taxes over the succeeding twelve month period, which currently equates to $43,750; (ii) an insurance reserve in the amount of one-twelfth of the amount the lender reasonably estimates will be necessary to pay insurance premiums over the succeeding twelve month period, which currently equates to $5,078 and (iii) a replacement reserve monthly deposit in an amount equal to $7,112 ($309 per unit annually).

B-110

CLOVER RIDGE EAST

■ Lockbox and Cash Management. The Clover Ridge East Loan is structured with a springing soft lockbox and springing cash management. The Clover Ridge East Loan documents require that, upon the commencement of a Clover Ridge East Cash Management Period, the borrower is required to establish and maintain a lockbox account for the sole benefit of the lender. During a Clover Ridge East Cash Management Period, the Clover Ridge East Loan documents require that all rents received by the borrower or the property manager are required to be deposited into a lender-controlled lockbox account within one business day after receipt. On each due date during the continuance of a Clover Ridge East Cash Management Period, the Clover Ridge East Loan documents require that all amounts on deposit in the cash management account after payment of debt service, required reserves and operating expenses be remitted to a borrower account unless an event of default has occurred in which case all remaining amounts will be reserved in an excess cash flow reserve as additional collateral. During the continuance of an event of default, funds on deposit in the cash management account may be applied by the lender in such order and priority as it determines in its sole discretion.

A “Clover Ridge East Cash Management Period” means any period commencing upon (i) any occurrence of any event of default or (ii) the failure by Borrower, after the end of two consecutive calendar quarters, to maintain a debt service coverage ratio (as calculated under the related loan documents) of at least 1.10x.

■ Property Management. The Clover Ridge East Property is currently managed by The Hayman Company, an affiliate of the borrower. Under the Clover Ridge East Loan documents, the Clover Ridge East Property may not be managed by any other party, other than a management company approved by the lender, which approval may be conditioned on the receipt of a Rating Agency Confirmation. Upon the occurrence of (i) an event of default under the Clover Ridge East Loan, (ii) certain material defaults by the property manager under the management agreement beyond any applicable cure period, (iii) the filing of a bankruptcy petition or a similar event with respect to the property manager or (iv) the change in 50% or more of the direct or indirect ownership interest in or control of manager has changed, the lender may require the borrower to replace the property manager with a new property manager approved by the lender, which approval may be conditioned on the receipt of a Rating Agency Confirmation.

■ Mezzanine or Subordinate Indebtedness. Not permitted.

■ Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism, so long as the lender determines that either (i) prudent owners of real estate comparable to the Clover Ridge East Property are maintaining such insurance, or (ii) prudent institutional lenders to such owners are requiring that such owners maintain such insurance, in an amount equal to the full replacement cost of the Clover Ridge East Property, plus 18 months of business interruption coverage. The all-risk policy including terrorism insurance is required to contain a deductible that is no larger than $25,000. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-111

EDGEWATER CROSSING APARTMENTS

 

B-112

EDGEWATER CROSSING APARTMENTS

 

B-113

EDGEWATER CROSSING APARTMENTS

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Panama City Beach, Florida	Cut-off Date Principal Balance		$31,200,000
Property Type	Multifamily	Cut-off Date Principal Balance per Unit		$117,293.23
Size (Units)	266	Percentage of Initial Pool Balance		3.8%
Total Occupancy as of 8/24/2015	95.1%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/24/2015	95.1%	Type of Security		Fee Simple
Year Built / Latest Renovation	2014 / NAP	Mortgage Rate		4.5690%
Appraised Value	$42,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)		60
Underwritten Revenues	$4,269,800
Underwritten Expenses	$1,519,047	Escrows
Underwritten Net Operating Income (NOI)	$2,750,753		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,694,893	Taxes	$136,032	$17,004
Cut-off Date LTV Ratio	74.3%	Insurance	$27,091	$9,307
Maturity Date LTV Ratio	68.1%	Replacement Reserves	$0	$5,542
DSCR Based on Underwritten NOI / NCF	1.44x / 1.41x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF	8.8% / 8.6%	Other	$0	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$31,200,000	99.6	%	Loan Payoff	$30,424,688	97.1	%
Principal’s New Cash Contribution	128,646	0.4		Closing Costs	740,836	2.4
				Reserves	163,123	0.5
Total Sources	$31,328,646	100.0	%	Total Uses	$31,328,646	100.0	%

■ The Mortgage Loan. The mortgage loan (the “Edgewater Crossing Apartments Loan”) is evidenced by a note in the original principal amount of $31,200,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a multifamily property located in Panama City Beach, Florida (the “Edgewater Crossing Apartments Property”). The Edgewater Crossing Apartments Loan was originated by GS Commercial Real Estate LP on October 2, 2015 and represents approximately 3.8% of the Initial Pool Balance. The note evidencing the Edgewater Crossing Apartments Loan has an outstanding principal balance as of the Cut-off Date of $31,200,000 and an interest rate of 4.5690% per annum. The borrower utilized the proceeds of the Edgewater Crossing Apartments Loan to refinance existing debt on the Edgewater Crossing Apartments Property, fund reserves and pay origination costs.

The Edgewater Crossing Apartments Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Edgewater Crossing Apartments Loan requires interest only payments on each due date through and including the due date in October 2020 and thereafter requires payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date of the Edgewater Crossing Apartments Loan is the due date in October 2025. Voluntary prepayment of the Edgewater Crossing Apartments Loan is prohibited prior to the due date in July 2025. Provided that no event of default under the Edgewater Crossing Apartments Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization Closing Date.

■ The Mortgaged Property. The Edgewater Crossings Apartments Property is a 266-unit garden style apartment community located in Panama City Beach, Florida. The Edgewater Crossings Apartments Property was built from 2013 until September 2014. The Edgewater Crossings Apartments Property is a gated community that features amenities including a resort-style zero walk-in pool with waterfalls, fitness center, business center, as well as access to the 27-hole Hombre Golf Course located in Panama City Beach. The Edgewater Crossings Apartments Property offers 1, 2, 3 and 4-bedroom floor plans with private patios/balconies. The Edgewater Crossings Apartments Property has been at or above 95.0% occupancy since June 2015 and as of August 24, 2015, Total Occupancy and Owned Occupancy were both 95.1%.

B-114

EDGEWATER CROSSING APARTMENTS

The following table presents certain information relating to the units and rent at the Edgewater Crossings Apartments Property:

Unit Mix⁽¹⁾

Unit Type	# of Units	Total SF	Average SF per Unit	Monthly Actual Rent per Unit(2)	Underwritten Monthly Rent	Underwritten Rent
1 bed / 1 bath	14	9,492	678	$943	$943	$158,411
1 bed / 1 bath	18	15,714	873	$1,008	$1,008	217,799
1 bed / 1 bath	18	16,884	938	$1,049	$1,049	226,621
2 bed / 2 bath	24	27,168	1,132	$1,250	$1,250	359,940
2 bed / 2 bath	24	28,776	1,199	$1,273	$1,273	366,480
2 bed / 2 bath	40	45,680	1,142	$1,268	$1,268	608,616
2 bed / 2 bath	40	55,680	1,392	$1,354	$1,354	649,786
2 bed / 2 bath	18	20,646	1,147	$1,345	$1,345	290,587
2 bed / 2 bath	6	8,250	1,375	$1,410	$1,410	101,520
3 bed / 2 bath	28	37,716	1,347	$1,423	$1,423	478,199
3 bed / 2 bath	28	37,716	1,347	$1,421	$1,421	477,506
3 bed / 2 bath	6	7,854	1,309	$1,494	$1,494	107,580
4 bed / 3 bath	2	5,286	2,643	$2,200	$2,200	52,800
Total / Wtd. Avg.	266	316,862	1,191	$1,283	$1,283	$4,095,844

(1) Source: Appraisal.

(2) As provided by the borrower per the underwritten rent roll dated August 24, 2015.

The following table presents certain information relating to historical leasing at the Edgewater Crossings Apartments Property: 

Historical Leased %⁽¹⁾

2013	2014
NA	49.3%

(1) As provided by the borrower. The Edgewater Crossing Apartments Property completed construction in September 2014.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Edgewater Crossings Apartments Property:

Cash Flow Analysis⁽¹⁾

	T-3 8/31/2015 Annualized		Underwritten		Underwritten $ per Unit
Base Rent	$4,131,684		$4,095,844		$15,398
Vacancy, Credit Loss and Concessions	(396,020	)	(217,992	)	(820	)
Non-Revenue Units	0		(15,420	)	(58	)
Total Rent Revenue	$3,735,664		$3,862,432		$14,520
Other Revenue(2)	471,316		407,368		1,531
Effective Gross Income	$4,206,980		$4,269,800		$16,052
Total Operating Expenses	$1,591,500		$1,519,047		$5,711
Net Operating Income	$2,615,480		$2,750,753		$10,341
Replacement Reserves	0		55,860		210
Net Cash Flow	$2,615,480		$2,694,893		$10,131

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Other Revenue includes laundry, parking, reimbursements, storage and other miscellaneous revenues.

B-115

EDGEWATER CROSSING APARTMENTS

■ Appraisal. According to the appraisal, the Edgewater Crossing Apartments Property had an “as-is” appraised value of $42,000,000 as of August 28, 2015.

■ Environmental Matters. According to a Phase I environmental report, dated September 11, 2015, there are no recognized environmental conditions or recommendations for further action at the Edgewater Crossing Apartments Property.

■ Market Overview and Competition. The Edgewater Crossings Apartments Property is located in the city of Panama City Beach, Florida. Panama City Beach is located in the northwest portion of Florida on the Gulf of Mexico. The Edgewater Crossings Apartments Property is located in the Panama City-Lynn Haven submarket. Access to the Edgewater Crossings Apartments Property neighborhood is provided by Florida State Road 30 and Highway 98. The Panama City-Lynn Haven, Florida metropolitan statistical area unemployment rate as of 2014 was 6.2%, down from the 7.2% level reported as of 2013 and the 8.6% value in 2012. The Edgewater Crossings Apartments Property is close to neighborhood and regional shopping and is within one mile to the public beaches along the Gulf of Mexico.

The 2014 population in Panama City, Florida metropolitan area was 185,669, with an estimated average household income of $44,486 for 2014. The estimated 2019 population within a five-mile radius of the property is 28,771 with an estimated average household income in 2014 of $61,994. For one-bedroom apartments within the Panama City metro area, average second quarter 2015 asking rents, as reported by a market research report, were $711. One-bedroom units within the Edgewater Crossing Apartments Property’s competitive set averaged $941 per month. For two-bedroom apartments within the Panama City metro area, average second quarter 2015 asking rents, as reported in a market research report, were $880. Two-bedroom units within the Edgewater Crossing Apartments Property’s competitive set averaged $1,101 per month. For three-bedroom apartments within the Panama City metro area, average second quarter 2015 asking rents, as reported in a market research report were $1,094. Three-bedroom units within the Edgewater Crossing Apartments Property’s competitive set averaged $1,306 per month. Average second quarter 2015 asking rents, as reported by a market research report, were up 1.9% for the quarter as well as up 1.1% for the year.

The following table presents certain information relating to the primary competition for the Edgewater Crossings Apartments Property:

Competitive Set⁽¹⁾

	Edgewater Crossings Apartments	Laketown Wharf	The Retreat at PCB	Ashley at Breakfast Point	Cabana West Apartments	The Club at Panama Beach
City	Panama City Beach, FL	Panama City Beach, FL	Panama City Beach, FL	Panama City Beach, FL	Panama City Beach, FL	Panama City Beach, FL
Occupancy	95.1%	90.0%	95.0%	93.1%	94.0%	96.1%
Units	266	400	360	360	268	254
Year Built	2014	2006	2008	2007	2007	1998

(1) Source: Appraisal.

■ The Borrower. The borrower is Edgewater Crossings, Ltd., a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Edgewater Crossing Apartments Loan. The non-recourse carveout guarantors under the Edgewater Crossing Apartments Loan are J. Wallace Nall, Jr., Wesley L. Burnham, Jr., J. Wallace Nall, III, Paul M. Whatley, Jr. and Robert D. Reich, Jr., indirect owners of the borrower.

The non-recourse carveout guarantors are the original developers of the Edgewater Crossings Apartments Property and they have held a commercial presence in the Panama City Beach market since 1969. The borrower sponsors completed development of their first condominium project in the early 1970s. Currently, in addition to the Edgewater Crossing Apartments Property, the borrower sponsors own or manage 10 short-term condominium rental properties known as Resort Collection of Panama City Beach as well as a championship 27-hole golf facility known as Hombre Golf Course. The borrower sponsors are based in Birmingham, Alabama.

■ Escrows. On the origination date, the borrower funded (i) a tax reserve in the amount of $136,032 and (ii) an insurance reserve in the amount of $27,091. On each due date, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period and (ii) a capital expenditure reserve equal to $5,542.

B-116

EDGEWATER CROSSING APARTMENTS

■ Lockbox and Cash Management. None. The borrower is required to maintain an operating account into which all revenue related to the Edgewater Crossing Apartments Property and all other money received by the borrower or the property manager with respect to the Edgewater Crossing Apartments Property (other than tenant security deposits required to be held in escrow accounts) are required to be deposited by the end of the first business day following the borrower or property manager’s receipt thereof. The borrower is required to deliver to the lender each month the monthly bank statement related to the operating account. Upon the occurrence and continuance of an event of default under the Edgewater Crossing Apartments Loan or an Edgewater Crossing Apartments Trigger Period, the borrower will be required to deposit all excess cash flow into an excess cash flow reserve account. Provided that no event of default under the Edgewater Crossing Apartments Loan is then continuing, the lender will release to the operating account all amounts then contained in the excess cash flow reserve account on the first due date after the borrower delivers to the lender evidence reasonably satisfactory to the lender that no Edgewater Crossing Apartments Trigger Period is then continuing.

An “Edgewater Crossing Apartments Trigger Period” means the period (i) commencing as of the conclusion of any 12-month period (ending on the last day of any fiscal quarter) during which net operating income (as calculated pursuant to the related loan documents) is less than $2,244,000, and ending at the conclusion of the second consecutive fiscal quarter for which net operating income for the trailing 12-month period (ending on the last day of any fiscal quarter) is greater than $2,244,000 or (ii) commencing upon the borrowers’ failure to deliver monthly, quarterly or annual financial reports and ending when such financial reports are delivered and they indicate that no trigger period under clause (i) above has commenced and is continuing.

■ Property Management. The Edgewater Crossing Apartments Property is managed by Pegasus Residential LLC pursuant to a management agreement. Under the related loan documents, the Edgewater Crossing Apartments Property is required to be managed by Pegasus Residential LLC or any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, a property manager with a property manager selected by the lender (i) during the continuance of an event of default under the Edgewater Crossing Apartments Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by a property manager under the related management agreement (after the expiration of any applicable notice and/or cure periods), (iv) if a property manager files for, or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for a property manager’s assets or a property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Mezzanine or Subordinate Indebtedness. Not permitted.

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Edgewater Crossing Apartments Property (plus rental loss and/or business interruption coverage for the 18 month period from the date of any casualty and containing an extended period of indemnity endorsement covering the 12 month period commencing on the date on which the Edgewater Crossing Apartments Property has been restored). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower will be required to carry terrorism insurance throughout the term of the Edgewater Crossing Apartments Loan as described in the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the related loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance will not have a deductible in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Edgewater Crossing Apartments Property are separately allocated to the Edgewater Crossing Apartments Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-117

GSA PORTFOLIO

 

B-118

GSA PORTFOLIO

 

B-119

GSA PORTFOLIO

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	24	Loan Seller		GSMC
Location (City/State)	Various, Various	Cut-off Date Principal Balance(2)		$27,384,375
Property Type	Office	Cut-off Date Principal Balance per SF(1)		$133.82
Size (SF)	409,258	Percentage of Initial Pool Balance		3.3%
Total Occupancy as of 10/1/2015	91.7%	Number of Related Mortgage Loans		None
Owned Occupancy as of 10/1/2015	91.7%	Type of Security		Fee Simple
Year Built / Latest Renovation	2001-2013 / NAP	Mortgage Rate		4.9060%
Appraised Value	$73,025,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)		12
Underwritten Revenues	$8,236,348
Underwritten Expenses	$3,058,707	Escrows
Underwritten Net Operating Income (NOI)	$5,177,641		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$4,718,236	Taxes	$151,195	$60,697
Cut-off Date LTV Ratio(1)	75.0%	Insurance	$66,863	$13,546
Maturity Date LTV Ratio(1)	63.1%	Replacement Reserve(4)	$0	$13,382
DSCR Based on Underwritten NOI / NCF(1)	1.48x / 1.35x	TI/LC(5)	$0	$34,105
Debt Yield Based on Underwritten NOI / NCF(1)	9.5% / 8.6%	Other(6)	$572,966	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$54,768,750	98.5%	Loan Payoff	$53,032,333	95.4%
Principal’s New Cash Contribution	811,256	1.5%	Closing Costs	1,756,648	3.2%
			Reserves	791,025	1.4%
Total Sources	$55,580,006	100.0%	Total Uses	$55,580,006	100.0%

(1) Calculated based on the aggregate balance of the GSA Portfolio Whole Loan.

(2) The Cut-off Date Principal Balance of $27,384,375 represents the controlling note A-1 of a $54,768,750 whole loan evidenced by two pari passu notes. The companion loan, with a principal balance of $27,384,375 is expected to be contributed to one or more future securitization transactions.

(3) Replacement reserve is capped at $481,735. See “—Escrows” below.

(4) TI/LC reserve is capped at $1,227,774. See “—Escrows” below.

(5) Other upfront reserves represent a TI/LC and Capex holdback ($500,000), and a deferred maintenance reserve ($72,966). See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “GSA Portfolio Loan”) is part of a whole loan structure (the “GSA Portfolio Whole Loan”) comprised of two pari passu notes that are secured by first mortgages encumbering the borrowers’ fee simple interests in twenty-four office properties located in Mobile, Alabama; Savannah, Georgia; Covington, Georgia; Nashville, Tennessee; Memphis, Tennessee; College Park, Georgia; Tallahassee, Florida; Elizabethtown, Kentucky; Greenville, North Carolina; Birmingham, Alabama; Paducah, Kentucky; Little Rock, Arkansas; Huntsville, Alabama; Columbus, Mississippi; Memphis, Tennessee; Frankfort, Kentucky; Henderson, North Carolina; Gadsden, Alabama; Bessemer, Alabama; Richmond, Kentucky; Tullahoma, Tennessee; Fairhope, Alabama; Lawrenceburg, Tennessee, and Moss Point, Mississippi (each individually, a “GSA Portfolio Property” and, collectively, the “GSA Portfolio Properties”). The GSA Portfolio Loan (evidenced by note A-1) has an outstanding principal balance as of the Cut-off Date of $27,384,375 and represents approximately 3.3% of the Initial Pool Balance. The related companion loan (the “GSA Portfolio Companion Loan”) has an outstanding principal balance as of the Cut-off Date of $27,384,375 and represents a non-controlling interest in the GSA Portfolio Whole Loan and is currently held by Goldman Sachs Mortgage Company and expected to be contributed to one or more future securitization transactions. The GSA Portfolio Whole Loan was originated by Goldman Sachs Mortgage Company on October 13, 2015. The GSA Portfolio Whole Loan has an original principal balance of $54,768,750 and each note has an interest rate of 4.9060% per annum. The borrowers utilized the proceeds of the GSA Portfolio Whole Loan to refinance the existing debt on the GSA Portfolio Properties, fund reserves and pay origination costs.

The GSA Portfolio Whole Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The GSA Portfolio Whole Loan requires interest only payments on each due date through and including the due date in November 2016 and thereafter requires payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date of the GSA Portfolio Whole Loan is the due date in November 2025. Voluntary prepayment of the GSA Portfolio Whole Loan is prohibited prior to August 6, 2025. Provided that no event of default under the GSA Portfolio Whole Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the earlier of (a) the third anniversary of the origination date of the GSA Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the GSA Portfolio Whole Loan is deposited. 

B-120

GSA PORTFOLIO

■ The Mortgaged Properties. The GSA Portfolio Properties are comprised of 24 buildings built between 2001 and 2013, located in eight states. The GSA Portfolio Properties consist of 409,258 SF and as of October 1, 2015 Total and Owned Occupancy are both 91.7%.

The following table presents certain information relating to the GSA Portfolio Properties:

Property Name	City	State	Cut-off Date Allocated Loan Amount	Total GLA	Occupancy(1)	Year Built	Appraised Value(1)	UW NCF(1)
Mobile	Mobile	AL	$3,787,500	50,816	100.0%	2002	$10,100,000	$733,585
Savannah	Savannah	GA	3,075,000	35,938	100.0%	2007	8,200,000	450,484
Covington	Covington	GA	2,100,000	32,543	69.2%	2010	5,600,000	438,195
Nashville	Nashville	TN	1,687,500	18,575	100.0%	2009	4,500,000	308,578
Memphis - Midtown	Memphis	TN	1,425,000	21,250	100.0%	2003	3,800,000	245,906
Atlanta	College Park	GA	1,312,500	22,100	100.0%	2006	3,500,000	201,858
Tallahassee	Tallahassee	FL	1,181,250	25,306	50.0%	2010	3,150,000	129,774
Elizabethtown	Elizabethtown	KY	1,162,500	12,215	100.0%	2003	3,100,000	198,608
Greenville	Greenville	NC	1,087,500	13,775	100.0%	2003, 2013	2,900,000	212,131
Birmingham	Birmingham	AL	1,012,500	16,544	100.0%	2004	2,700,000	171,298
Paducah	Paducah	KY	975,000	23,000	50.0%	2008	2,600,000	171,226
Little Rock	Little Rock	AK	956,250	23,495	100.0%	2002	2,550,000	127,590
Huntsville	Huntsville	AL	918,750	13,000	100.0%	2008	2,450,000	167,475
Columbus	Columbus	MS	900,000	10,377	100.0%	2002	2,400,000	157,189
Memphis - North	Memphis	TN	787,500	12,545	100.0%	2005	2,100,000	132,353
Frankfort	Frankfort	KY	787,500	14,124	100.0%	2004	2,100,000	146,498
Henderson	Henderson	NC	675,000	8,668	100.0%	2004, 2013	1,800,000	98,649
Gadsden	Gadsden	AL	637,500	10,000	100.0%	2007	1,700,000	124,407
Bessemer	Bessemer	AL	543,750	8,600	100.0%	2007	1,450,000	90,072
Richmond	Richmond	KY	543,750	7,189	100.0%	2002	1,450,000	84,022
Tullahoma	Tullahoma	TN	525,000	8,280	100.0%	2002	1,400,000	101,146
Fairhope	Fairhope	AL	525,000	7,587	100.0%	2002	1,400,000	80,254
Lawrenceburg	Lawrenceburg	TN	468,750	6,260	100.0%	2001	1,250,000	82,047
Moss Point	Moss Point	MS	309,375	7,071	100.0%	2001	825,000	64,892
Total / Wtd. Avg.			$27,384,375	409,258	91.7%		$73,025,000	$4,718,236

(1) Based on the GSA Portfolio Whole Loan.

The following table presents certain information relating to the major tenants for the GSA Portfolio Properties:

Ten Largest Tenants on Underwritten Base Rent

Tenant Name(1)	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA	% of GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
Social Security Administration - Mobile	AAA / Aaa / AA+	50,816	12.4%	$877,592	13.6%	$17.27	7/14/2018	NA
Office of Disability Adjudication and Review - Savannah	AAA / Aaa / AA+	17,969	4.4	417,152	6.5	23.22	6/30/2018	NA
Office of Disability Adjudication and Review - Covington	AAA / Aaa / AA+	16,543	4.0	412,748	6.4	24.95	8/31/2020	NA
Social Security Administration - Nashville	AAA / Aaa / AA+	18,575	4.5	399,363	6.2	21.50	7/31/2019	NA
Office of Disability Adjudication and Review - Tallahassee	AAA / Aaa / AA+	12,653	3.1	366,304	5.7	28.95	10/31/2020	NA
Customs Enforcement - Atlanta	AAA / Aaa / AA+	22,100	5.4	342,992	5.3	15.52	9/30/2016	NA
Pardons/Parole - Savannah	AAA / Aaa / AA+	17,969	4.4	339,880	5.3	18.91	6/30/2016	3, 1-year options
Social Security Administration - Memphis Midtown	AAA / Aaa / AA+	21,250	5.2	279,806	4.3	13.17	5/31/2020	NA
Office of Disability Adjudication and Review - Paducah	AAA / Aaa / AA+	11,500	2.8	269,675	4.2	23.45	11/30/2018	NA
Military Entrance Processing Station - Little Rock	AAA / Aaa / AA+	23,495	5.7	263,954	4.1	11.23	5/31/2017	NA
Ten Largest Tenants		212,870	52.0%	$3,969,467	61.4%	$18.65
Remaining Tenants		162,223	39.6	2,491,937	38.6	15.36
Vacant		34,165	8.3	0	0.0	0.00
Totals / Wtd. Avg. Tenants		409,258	100.0%	$6,461,403	100.0%	$17.23

(1) Each of the tenants listed above has the right to terminate its lease upon 60 days’ notice except for Pardons/Parole – Savannah which has the right to terminate its lease upon 45 days’ notice.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

B-121

GSA PORTFOLIO

The following table presents certain information relating to the lease rollover schedule for the GSA Portfolio Properties based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA	Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	# of Expiring Leases
MTM	0	0.0%	0.0%	$0	0.0%	$0.00	0
2015	0	0.0	0.0%	0	0.0	0.00	0
2016	40,069	9.8	9.8%	682,872	10.6	17.04	2
2017	76,806	18.8	28.6%	1,129,968	17.5	14.71	6
2018	80,285	19.6	48.2%	1,564,419	24.2	19.49	3
2019	35,119	8.6	56.8%	634,287	9.8	18.06	2
2020	62,991	15.4	72.1%	1,255,853	19.4	19.94	4
2021	4,088	1.0	73.1%	69,496	1.1	17.00	1
2022	22,420	5.5	78.6%	330,920	5.1	14.76	4
2023	44,647	10.9	89.5%	664,434	10.3	14.88	4
2024	8,668	2.1	91.7%	129,153	2.0	14.90	1
2025	0	0.0	91.7%	0	0.0	0.00	0
2026 & Thereafter	0	0.0	91.7%	0	0.0	0.00	0
Vacant	34,165	8.3	100.0%	0	0.0	0.00	0
Total / Wtd. Avg.	409,258	100.0%		$6,461,403	100.0%	$17.23	27

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical occupancy for the GSA Portfolio Properties:

Historical Leased %⁽¹⁾

2013	2014	TTM 8/31/2015
91.6%	91.6%	91.6%

(1) As provided by the borrower and reflects average occupancy as of December 31 for the indicated year unless specified otherwise.

n Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow for the GSA Portfolio Properties:

Cash Flow Analysis⁽¹⁾

	2013		2014		TTM 8/31/2015		Underwritten(2)(3)			Underwritten $ per SF
Base Rent	$	8,869,937	$	8,843,769	$	8,833,696	$	6,461,403		$	15.79
Gross Up Vacancy		0		0		0		708,123			1.73
Total Rent	$	8,869,937	$	8,843,769	$	8,833,696	$	7,169,526		$	17.52
Total Reimbursables(4)		71,035		76,092		71,538		2,129,049			5.20
Other Income(5)		0		0		0		(27,783	)		(0.07	)
Less Vacancy & Credit Loss		0		0		0		(1,034,444	)		(2.53	)
Effective Gross Income	$	8,940,972	$	8,919,861	$	8,905,235	$	8,236,348		$	20.13
Total Operating Expenses	$	2,955,154	$	3,032,972	$	3,110,184	$	3,058,707		$	7.47
Net Operating Income	$	5,985,818	$	5,886,890	$	5,795,051	$	5,177,641		$	12.65
TI/LC		0		0		0		299,294			0.73
Capital Expenditures		0		0		0		160,112			0.39
Net Cash Flow	$	5,985,818	$	5,886,890	$	5,795,051	$	4,718,236		$	11.53

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on contractual rents as of October 1, 2015 and contractual rent steps through November 1, 2015.

(3) Underwritten net cash flow assumes market vacancy for the submarkets in which the properties are located.

(4) Historically, the borrower does not separate operating rent from base rent. Underwritten reimburseables reflects the contractual operating rent with CPI adjustments and any real estate tax reimbursements.

(5) Other income includes TI rent bumps and mark to market rental adjustments.

B-122

GSA PORTFOLIO

■ Appraisal. According to the appraisals, dated between July 14, 2015 and August 1, 2015, the GSA Portfolio Properties had an aggregate “as-is” appraised value of $73,025,000.

■ Environmental Matters. According to the Phase I environmental reports, dated between September 23, 2015 and September 30, 2015, there are no recognized environmental conditions or recommendations for further action at any of the GSA Portfolio Properties.

■ Market Overview and Competition. The GSA Portfolio Properties consist of 24 properties in eight states. The following highlights the five largest submarkets:

Mobile, Alabama (13.8% of Cut-off Date Allocated Loan Amount): The Mobile Property is 100% occupied by the Social Security Administration and is located within the Mobile submarket. Per CBRE, current occupancy in the CBD submarket is 87.5% and the Appraiser concluded that market rent for the property is $23.00 per SF.

Savannah, Georgia (11.2% of Cut-off Date Allocated Loan Amount): The Savannah Property is 100% occupied by the Office of Disability Adjudication and Review and Pardons/Parole - Savannah. Per CBRE, the property is located in the Greater Savannah Submarket, which has a current market occupancy of 95.0%. and appraiser concluded that market rent for this property is $24.00 per SF.

Covington, Georgia (7.7% of Cut-off Date Allocated Loan Amount): The Covington Property is 68.7% occupied by the Office of Disability Adjudication and Review and Newton Medical. The Office of Disability Adjudication and Review occupies the second floor space and Newton Medical occupies 37.42% of the first floor space. Per CBRE, the South Atlanta Submarket has a current market occupancy of 86.3% and the appraiser concludes that market rent for this property is $32.00 per SF for the Office of Disability Adjudication and Review and $18.00 per SF for the Newton Medical.

Nashville, Tennessee (6.2% of Cut-off Date Allocated Loan Amount): The Nashville Property is 100% occupied by the Social Security Administration. The property is located within the MetroCenter submarket of Nashville, which is directly north of downtown Nashville. Per CBRE, the current market occupancy for the MetroCenter submarket is 86.3% and the Appraiser concludes that market rent is $26.50 per SF.

Memphis Midtown, Tennessee (5.2% of Cut-off Date Allocated Loan Amount): The Memphis - Midtown Property is 100% occupied by the Social Security Administration. Per CBRE, the current market occupancy is 97.2% and the Appraiser concludes that market rent is $22.00 per SF.

■ The Borrowers. The borrowers are MSDG Atlanta South, LLC, MSDG Bessemer, LLC, MSDG Birmingham, LLC, MSDG Columbus, LLC, MSDG Covington, LLC, MSDG Elizabethtown, LLC, MSDG Fairhope, LLC, MSDG Frankfort, LLC, MSDG Gadsden, LLC, MSDG Greenville, LLC, MSDG Henderson, LLC, MSDG Huntsville, LLC, MSDG Lawrenceburg, LLC, MSDG Little Rock, LLC, MSDG Memphis Midtown, LLC, MSDG Memphis North, LLC, MSDG Mobile, LLC, MSDG Moss Point, LLC, MSDG Nashville, LLC, MSDG Paducah, LLC, MSDG Richmond, LLC, MSDG Savannah, LLC, MSDG Tallahassee, LLC and MSDG Tullahoma, LLC, each a single-purpose, single-asset entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the GSA Portfolio Whole Loan. David G. Chandler and Darell Ray Pierce, each an indirect owner of the borrowers, are the non-recourse carveout guarantors under the GSA Portfolio Whole Loan.

■ Escrows. On the origination date, the borrowers funded (i) a tax reserve in the amount of $151,195, (ii) a deferred maintenance reserve in the amount of $72,966 (iii) an insurance reserve of $66,863 and (iv) a tenant improvement and leasing commission reserve in the amount of $500,000.

On each due date, the borrowers will be required to fund (i) a tax and insurance reserve deposit in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period, (ii) tenant improvement and leasing commission reserve in the amount of $34,105 (subject to an adjustment for any released portion of the GSA Portfolio Properties), capped at $1,227,774 and (iii) capital expenditure reserve in the amount of $13,382 (subject to an adjustment for any released portion of the GSA Portfolio Properties), capped at 481,735.

B-123

GSA PORTFOLIO

■ Lockbox and Cash Management. The GSA Portfolio Whole Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of the initial GSA Portfolio Cash Management Period, the related loan documents permit the lender to deliver notices to each tenant instructing them to remit all rents into a lender-controlled lockbox account and require that all cash revenues relating to the GSA Portfolio Properties and all other money received by the borrowers or the property manager with respect to the GSA Portfolio Properties (other than tenant security deposits) be deposited into such lockbox account or the cash management account within one business day following receipt. On each business day during the continuance of a GSA Portfolio Cash Management Period, all amounts in the lockbox account are required to be remitted to a lender-controlled cash management account. To the extent that the initial GSA Portfolio Cash Management Period expires or an event of default under the GSA Portfolio Whole Loan is cured, all funds in the lockbox account are required to be swept into a borrower-controlled operating account.

On each business day during a GSA Portfolio Cash Management Period, but to the extent that no GSA Portfolio Trigger Period or event of default under the GSA Portfolio Whole Loan is continuing, all amounts in the cash management account in excess of the amounts required to pay monthly reserves and debt service on the next due date are required to be deposited into a borrower-controlled operating account containing only amounts relating to the GSA Portfolio Loan Combination. On each due date during a continuing GSA Portfolio Cash Management Period, provided no event of default under the GSA Portfolio Loan is continuing (an at the lender’s discretion, during an event of default under the GSA Portfolio Loan), the related loan documents require that all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses, be reserved in an excess cash flow reserve account.

A “GSA Portfolio Cash Management Period” means (i) any period from the commencement of a GSA Portfolio Trigger Period to the end of such GSA Portfolio Trigger Period, (ii) any period from the occurrence of an event of default under the GSA Portfolio Loan documents until such event is waived by the lender, or (iii) the period from the commencement of any subsequent GSA Portfolio Trigger Period or event of default until the GSA Portfolio Loan is paid in full.

A “GSA Portfolio Trigger Period” means any period (i) commencing upon the debt service coverage ratio (as calculated under the GSA Portfolio Loan documents) for the trailing 12-month period (as of the last day of any fiscal quarter) is 1.25x or less (unless the borrowers deposits $910,000 into the excess cash reserve within 10 business days after a GSA Portfolio Trigger Period would have commenced and each yearly anniversary thereafter that the debt service coverage ratio is 1.25x or less) and ending at the conclusion of the second consecutive fiscal quarter for which the debt service coverage ratio is greater than 1.25x, and (ii) commencing upon the borrowers’ failure to deliver monthly, quarterly or annual financial reports and ending when such reports are delivered and they indicate that no other GSA Portfolio Trigger Period is ongoing.

■ Property Management. The GSA Portfolio Properties are managed by Chandler Real Estate, Inc. pursuant to a management agreement. Under the GSA Portfolio Property Loan documents, the GSA Portfolio Property is required to remain managed by Chandler Real Estate Inc. or any other management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrowers to replace, the property manager with a property manager selected by the lender (i) during the continuance of an event of default under the GSA Portfolio Whole Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) if the property manager files for or is the subject of a petition in bankruptcy or (iv) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

B-124

GSA PORTFOLIO

■ Release of Collateral. Provided no monetary event of default under the GSA Portfolio Whole Loan is then continuing, at any time prior to the first due date following the earlier to occur of (a) the third anniversary of the origination date of the GSA Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the GSA Portfolio Whole Loan is deposited, the related borrower may obtain the release of the GSA Portfolio Property located in Tallahassee, Florida from the lien of the GSA Portfolio Loan documents upon the exercise of the repurchase right contained in the Tallahassee Property right of first refusal agreement (the “Tallahassee ROFR”), subject to the satisfaction of certain conditions set forth in the GSA Portfolio Loan documents, including among others: (1) the sale of the Tallahassee Property is only as a result of the exercise of the repurchase right contained in the Tallahassee ROFR following a breach or default by the borrower thereunder; (2) the related borrower is required to prepay to the lender an amount (the “Release Price”) equal to the greater of (i) 125% of its allocated loan amount or (ii) the net sales proceeds from the sale of the related GSA Portfolio Property for the Tallahassee Property in question, a prepayment fee equal to the yield maintenance premium and any other amounts required under the GSA Portfolio Loan documents; (3) delivery of a Rating Agency Confirmation and (4) delivery of a REMIC opinion; and (5) receipt of a Rating Agency Confirmation.

Provided no event of default under the GSA Portfolio Whole Loan is then continuing, at any time on or after the first due date following the earlier to occur of (a) the third anniversary of the origination date of the GSA Portfolio Whole Loan and (b) the second anniversary of the closing date of the securitization into which the last piece of the GSA Portfolio Whole Loan is deposited, the borrowers may obtain the release of more or more GSA Portfolio Properties from the lien of the GSA Portfolio Loan documents by defeasing either the entire GSA Portfolio Whole Loan, or a portion of the GSA Portfolio Whole Loan equal to the lesser of (i) the sum of the Release Prices of the GSA Portfolio Properties so released and (ii) the portion of the debt that has not been defeased as of the date of such release, provided that after giving effect thereto, unless the GSA Portfolio Whole Loan is defeased in full, debt service coverage ratio for the 12-month period ending on the last day of a fiscal quarter then most recently ended, recalculated to include only income and expense attributable to the GSA Portfolio Properties remaining after the contemplated release and to exclude the interest expense on the aggregate amount defeased, is required to be no less than the greater of (i) 1.684x or the debt service coverage ratio immediately prior to such release. Moreover, such defeasance is subject to the satisfaction of certain conditions set forth in the GSA Portfolio Loan documents, including among others: (i) delivery of a Rating Agency Confirmation and (ii) the satisfaction of certain REMIC requirements.

■ Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrowers are required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the GSA Portfolio Properties (plus 12 months of rental loss and/or business interruption coverage plus an additional period of indemnity covering the 6 months following restoration). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrowers will be required to carry terrorism insurance throughout the term of the GSA Portfolio Whole Loan as described in the preceding sentence, but in that event the borrowers will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the related loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrowers will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrowers provide evidence satisfactory to the lender that the insurance premiums for the GSA Portfolio Properties are separately allocated to each GSA Portfolio Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Be Unavailable or Insufficient” in the Free Writing Prospectus.

B-125

PINE CREEK SHOPPING CENTER

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Grass Valley, California	Cut-off Date Principal Balance		$25,900,000
Property Type	Retail	Cut-off Date Principal Balance per SF		$119.53
Size (SF)	216,683	Percentage of Initial Pool Balance		3.2%
Total Occupancy as of 10/6/2015	87.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 10/6/2015	87.0%	Type of Security		Fee Simple
Year Built / Latest Renovation	1988 / 2005	Mortgage Rate		4.3100%
Appraised Value	$39,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Term (Months)	120
		Borrower Sponsor(1)	ACREG Investment Holdings LLC
Underwritten Revenues	$3,561,708
Underwritten Expenses	$960,443	Escrows
Underwritten Net Operating Income (NOI)	$2,601,265		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,456,921	Taxes	$0	$0
Cut-off Date LTV Ratio	66.4%	Insurance	$0	$0
Maturity Date LTV Ratio(2)	63.8%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF	2.30x / 2.17x	TI/LC	$450,000	$0
Debt Yield Based on Underwritten NOI / NCF	10.0% / 9.5%	Other(3)	$75,900	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$25,900,000	67.3	%	Purchase Price	$37,750,000	98.0	%
Principal’s New Cash Contribution	12,604,277	32.7		Reserves	525,900	1.4
				Closing Costs	228,377	0.6
Total Sources	$38,504,277	100.0	%	Total Uses	$38,504,277	100.0	%

(1) ACREG Investment Holdings LLC is the non-recourse carveout guarantor under the Pine Creek Shopping Center Loan.

(2) The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $40,600,000. The Maturity Date LTV Ratio calculated based on the “as-is” appraised value is 66.4%.

(3) Other upfront reserve represents deferred maintenance reserve.

The following table presents certain information relating to the major tenants at the Pine Creek Shopping Center Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF(2)	Occupancy Cost	Renewal / Extension Options
Raley’s	NR / NR / NR	60,114	27.7	%	$495,936	19.1	%	$8.25	4/30/2018	$741.84	2.1%	3, 5-year options
JCPenney	B- / NR / CCC+	37,259	17.2		234,750	9.1		6.30	11/30/2018	$185.47	4.6%	3, 5-year options
Petco	NR / B3 / B	12,000	5.5		222,000	8.6		18.50	1/31/2021	NA	NA	2, 5-year options
Foothill Mattress Center	NR / NR / NR	6,516	3.0		178,373	6.9		27.37	1/31/2022	$248.15	13.1%	NA
Dollar Tree	NR / Ba2 / BB	9,938	4.6		152,548	5.9		15.35	7/31/2024	$240.20	8.1%	1, 5-year option
IHOP	NR / NR / NR	5,000	2.3		134,400	5.2		26.88	1/31/2017	NA	NA	NA
South Yuba Club	NR / NR / NR	12,567	5.8		134,090	5.2		10.67	9/30/2016	$48.72	30.3%	NA
ReMax	NR / NR / NR	5,800	2.7		91,116	3.5		15.71	1/31/2019	NA	NA	NA
Starbucks	A- / A2 / A-	3,300	1.5		87,120	3.4		26.40	8/31/2021	NA	NA	4, 5-year options
Carl’s Jr.(3)	NR / B2 / B-	2,536	1.2		82,500	3.2		32.53	2/28/2019	NA	NA	1, 57-month option
Ten Largest Tenants		155,030	71.5	%	$1,812,834	69.9	%	$11.69
Remaining Owned Tenants		33,583	15.5		779,468	30.1		23.21
Vacant (Owned Space)		28,070	13.0		0	0.0		0.00
Total / Wtd. Avg. All Tenants		216,683	100.0	%	$2,592,303	100.0	%	$13.74

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Sales data are as of 12/31/2013.

(3) Carl’s Jr. is a ground lease tenant.

B-126

PINE CREEK SHOPPING CENTER

The following table presents the lease rollover schedule at the Pine Creek Shopping Center Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring Tenants
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2015	0	0.0		0.0		0	0.0		0.00	0
2016	12,567	5.8		5.8		134,090	5.2		10.67	1
2017	15,720	7.3		13.1		416,007	16.0		26.46	7
2018	100,326	46.3		59.4		806,824	31.1		8.04	4
2019	15,745	7.3		66.6		349,491	13.5		22.20	7
2020	10,341	4.8		71.4		193,470	7.5		18.71	5
2021	16,200	7.5		78.9		333,420	12.9		20.58	3
2022	7,776	3.6		82.5		206,452	8.0		26.55	2
2023	0	0.0		82.5		0	0.0		0.00	0
2024	9,938	4.6		87.0		152,548	5.9		15.35	1
2025	0	0.0		87.0		0	0.0		0.00	0
2026 & Thereafter	0	0.0		87.0		0	0.0		0.00	0
Vacant	28,070	13.0		100.0	%	0	0.0		0.00	0
Total / Wtd. Avg.	216,683	100.0	%			$2,592,303	100.0	%	$13.74	30

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the Pine Creek Shopping Center Property:

Historical Leased %⁽¹⁾

	2012	2013	2014
Owned Space	87.1%	89.9%	90.8%

(1) As provided by the borrower and represents occupancy as of December 31 for the indicated time period.

B-127

PINE CREEK SHOPPING CENTER

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Pine Creek Shopping Center Property:

Cash Flow Analysis⁽¹⁾

	2013	2014	TTM 8/31/2015	Underwritten(2)		Underwritten $ per SF
Base Rent	$2,582,089	$2,605,312	$2,577,454	$2,592,303		$11.96
Gross Up Vacancy	0	0	0	643,227		2.97
Total Rent	$2,582,089	$2,605,312	$2,577,454	$3,235,530		$14.93
Total Reimbursables	617,315	542,009	601,414	743,617		3.43
Other Income	166,464	16,992	92,915	225,788		1.04
Vacancy & Credit Loss	0	0	0	(643,227	)	(2.97	)
Effective Gross Income	$3,365,868	$3,164,313	$3,271,783	$3,561,708		$16.44
Real Estate Taxes	$321,049	$312,124	$312,124	$403,366		$1.86
Insurance	68,585	63,080	61,535	44,470		0.21
Management Fee	67,851	65,799	68,267	106,851		0.49
Other Operating Expenses	478,734	387,889	405,755	405,755		1.87
Total Operating Expenses	$936,219	$828,872	$847,681	$960,443		$4.43
Net Operating Income	$2,429,649	$2,335,441	$2,424,103	$2,601,265		$12.00
TI/LC	0	0	0	88,007		0.41
Replacement Reserves	0	0	0	56,338		0.26
Net Cash Flow	$2,429,649	$2,335,441	$2,424,103	$2,456,921		$11.34

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten Base Rent is based on contractual rents as of October 6, 2015 and rent steps through December 31, 2016.

B-128

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-129

BERNAL PLAZA

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller			CCRE
Location (City/State)	San Jose, California	Cut-off Date Principal Balance			$24,000,000
Property Type	Retail	Cut-off Date Principal Balance per SF			$171.97
Size (SF)	139,559	Percentage of Initial Pool Balance			2.9%
Total Occupancy as of 10/8/2015	98.3%	Number of Related Mortgage Loans			None
Owned Occupancy as of 10/8/2015	98.3%	Type of Security			Fee Simple
Year Built / Latest Renovation	1999-2001 / 2003	Mortgage Rate			4.3005%
Appraised Value	$40,000,000	Original Term to Maturity (Months)			120
		Original Amortization Term (Months)			NAP
		Original Interest Only Period (Months)			120
		Borrower Sponsors(1)	Michael T. LaBarbera and Robert B. Facchino, II
Underwritten Revenues	$3,590,894
Underwritten Expenses	$1,011,138	Escrows
Underwritten Net Operating Income (NOI)	$2,579,756			Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,482,065	Taxes		$189,333	$47,333
Cut-off Date LTV Ratio	60.0%	Insurance		$27,153	$2,468
Maturity Date LTV Ratio	60.0%	Replacement Reserves		$0	$0
DSCR Based on Underwritten NOI / NCF	2.47x / 2.37x	TI/LC		$0	$0
Debt Yield Based on Underwritten NOI / NCF	10.7% / 10.3%	Other		$0	$0

Sources and Uses

Sources	$	%	Uses	$	%
Loan Amount	$24,000,000	100.0%	Loan Payoff	$20,635,844	86.0%
			Principal Equity Distribution	2,777,714	11.6
			Closing Costs	369,957	1.5
			Reserves	216,486	0.9
Total Sources	$24,000,000	100.0%	Total Uses	$24,000,000	100.0%

(1) Michael T. LaBarbera and Robert B. Facchino, II are the guarantors of the non-recourse carveouts under the Bernal Plaza Loan.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Bernal Plaza Property:

Ten Largest Owned Tenants Based On Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF	Occupancy Cost	Renewal / Extension Options
Golds Gym	NR / NR / NR	30,930	22.2	%	$430,276	15.2	%	$13.91	5/31/2019	NA	NA	1, 5-year option
Ross Stores	NR /A3 / A-	31,529	22.6		331,055	11.7		10.50	1/31/2020	$211	7.1%	4, 5-year options
Staples	BBB- /Baa2 /BBB-	23,971	17.2		316,417	11.1		13.20	7/8/2017	NA	NA	3, 5-year options
JPMorganChase Bank	A+ / A3 / A	5,000	3.6		210,000	7.4		42.00	11/20/2019	NA	NA	3, 5-year options
Bernal Shell	NR / NR / NR	5,600	4.0		207,000	7.3		36.96	1/31/2019	NA	NA	3, 5-year options
Sweet Tomatoes	NR / NR / NR	12,937	9.3		197,164	6.9		15.24	6/14/2019	NA	NA	2, 5-year options
McDonalds	BBB+ / A3 / A-	3,864	2.8		167,296	5.9		43.30	11/8/2019	NA	NA	4, 5-year options
Baja Fresh Mexican Grill	NR / NR / NR	4,121	3.0		148,356	5.2		36.00	2/28/2020	NA	NA	2, 5-year options
Precision Eye Care Centers	NR / NR / NR	1,600	1.1		70,080	2.5		43.80	3/31/2016	NA	NA	1, 5-year option
Regal Bagel	NR / NR / NR	1,622	1.2		68,124	2.4		42.00	3/31/2024	NA	NA	1, 5-year option
Ten Largest Owned Tenants		121,174	86.8	%	$2,145,768	75.6	%	$17.71
Remaining Owned Tenants		15,945	11.4		694,040	24.4		43.53
Vacant Spaces (Owned Space)		2,440	1.7		0	0.0		0.00
Total / Wtd. Avg. All Owned Tenants		139,559	100.0	%	$2,839,808	100.0	%	$20.71

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

B-130

BERNAL PLAZA

The following table presents certain information relating to the lease rollover schedule at the Bernal Plaza Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring Tenants
MTM	0	0.0	%	0.0%	$0	0.0	%	$0.00	0
2015	0	0.0		0.0%	0	0.0		0.00	0
2016	2,881	2.1		2.1%	126,309	4.4		43.84	2
2017	26,664	19.1		21.2%	439,609	15.5		16.49	3
2018	1,245	0.9		22.1%	51,512	1.8		41.38	1
2019	64,189	46.0		68.1%	1,466,124	51.6		22.84	10
2020	38003	27.2		95.3%	581,705	20.5		15.31	4
2021	0	0.0		95.3%	0	0.0		0.00	0
2022	0	0.0		95.3%	0	0.0		0.00	0
2023	1,500	1.1		96.4%	66,840	2.4		44.56	1
2024	2,637	1.9		98.3%	107,709	3.8		40.85	2
2025 & Thereafter	0	0.0		98.3%	0	0.0		0.00	0
Vacant	2,440	1.7		100.0%	0	0.0		0.00	0
Total / Wtd. Avg.	139,559	100.0	%		$2,839,808	100.0	%	$20.71	23

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at Bernal Plaza Property:

Historical Leased %⁽¹⁾

	2010	2011	2012	2013	2014
Owned Space	99.3%	98.8	98.8%	98.3%	98.3

(1) As provided by the borrowers and represents occupancy as of December 31 for the indicated year unless otherwise specified.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Bernal Plaza Property:

Cash Flow Analysis⁽¹⁾

	2012	2013	2014	TTM 6/30/2015	Underwritten		Underwritten $ per SF
Base Rent(2)	$2,608,817	$2,692,875	$2,699,266	$2,761,993	$3,044,768		$21.82
Gross Up Vacancy	0	0	0	0	102,480		0.73
Total Rent	$2,608,817	$2,692,875	$2,699,266	$2,761,993	$2,942,288		$21.08
Total Reimbursables	782,017	748,049	882,304	834,047	837,601		6.00
Other Income	0	0	0	0	0		0
Vacancy & Credit Loss	0	0	0	0	(188,994	)	(1.35	)
Effective Gross Income	$3,390,834	$3,440,923	$3,581,570	$3,596,040	$3,590,894		$25.73
Total Operating Expenses	$922,584	$972,907	$1,000,253	$1,009,508	$1,011,138		$7.25
Net Operating Income	$2,468,250	$2,468,016	$2,581,317	$2,586,532	$2,579,756		$18.49
TI/LC	0	0	0	0	69,780		0.50
Capital Expenditures	0	0	0	0	27,912		0.20
Net Cash Flow	$2,468,250	$2,468,016	$2,581,317	$2,586,532	$2,482,065		$17.79

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten Base Rent is based on contractual rents as of August 8, 2015 and rent steps through August 31, 2016.

B-131

DOUBLETREE HOTEL UNIVERSAL

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Orlando, Florida	Cut-off Date Principal Balance(4)		$19,478,787
Property Type	Hospitality	Cut-off Date Principal Balance per Room(2)		$68,658.38
Size (Rooms)	742	Percentage of Initial Pool Balance		2.4%
Total TTM Occupancy as of 7/31/2015	85.2%	Number of Related Mortgage Loans		None
Owned TTM Occupancy as of 7/31/2015	85.2%	Type of Security		Fee Simple
Year Built / Latest Renovation	1972 / 2007-2008	Mortgage Rate		4.9000%
Appraised Value	$76,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Term (Months)		NAP
		Borrower Sponsors(5)	Sagicor Real Estate X Fund Limited and X Fund Properties Limited
Underwritten Revenues	$29,931,491
Underwritten Expenses	$21,890,963
Underwritten Net Operating Income (NOI)	$8,040,528	Escrows
Underwritten Net Cash Flow (NCF)	$6,843,268		Upfront	Monthly
Cut-off Date LTV Ratio(1)(2)	56.9%	Taxes	$548,750	$68,594
Maturity Date LTV Ratio(2)(3)	41.4%	Insurance	$0	$0
DSCR Based on Underwritten NOI / NCF(2)	2.48x / 2.11x	FF&E	$0	$98,485
Debt Yield Based on Underwritten NOI / NCF(2)	15.8% / 13.4%	Other(6)	$13,535,281	$0

Sources and Uses

Sources	$	%	Uses	$	%
Whole Loan Amount	$51,000,000	57.0%	Purchase Price	$75,000,000	83.8%
Principal’s New Cash Contribution	38,519,818	43.0	Reserves	14,084,031	15.7
			Closing Costs	435,786	0.5
Total Sources	$89,519,818	100.0%	Total Uses	$89,519,818	100.0%

(1) The Cut-off Date LTV Ratio is calculated based on the $76,000,000 “as is” appraised value plus a $13,457,731 property improvement plan (“PIP”) reserve for capital improvements valued in the appraisal at $15,800,000 upon completion. The Cut-off Date LTV Ratio calculated based on the “as is” appraised value without the PIP reserve is 67.0%.

(2) Calculated based on the aggregate balance of the DoubleTree Hotel Universal Whole Loan.

(3) The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $101,000,000. The Maturity Date LTV Ratio calculated based on the “as is” appraised value plus the PIP reserve ($89,457,731) is 46.7% and the Maturity Date LTV Ratio calculated based on the “as is” appraised value of $76,000,000 is 55.0%.

(4) The Cut-off Date Principal Balance of $19,478,787 represents the non-controlling note A-2 of a $50,944,521 whole loan evidenced by three pari passu notes. The companion loans are evidenced by note A-1 with a principal balance as of the Cut-off Date of $18,479,875, which was contributed to the GSMS 2015-GC34 transaction and note A-3 with a principal balance as of the Cut-off Date of $12,985,858, which is expected to be contributed to one or more future securitization transactions.

(5) Sagicor Real Estate X Fund Limited and X Fund Properties Limited are the non-recourse carveout guarantors under the DoubleTree Hotel Universal Loan.

(6) Other upfront reserve represents a PIP reserve ($13,457,731) and a deferred maintenance reserve ($77,550).

2014 Accommodated Room Night Demand⁽¹⁾

Property	Meeting and Group	Leisure	Corporate
DoubleTree Hotel Universal	26.0%	20.0%	54.0%

(1) Source: Appraisal.

The following table presents certain information relating to the penetration rates relating to the DoubleTree Hotel Universal Property and various market segments, as provided in the July 2015 travel research report:

Penetration Rates⁽¹⁾

	Occupancy	ADR	RevPAR
TTM July 2015	116.6%	93.8%	109.4%
TTM July 2014	110.7%	95.6%	105.8%
TTM July 2013	125.9%	102.5%	129.0%

(1) Source: July 2015 travel research report.

B-132

DOUBLETREE HOTEL UNIVERSAL

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the DoubleTree Hotel Universal Property:

DoubleTree Hotel Universal⁽¹⁾

	2013	2014	TTM 7/31/2015
Occupancy	74.4%	82.4%	85.2%
ADR	$89.67	$87.38	$91.75
RevPAR	$66.68	$71.99	$78.19

(1) As provided by the borrower and represents averages for the indicated periods.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow for the DoubleTree Hotel Universal Property:

Cash Flow Analysis⁽¹⁾

	2013	2014	TTM 7/31/2015	Underwritten	Underwritten $ per Room
Rooms Revenue	$18,059,648	$19,496,950	$21,177,297	$21,177,297	$28,541
Food & Beverage Revenue	5,208,988	5,572,623	6,636,446	6,636,446	8,944
Telephone Revenue	82,838	57,099	43,391	43,391	58
Other Revenue(2)	1,598,997	2,006,682	2,074,357	2,074,357	2,796
Total Revenue	$24,950,471	$27,133,354	$29,931,491	$29,931,491	$40,339
Room Expense	$5,418,095	$6,013,737	$6,242,974	$6,242,974	$8,414
Food & Beverage Expense	3,497,525	3,682,393	4,416,674	4,416,674	5,952
Telephone Expense	215,144	191,793	106,437	106,437	143
Other Expense	521,093	630,613	637,596	637,596	859
Total Departmental Expense	$9,651,857	$10,518,536	$11,403,681	$11,403,681	$15,369
Total Undistributed Expense	8,585,107	8,689,402	9,031,832	9,319,816	12,560
Total Fixed Expense	1,794,041	1,700,672	1,632,071	1,167,466	1,573
Total Operating Expenses	$20,031,005	$20,908,610	$22,067,584	$21,890,963	$29,503
Net Operating Income	$4,919,466	$6,224,744	$7,863,907	$8,040,528	$10,836
FF&E	998,019	1,085,334	1,197,260	1,197,260	1,614
Net Cash Flow	$3,921,447	$5,139,410	$6,666,647	$6,843,268	$9,223

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Other revenue includes valet and daily parking, movie rentals, cancellation/attrition and other miscellaneous revenue.

B-133

LAKE FOREST PLACE

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Blue Ash, Ohio	Cut-off Date Principal Balance		$18,610,000
Property Type	Office	Cut-off Date Principal Balance per SF		$85.41
Size (SF)	217,887	Percentage of Initial Pool Balance		2.3%
Total Occupancy as of 8/1/2015	96.6%	Number of Related Mortgage Loans(2)		2
Owned Occupancy as of 8/1/2015	96.6%	Type of Security		Fee Simple
Year Built / Latest Renovation	1985 / NAP	Mortgage Rate		4.4990%
Appraised Value	$23,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)		36
		Borrower Sponsor(3)	Blue Ash Deerfield Holdings, LLC
Underwritten Revenues	$4,110,377
Underwritten Expenses	$1,865,557	Escrows
Underwritten Net Operating Income (NOI)	$2,244,820		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,001,587	Taxes	$0	$0
Cut-off Date LTV Ratio(1)	75.0%	Insurance	$0	$0
Maturity Date LTV Ratio(1)	65.6%	Replacement Reserve	$0	$4,861
DSCR Based on Underwritten NOI / NCF	1.98x / 1.77x	TI/LC(4)	$0	$16,667
Debt Yield Based on Underwritten NOI / NCF	12.1% / 10.8%	Other(5)	$1,978,998	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$18,610,000	73.9	%	Purchase Price	$23,000,000	91.4	%
Principal’s New Cash Contribution	6,562,028	26.1		Reserves	1,978,998	7.9
				Closing Costs	193,030	0.8
Total Sources	$25,172,028	100.0	%	Total Uses	$25,172,028	100.0	%

(1) The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are each calculated based on the “as-is” appraised value of $23,000,000 plus a $1,819,000 capital deduction (for which the borrower reserved $1,819,300) related to planned capital projects. The Cut-off Date LTV Ratio and the Maturity Date LTV Ratio calculated without adjusting for the capital deduction are 80.9% and 70.8%, respectively.

(2) The borrower sponsor for the Lake Forest Place Loan is also the borrower sponsor for the Deerfield Crossing Loan.

(3) Blue Ash Deerfield Holdings, LLC is the borrower sponsor and non-recourse carveout guarantor.

(4) TI/LC reserve is capped at $600,000.

(5) Other upfront reserve represents unfunded obligations related to deferred maintenance ($1,819,300), outstanding free rent ($89,367), tenant improvements ($52,831) and environmental reserve ($17,500).

The following table presents certain information relating to the major tenants at the Lake Forest Place Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
General Electric	NR / A1 / AA+	55,842	25.6	%	$586,654	25.0	%	$10.51	9/30/2018	1, 5-year option
ADS Alliance Data Systems	NR / NR / NR	28,028	12.9		336,616	14.4		12.01	12/31/2018	1, 5-year option
Schulman Associates	NR / NR / NR	28,688	13.2		299,243	12.8		10.43	5/17/2019	2, 5-year options
Sedgwick Claims Management	NR / NR / NR	19,114	8.8		210,254	9.0		11.00	7/31/2018	NA
Microsoft(2)	AA+ / Aaa / AAA	15,479	7.1		169,290	7.2		10.94	1/31/2022	1, 5-year option
Sogeti USA	NR / NR / NR	14,143	6.5		161,369	6.9		11.41	5/31/2021	NA
Logic Technology, Inc.	NR / NR / NR	12,230	5.6		141,341	6.0		11.56	5/31/2017	NA
LendKey Technologies	NR / NR / NR	8,520	3.9		91,751	3.9		10.77	8/16/2019	1, 5-year option
Right Management, Inc.	NR / NR / NR	5,696	2.6		80,143	3.4		14.07	6/30/2016	NA
Fusion Alliance	NR / NR / NR	6,860	3.1		77,346	3.3		11.27	5/8/2020	1, 5-year option
Ten Largest Tenants		194,600	89.3	%	$2,154,006	91.9	%	$11.07
Remaining Tenants		15,873	7.3		189,483	8.1		11.94
Vacant		7,414	3.4		0	0.0		0.00
Totals / Wtd. Avg. Tenants		217,887	100.0	%	$2,343,489	100.0	%	$11.13

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Microsoft may terminate its lease effective July 31, 2020 with written notice on or before October 31, 2019 for a termination fee of $199,290. Microsoft also has the right to expand into vacant space on 1st floor with 30 days prior written notice. The term for the expansion is required to be coterminous with existing space, but in no event less than 3 years.

B-134

LAKE FOREST PLACE

The following table presents certain information relating to the lease rollover schedule at the Lake Forest Place Property based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring Leases
MTM	0	0.0	%	0.0%	$0	0.0	%	$0.00	0
2015	0	0.0		0.0%	0	0.0		0.00	0
2016	7,520	3.5		3.5%	106,684	4.6		14.19	2
2017	14,671	6.7		10.2%	141,341	6.0		9.63	2
2018	102,984	47.3		57.4%	1,133,524	48.4		11.01	3
2019	42,257	19.4		76.8%	446,691	19.1		10.57	4
2020	12,340	5.7		82.5%	140,538	6.0		11.39	2
2021	15,222	7.0		89.5%	205,422	8.8		13.50	2
2022	15,479	7.1		96.6%	169,290	7.2		10.94	1
2023	0	0.0		96.6%	0	0.0		0.00	0
2024	0	0.0		96.6%	0	0.0		0.00	0
2025	0	0.0		96.6%	0	0.0		0.00	0
2026 & Thereafter	0	0.0		96.6%	0	0.0		0.00	0
Vacant	7,414	3.4		100.0%	0	0.0		0.00	0
Total / Wtd. Avg.	217,887	100.0	%		$2,343,489	100.0	%	$11.13	16

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical occupancy at the Lake Forest Place Property:

Historical Leased %⁽¹⁾

2013	2014
78.3%	81.3%

(1) As provided by the borrower and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Lake Forest Place Property:

Cash Flow Analysis⁽¹⁾

	2013		2014		TTM 5/31/2015		Underwritten(2)		Underwritten $ per SF
Base Rent	$1,702,203		$1,841,003		$2,051,929		$2,343,489		$10.76
Gross Up Vacancy	0		0		0		150,949		0.69
Total Rent	$1,702,203		$1,841,003		$2,051,929		$2,494,438		$11.45
Total Reimbursables	1,534,801		1,655,781		1,695,226		1,873,975		8.60
Other Income	209,199		240,147		162,325		168,632		0.77
Less Vacancy & Credit Loss	(17,536	)	(442	)	(1,681	)	(426,668	)	(1.96	)
Effective Gross Income	$3,428,667		$3,736,489		$3,907,799		$4,110,377		$18.86
Total Operating Expenses	$1,827,879		$1,882,155		$1,722,943		$1,865,557		$8.56
Net Operating Income	$1,600,788		$1,854,334		$2,184,856		$2,244,820		$10.30
TI/LC	0		0		0		184,900		0.85
Capital Expenditures	0		0		0		58,333		0.27
Net Cash Flow	$1,600,788		$1,854,334		$2,184,856		$2,001,587		$9.19

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on contractual rents as of August 1, 2015 and contractual rent steps through December 31, 2016.

B-135

EAST VIKING PLAZA

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Cedar Falls, Iowa	Cut-off Date Principal Balance		$17,000,000
Property Type	Retail	Cut-off Date Principal Balance per SF		$115.13
Size (SF)	147,655	Percentage of Initial Pool Balance		2.1%
Total Occupancy as of 10/6//2015(1)	94.5%	Number of Related Mortgage Loans		None
Owned Occupancy as of 10/6/2015(1)	94.5%	Type of Security		Fee Simple
Year Built / Latest Renovation	2009-2015 / NAP	Mortgage Rate		4.4465%
Appraised Value	$25,100,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
		Original Interest Only Term (Months)	24
		Borrower Sponsor(3)	John I. Silverman
Underwritten Revenues	$2,189,990
Underwritten Expenses	$629,388	Escrows
Underwritten Net Operating Income (NOI)	$1,560,603		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$1,473,588	Taxes	$30,760	$10,253
Cut-off Date LTV Ratio	67.7%	Insurance	$0	$0
Maturity Date LTV Ratio(2)	55.8%	Replacement Reserves(4)	$0	$1,141
DSCR Based on Underwritten NOI / NCF	1.52x / 1.43x	TI/LC(5)	$0	$6,250
Debt Yield Based on Underwritten NOI / NCF	9.2% / 8.7%	Other(6)	$756,007	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$17,000,000	100.0	%	Loan Payoff	$14,074,139	82.8	%
				Principal Equity Distribution	1,817,312	10.7
				Reserves	786,767	4.6
				Closing Costs	321,783	1.9
Total Sources	$17,000,000	100.0	%	Total Uses	$17,000,000	100.0	%

(1) Total Occupancy and Owned Occupancy includes 3,824 SF for Carters and 3,362 SF for OshKosh which have executed leases, but have not taken occupancy or begun paying rent. We cannot assure you that these tenants will take occupancy or begin paying rent as anticipated or at all. Rent escrow covering through May 2016 was collected at origination. It is anticipated that rent will commence in June 2016. Total Occupancy and Owned Occupancy excluding these tenants are both 89.7%.

(2) The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $26,000,000, which assumes the two signed-not-open tenants take occupancy and begin paying rent by June 2016. The Maturity Date LTV Ratio calculated based on the “as-is” value is 57.8%.

(3) John I. Silverman is the non-recourse carveout guarantor under the East Viking Plaza Loan.

(4) Replacement reserves are capped at $54,764.

(5) TI/LC reserve is capped at $300,000.

(6) Other reserves represent $428,803 for Carters and OshKosh expansion obligations, $248,338 for unfunded obligations and $78,867 for rent escrow.

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the East Viking Plaza Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of Total GLA	Mortgage Loan Collateral Interest	Total Rent	Total Rent $ per SF	Tenant Lease Expiration	Tenant Sales $ per SF(2)	Occupancy Cost	Renewal / Extension Options
Anchors
Scheels (GL)	NR / NR / NR	57,321		38.8%	Yes	$564,996	$9.86	2/29/2028	NA	NA	3, 5-year options
Jr. Anchors
Michaels	NR / NR / B+	17,392		11.8%	Yes	$247,587	$14.24	2/28/2025	$129	11.1%	4, 5-year options
Ulta	NR / NR / NR	10,023		6.8%	Yes	$201,331	$20.09	11/30/2024	NA	NA	3, 5-year options
Old Navy	BBB- / Baa2 / BBB-	15,000		10.2%	Yes	$258,985	$17.27	10/31/2021	NA	NA	2, 5-year options
Total Anchors		99,736		67.5%
Occupied In-line		34,906	(3)	23.6%		$713,927	$20.45
Occupied Outparcels		4,950		3.4%		$165,163	$33.37
Vacant Space		8,063		5.5%		$0
Total SF		147,655		100.0%

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Michaels sales are the 9 months (ending June 2015) annualized.

(3) The 34,906 occupied in-line space includes 3,824 SF for Carters and 3,362 SF for OshKosh which have executed leases, but have not taken occupancy or begun paying rent. We cannot assure you that these tenants will take occupancy or begin paying rent as anticipated or at all.

B-136

EAST VIKING PLAZA

The following table presents certain information relating to the major tenants at the East Viking Plaza Property:

Ten Largest Tenants Based on Underwritten Base Rent 

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF	Occupancy Cost	Renewal / Extension Options
Scheels (GL)(2)	NR / NR / NR	57,321	38.8	%	$258,780	16.2	%	$4.51	2/29/2028	NA	NA	3, 5-year options
Old Navy	BBB- / Baa2 / BBB-	15,000	10.2		210,000	13.2		14.00	10/31/2021	NA	NA	2, 5-year options
Michaels	NR / NR / B+	17,392	11.8		191,312	12.0		11.00	2/28/2025	NA	NA	4, 5-year options
Ulta	NR / NR / NR	10,023	6.8		169,890	10.7		16.95	11/30/2024	NA	NA	3, 5-year options
Rue 21	NR / NR / NR	5,500	3.7		121,000	7.6		22.00	1/31/2020	NA	NA	2, 5-year options
Lane Bryant	NR / NR / NR	4,500	3.0		83,250	5.2		18.50	1/31/2025	NA	NA	2, 5-year options
Shoe Show	NR / NR / NR	5,600	3.8		78,400	4.9		14.00	3/31/2020	NA	NA	2, 5-year options
Midwest Mattress	NR / NR / NR	4,100	2.8		73,800	4.6		18.00	4/30/2022	NA	NA	2, 5-year options
Carters(3)	NR / NR/ BB+	3,824	2.6		73,400	4.6		19.19	5/31/2026	NA	NA	3, 5-year options
Maurices	NR / NR / NR	5,000	3.4		72,500	4.6		14.50	6/30/2021	$302	5.9%	2, 5-year options
Ten Largest Tenants		128,260	86.9	%	$1,332,332	83.6	%	$10.39
Remaining Owned Tenants		11,332	7.7		260,841	16.4		23.02
Vacant (Owned Space)		8,063	5.5		0	0.0		0.00
Total / Wtd. Avg. All Tenants		147,655	100.0	%	$1,593,173	100.0	%	$11.41

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Scheels occupies space under a ground lease.

(3) Carters has the right to terminate its lease if sales never exceed $1,100,000 in the first five years of the lease. Carters’ lease is anticipated to start 6/1/2016. We cannot assure you that this tenant will take occupancy or begin paying rent as anticipated or at all.

The following table presents the lease rollover schedule at the East Viking Plaza Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring Tenants
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2015	0	0.0		0.0	%	0	0.0		0.00	0
2016	0	0.0		0.0	%	0	0.0		0.00	0
2017	0	0.0		0.0	%	0	0.0		0.00	0
2018	0	0.0		0.0	%	0	0.0		0.00	0
2019	0	0.0		0.0	%	0	0.0		0.00	0
2020	14,550	9.9		9.9	%	306,002	19.2		21.03	4
2021	20,000	13.5		23.4	%	282,500	17.7		14.13	2
2022	7,120	4.8		28.2	%	122,120	7.7		17.15	2
2023	0	0.0		28.2	%	0	0.0		0.00	0
2024	10,023	6.8		35.0	%	169,890	10.7		16.95	1
2025	23,392	15.8		50.9	%	315,512	19.8		13.49	3
2026 & Thereafter	64,507	43.7		94.5	%	397,149	24.9		6.16	3
Vacant	8,063	5.5		100.0	%	0	0.0		0.00	0
Total / Wtd. Avg.	147,655	100.0	%			$1,593,173	100.0	%	$11.41	15

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

(2) Includes 3,824 SF for Carters and 3,362 SF for OshKosh which have executed leases, but have not taken occupancy or begun paying rent. We cannot assure you that these tenants will take occupancy or begin paying rent as anticipated or at all.

B-137

EAST VIKING PLAZA

The following table presents certain information relating to historical leasing at the East Viking Plaza Property:

Historical Leased %⁽¹⁾

	2013	2014	As of 10/6/2015
Owned Space	NA	NA	94.5%

(1) As provided by the borrower and represents occupancy as of December 31 for the indicated year. The East Viking Plaza Property was built in phases between 2009 and 2015. As a result, historical occupancy prior to stabilization in 2015 is not applicable.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the East Viking Plaza Property:

Cash Flow Analysis⁽¹⁾⁽²⁾

	Underwritten		Underwritten $ per SF
Base Rent(3)	$1,593,173		$10.79
Gross Up Vacancy	222,033		1.50
Total Rent	$1,815,205		$12.29
Total Reimbursables	558,817		3.78
Other Income(4)	38,000		0.26
Vacancy & Credit Loss	(222,033	)	(1.50	)
Effective Gross Income	$2,189,990		$14.83
Real Estate Taxes	$379,107		$2.57
Insurance	9,983		0.07
Management Fee	87,600		0.59
Other Operating Expenses	152,698		1.03
Total Operating Expenses	$629,388		$4.26
Net Operating Income	$1,560,603		$10.57
TI/LC	73,324		0.50
Replacement Reserves	13,691		0.09
Net Cash Flow	$1,473,588		$9.98

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items are not considered for the underwritten cash flow.

(2) Greater than 50% of net rentable area was leased in late 2014 and early 2015, therefore historical operating statements are not relevant to stabilized operations.

(3) Underwritten Base Rent is based on contractual rents as of the 10/6/2015 rent roll. Rental income from Carters/OshKosh has been included in effective gross income although they have not yet taken occupancy of their space. At origination, rent was held back in the amount of $78,867 for rent through May 2016.

(4) Overage rent of $38,000 is for Maurices and is based on their TTM actual sales.

B-138

SUMMARY OF CERTAIN RISK FACTORS

Investors should review the Free Writing Prospectus and the Base Prospectus, including the description of risk factors contained in the Free Writing Prospectus and the Base Prospectus, prior to making a decision to invest in the certificates offered by this Term Sheet. The Free Writing Prospectus and the Base Prospectus will include more complete descriptions of the risks described below as well as additional risks relating to, among other things, risks related to specific mortgage loans and specific property types. Any decision to invest in the offered certificates should be made after reviewing the Free Writing Prospectus and the Base Prospectus, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the offered certificates. Capitalized terms used but not defined in this Term Sheet have the respective meanings assigned to such terms in the Free Writing Prospectus or, if not defined therein, in the Base Prospectus.

■ The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue to Adversely Affect the Value of CMBS

— In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), as well as global financial markets and the economy generally, experienced significant dislocations, illiquidity and volatility. We cannot assure you that a dislocation in the CMBS market will not re-occur or become more severe.

■ The Offered Certificates May Not Be A Suitable Investment for You

— The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the risk that the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of the offered certificates.

— An investment in the offered certificates should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the offered certificates.

■ The Offered Certificates Are Limited Obligations

— The offered certificates, when issued, will represent beneficial interests in the issuing entity. The offered certificates will not represent an interest in, or obligation of, the sponsors, the depositor, the master servicer, the special servicer, the operating advisor, the certificate administrator, the trustee, the underwriters, or any of their respective affiliates, or any other person.

— The primary assets of the issuing entity will be the notes evidencing the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in the Free Writing Prospectus. Payments on the offered certificates are expected to be derived from payments made by the borrowers on the mortgage loans.

■ Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed

— The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.

— Investors should treat each mortgage loan as a nonrecourse loan. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the loan. Consequently, payment prior to maturity is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity is primarily dependent upon the market value of the mortgaged property and the borrower’s ability to sell or refinance the mortgaged property.

■ The Offered Certificates May Have Limited Liquidity and the Market Value of the Offered Certificates May Decline

— Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While we have been advised by the underwriters that one or more of them, or one or more of their affiliates, currently intend to make a market in the offered certificates, none of the underwriters has any obligation to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop.

— The market value of the offered certificates will also be influenced by the supply of and demand for CMBS generally. The supply of CMBS will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in the portfolios that are available for securitization.

B-139

SUMMARY OF CERTAIN RISK FACTORS (continued)

■ Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates

— We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. We note that regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market.

— Effective January 1, 2014, EU Regulation 575/2013 (the “CRR”) imposes on European Economic Area (“EEA”) credit institutions and investment firms investing in securitizations issued on or after January 1, 2011, or in securitizations issued prior to that date where new assets are added or substituted after December 31, 2014: (a) a requirement (the “Retention Requirement”) that the originator, sponsor or original lender of such securitization has explicitly disclosed that it will retain, on an ongoing basis, a material net economic interest which, in any event, may not be less than 5%; and (b) a requirement (the “Due Diligence Requirement”) that the investing credit institution or investment firm has undertaken certain due diligence in respect of the securitization and the underlying exposures and has established procedures for monitoring them on an ongoing basis.

National regulators in EEA member states impose penal risk weights on securitization investments in respect of which the Retention Requirement or the Due Diligence Requirement has not been satisfied in any material respect by reason of the negligence or omission of the investing credit institution or investment firm.

If the Retention Requirement or the Due Diligence Requirement is not satisfied in respect of a securitization investment held by a non-EEA subsidiary of an EEA credit institution or investment firm, then an additional risk weight may be applied to such securitization investment when taken into account on a consolidated basis at the level of the EEA credit institution or investment firm.

Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU (the Alternative Investment Fund Managers Directive (the “AIFMD”)); (ii) will apply from January 1, 2016 to investments in securitizations by EEA insurance and reinsurance undertakings subject to the Solvency II Directive 2009/138/EC (“Solvency II”); and (iii)subject to the adoption of certain secondary legislation, will apply to investments in securitizations by EEA undertakings for collective investment in transferable securities.

Similar Requirements are not identical to the Retention Requirement and Due Diligence Requirement in CRR, and in particular, additional due diligence requirements apply to investors subject to AIFMD and Solvency II. Similar Requirements not yet in effect may, when they become effective, apply to securitization instruments already issued, including the certificates. None of the sponsors, the depositor or any other party intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with the Retention Requirement or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the Retention Requirement, the Due Diligence Requirement or Similar Requirements. Consequently, the offered certificates are not a suitable investment for EEA credit institutions, investment firms or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding the suitability of the offered certificates for investment.

— The Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) enacted in the United States requires that federal banking agencies amend their regulations to remove reference to or reliance on credit agency ratings, including, but not limited to, those found in the federal banking agencies’ risk-based capital regulations. New capital regulations were issued by the banking regulators in July 2013 and began phasing in on January 1, 2014; these regulations implement the increased capital requirements established under the Basel Accord. These new capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset-backed securities such as CMBS. As a result of these regulations, investments in commercial mortgage-backed securities like the certificates by institutions subject to the risk based capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of commercial mortgage-backed securities for their regulatory capital purposes.

— The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the trust fund as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.

— The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013. Conformance with the Volcker Rule and its implementing regulations is required by July 21, 2015 (or by July 21, 2016 in respect of investments in and relationships with covered funds that were in place prior to December 31, 2013, with the possibility of a further one-year extension). In the interim, banking entities must make good faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless

B-140

SUMMARY OF CERTAIN RISK FACTORS (continued)

otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

— For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.

■ Commercial, Multifamily and Manufactured Housing Community Lending is Dependent Upon Net Operating Income

— The repayment of the mortgage loans in the pool (or related whole loans) will be dependent upon the ability of the related mortgaged properties to produce cash flow through the collection of rents. However, net operating income can be volatile and may be insufficient to cover debt service on a mortgage loan (or related whole loan) at any given time. The performance and/or value of a particular income-producing real property will depend on a number of variables, including but not limited to property type, geographic location, competition and sponsorship.

■ Risks Resulting from Various Concentrations

— The performance of the pool of mortgage loans may be adversely impacted as a result of (i) mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance, (ii) a concentration of mortgage loans secured by the same mortgaged property types, (iii) a concentration of mortgage loans secured by mortgaged properties located in a particular geographic area, (iv) a concentration of mortgage loans secured by mortgaged properties with the same tenant(s) and (v) a concentration of mortgage loans with the same borrower or related borrowers. The effect of loan pool losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. Likewise, mortgaged properties in which a single tenant makes up a significant portion of the rental income are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease.

— A concentration of related borrowers, mortgaged property types, tenant occupancy or mortgaged properties in similar geographic regions can pose increased risks because a decline in the financial condition of the corporate family of the related borrowers, in a particular industry or business or in a particular geographic area would have a disproportionately large impact on the pool of mortgage loans.

■ Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date

— Mortgage loans (or whole loans) with substantial remaining principal balances at their stated maturity date involve greater risk than fully-amortizing mortgage loans. This is because the borrower may be unable to repay the loan at that time. A borrower’s ability to repay a mortgage loan (or whole loan) on its stated maturity date typically will depend upon its ability either to refinance the mortgage loan (or whole loan) or to sell the mortgaged property at a price sufficient to permit repayment.

■ The Timing of Prepayments and Repurchases May Change Your Anticipated Yield

— We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experiences of commercial mortgage loans, including both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, application of reserve funds, defaults and liquidations or repurchases upon breaches of representations and warranties or material document defects or purchases by a mezzanine lender, if any, pursuant to a purchase option or sales of defaulted mortgage loans.

— Any changes in the weighted average lives of your certificates may adversely affect your yield.

— Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor to the depositor and the sole party with repurchase/substitution obligations in connection with a material breach of representation and warranty or a material document deficiency. We cannot assure you that the applicable sponsor will repurchase or substitute any mortgage loan sold by it in connection with either a material breach of the applicable sponsor’s representations and warranties or any material document defects.

■ Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

— There may be pending or threatened legal proceedings against the borrowers and the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. Any such litigation may materially impair distributions to certificateholders if borrowers must use property income to pay judgments or litigation costs. We cannot assure you that any litigation or any settlement of any litigation will not have a material adverse effect on your investment.

■ Appraisals May Not Reflect Current or Future Market Value of Each Property

— Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan by the related originator, or at or around the time of the acquisition of the mortgage loan by the related sponsor. In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value.

— Prospective investors should consider that the information set forth in this Term Sheet regarding appraised values or loan-to-value ratios may not accurately reflect past, present or future market values of the mortgaged properties. Additionally, with respect to the appraisals setting forth assumptions as to the “as-is,” “as stabilized” or other values prospective investors should consider that those assumptions may not be accurate and that the “as stabilized” or other values may not be the values of the related mortgaged properties prior to or at maturity.

■ Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses

— The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates.

— Although an environmental report was prepared for each mortgaged property securing a mortgage loan in connection with origination, it is possible that the environmental reports and/or supplemental “Phase II” sampling did not reveal all environmental liabilities, or that there

B-141

SUMMARY OF CERTAIN RISK FACTORS (continued)

are material environmental liabilities of which we are not aware. Also, the environmental condition of the mortgaged properties in the future could be affected by the activities of tenants or by third parties unrelated to the borrowers.

■ Insurance May Not Be Available or Adequate

— Although the mortgaged properties are required to be insured, or permitted to be self-insured by a sole or significant tenant, against certain risks, there is a possibility of casualty loss with respect to the mortgaged properties for which insurance proceeds may not be adequate or which may result from risks not covered by insurance.

— Even if terrorism insurance is required by the loan documents for a mortgage loan, that requirement may be subject to a cap on the cost of the premium for terrorism insurance that a borrower is required to pay or a commercially reasonable standard on the availability of the insurance.

— We cannot assure you that all of the mortgaged properties are required to be or will be insured against the risks of terrorism and similar acts.

■ Risks Relating to a Bankruptcy of an Originator, a Sponsor or the Depositor, or a Receivership or Conservatorship of Goldman Sachs Bank USA

— In the event of the bankruptcy or insolvency of an originator, a sponsor or the depositor, or a receivership or conservatorship of Goldman Sachs Bank USA (“GS Bank”), the parent entity of Goldman Sachs Mortgage Company (“GSMC”), it is possible that the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged. If such challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.

— The Federal Deposit Insurance Corporation (the “FDIC”) has adopted a rule, substantially revised and effective January 1, 2011, establishing a safe harbor (the “FDIC Safe Harbor”) from its repudiation powers for securitizations meeting the requirements of the rule (12 C.F.R. § 360.6). The transfers of the applicable mortgage loans by GSMC, to the depositor, will not qualify for the FDIC Safe Harbor. However, those transfers are not transfers by a bank, and in any event, even if the FDIC Safe Harbor were applicable to those transfers, the FDIC Safe Harbor is non-exclusive. Additionally, an opinion of counsel will be rendered on the Closing Date to the effect that the transfers of the applicable mortgage loans by GSMC to the depositor, would generally be respected as a sale in the event of a bankruptcy or insolvency of GSMC. Notwithstanding the foregoing, the FDIC, a creditor, bankruptcy trustee or another interested party, including an entity transferring a mortgage loan, as debtor-in-possession, could still attempt to assert that the transfer of a mortgage loan by any of the sponsors was not a sale. If such party’s challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.

■ Potential Conflicts of Interest of the Sponsors, Underwriters, the Master Servicer, the Special Servicer, the Operating Advisor, the Controlling Class Representative, the Non-Serviced Whole Loan Directing Holders, Serviced Companion Loan Holders and any Mezzanine Lenders

— The sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the directing holder for a non-serviced whole loan under the related Controlling PSA or the holder of a serviced companion loan or a mezzanine loan, if any, or any of their respective affiliates may have interests when dealing with the mortgage loans that are in conflict with those of holders of the offered certificates, especially if the sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the directing holder for a non-serviced whole loan under the related Controlling PSA or the holder of a serviced companion loan or a mezzanine loan, if any, or any of their respective affiliates holds certificates, or has financial interests in or other financial dealings with a borrower or an affiliate of the borrower. Each of these relationships may create a conflict of interest and should be considered carefully by you before you invest in any offered certificates.

■ Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans

— The anticipated initial investor in the Class E, Class F and Class G certificates (the “B-Piece Buyer”) was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in other features of some or all of the mortgage loans. Actions of the B-Piece Buyer may be adverse to those of purchasers of the offered certificates.

■ Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests

— The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering of offered certificates and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as this offering of the offered certificates. The sponsors will sell the applicable mortgage loans to the depositor (an affiliate of GSMC, one of the sponsors, of GS Commercial Real Estate LP, one of the originators, and of Goldman, Sachs & Co., one of the underwriters) on the Closing Date in exchange for cash, derived from the sale of certificates to investors, and/or in exchange for certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of the offered certificates. The offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates and the other certificates of the same series.

— The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans.

— Each of the foregoing relationships should be considered carefully by you before you invest in any offered certificates.

B-142

SUMMARY OF CERTAIN RISK FACTORS (continued)

■ Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests

— The activities and interests of the underwriters and their respective affiliates (collectively, the “Underwriter Entities”) will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are part of global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers.

— The Underwriter Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the offered certificates and other securities and instruments. Underwriter Entities hold or may hold companion loans and/or mezzanine loans related to a mortgage loan in this securitization. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.

— If an Underwriter Entity becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that it takes in its capacity as a certificateholder, including voting, providing consents or otherwise will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates.

— In addition, the Underwriter Entities will have no obligation to monitor the performance of the certificates or the actions of the master servicer, the special servicer, the certificate administrator, the trustee or the operating advisor and will have no authority to advise the master servicer, the special servicer, the certificate administrator, the trustee or the operating advisor or to direct their actions.

— Each of the foregoing relationships should be considered carefully by you before you invest in any offered certificates.

■ Other Rating Agencies May Assign Different Ratings to the Certificates

— Nationally recognized statistical rating organizations that the depositor did not engage to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by the rating agencies engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the offered certificates that are lower than ratings assigned by a rating agency engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.

■ Tax Considerations

— The offered certificates represent ownership, directly or through a grantor trust, of one or more regular interests in one or more real estate mortgage investment conduits (each a “REMIC”) for U.S. federal income tax purposes.

— Special tax considerations may apply to certain types of investors. Prospective investors should consult their own tax advisors regarding tax implications of an investment in offered certificates.

— State, local and other tax laws may differ substantially from the corresponding federal law. Prospective investors should consult with their own tax advisors with respect to the various state, local and other tax consequences of an investment in the offered certificates.

B-143

[THIS PAGE INTENTIONALLY LEFT BLANK]

ANNEX C

MORTGAGE POOL INFORMATION

[THIS PAGE INTENTIONALLY LEFT BLANK]

Distribution of Loan Purpose

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Loan Purpose	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Refinance	22	$ 434,085,145	52.9%	$ 19,731,143	2.13x	4.470%	119.3	56.8%	50.5%
Recapitalization	4	205,500,000	25.0	$ 51,375,000	1.84x	4.277%	120.0	57.4%	47.7%
Acquisition	13	181,018,787	22.1	$ 13,924,522	1.82x	4.557%	119.2	66.7%	59.5%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Distribution of Amortization Types(1)
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Amortization Type	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Interest Only	9	$ 314,760,000	38.4%	$ 34,973,333	2.58x	4.223%	119.6	47.3%	46.1%
Interest Only, Then Amortizing(2)	14	271,464,375	33.1	$ 19,390,313	1.46x	4.588%	119.4	69.4%	60.4%
Amortizing (30 Years)	15	222,421,207	27.1	$ 14,828,080	1.80x	4.565%	119.4	63.4%	49.9%
Amortizing (25 Years)	1	11,958,350	1.5	$ 11,958,350	2.19x	4.550%	118.0	60.1%	41.6%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
(1) All of the mortgage loans will have balloon payments at maturity date.
(2) Original partial interest only periods range from 12 to 60 months.
Distribution of Cut-off Date Balances
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Cut-off Date	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Balances ($)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
1,748,160 - 5,000,000	6	$ 22,138,160	2.7%	$   3,689,693	1.72x	4.649%	119.8	59.8%	52.1%
5,000,001 - 10,000,000	13	90,034,593	11.0	$   6,925,738	1.65x	4.629%	119.6	66.6%	58.3%
10,000,001 - 15,000,000	4	50,861,704	6.2	$ 12,715,426	2.00x	4.367%	119.3	63.4%	49.4%
15,000,001 - 20,000,000	4	70,488,787	8.6	$ 17,622,197	1.67x	4.688%	119.0	68.1%	56.2%
20,000,001 - 30,000,000	3	77,284,375	9.4	$ 25,761,458	1.94x	4.518%	120.0	67.5%	62.4%
30,000,001 - 40,000,000	3	94,650,000	11.5	$ 31,550,000	1.42x	4.643%	119.0	73.9%	66.8%
40,000,001 - 50,000,000	1	45,146,314	5.5	$ 45,146,314	1.68x	4.954%	118.0	68.1%	55.5%
50,000,001 - 60,000,000	1	60,000,000	7.3	$ 60,000,000	1.55x	4.272%	120.0	58.1%	48.1%
60,000,001 - 100,000,000	4	310,000,000	37.8	$ 77,500,000	2.50x	4.205%	119.7	46.5%	42.3%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	$1,748,160
Max	$100,000,000
Weighted Average	$21,041,126

C-1

Distribution of Underwritten Debt Service Coverage Ratios
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Underwritten Debt Service	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Coverage Ratios (x)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
1.22 - 1.30	5	$ 68,300,000	8.3%	$ 13,660,000	1.25x	4.866%	119.6	74.3%	65.9%
1.31 - 1.40	3	34,227,128	4.2	$ 11,409,043	1.35x	4.929%	119.8	74.1%	62.1%
1.41 - 1.50	7	80,330,000	9.8	$ 11,475,714	1.43x	4.611%	119.6	70.4%	61.2%
1.51 - 1.60	3	74,950,000	9.1	$ 24,983,333	1.55x	4.338%	119.9	58.8%	50.3%
1.61 - 1.70	2	77,096,314	9.4	$ 38,548,157	1.66x	4.765%	118.0	69.9%	58.7%
1.71 - 1.80	3	102,093,353	12.4	$ 34,031,118	1.77x	4.543%	119.5	61.8%	58.3%
1.81 - 1.90	3	80,740,000	9.8	$ 26,913,333	1.87x	4.328%	120.0	59.4%	45.3%
1.91 - 2.00	2	16,420,000	2.0	$   8,210,000	1.95x	4.517%	120.0	68.5%	55.0%
2.01 - 2.20	6	144,837,138	17.7	$ 24,139,523	2.09x	4.331%	119.7	57.5%	50.0%
2.21 - 3.76	5	141,610,000	17.3	$ 28,322,000	3.36x	3.994%	119.2	34.7%	34.7%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	1.22x
Max	3.76x
Weighted Average	1.99x
Distribution of Mortgage Interest Rates
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Mortgage	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Interest Rates (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
3.815 - 4.000	3	$ 121,500,000	14.8%	$ 40,500,000	3.45x	3.840%	119.2	30.2%	28.2%
4.001 - 4.250	2	75,500,000	9.2	$ 37,750,000	2.03x	4.207%	120.0	55.1%	50.2%
4.251 - 4.500	11	275,383,353	33.6	$ 25,034,850	1.80x	4.363%	119.5	63.4%	53.8%
4.501 - 4.750	8	144,848,350	17.7	$ 18,106,044	1.79x	4.587%	119.5	62.3%	58.5%
4.751 - 5.000	13	196,529,476	23.9	$ 15,117,652	1.52x	4.884%	119.3	69.8%	59.1%
5.001 - 5.045	2	6,842,753	0.8	$  3,421,376	1.35x	5.019%	119.0	70.6%	58.2%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	3.815%
Max	5.045%
Weighted Average	4.441%

C-2

Distribution of Cut-off Date Loan-to-Value Ratios(1)
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Cut-off Date	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Loan-to-Value Ratios (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
24.6 - 50.0	1	$ 100,000,000	12.2%	$ 100,000,000	3.76x	3.815%	119.0	24.6%	24.6%
50.1 - 55.0	3	77,550,000	9.5	$  25,850,000	2.05x	4.246%	120.0	54.1%	49.9%
55.1 - 60.0	10	282,238,787	34.4	$  28,223,879	1.87x	4.418%	119.9	58.2%	50.3%
60.1 - 65.0	5	36,136,510	4.4	$    7,227,302	1.74x	4.610%	119.1	61.9%	53.0%
65.1 - 70.0	10	140,439,667	17.1	$  14,043,967	1.74x	4.637%	119.2	67.8%	57.3%
70.1 - 75.0	10	184,238,968	22.5	$  18,423,897	1.42x	4.716%	119.1	74.3%	65.2%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$  21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	24.6%
Max	75.0%
Weighted Average	59.1%

⁽¹⁾ With respect to three mortgage loans (one of which is secured by a portfolio of mortgaged properties) representing approximately 10.1% of the initial pool balance, the respective Cut-off Date LTV Ratio  was calculated using (i) an “as-is” appraised value plus capital deduction, (ii) an “as-is” appraised value plus related property improvement plan (“PIP”) costs, (iii) an “as-is” appraised value plus a reserve  for deferred maintenance. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making such adjustments is 59.6%.

Distribution of Maturity Date Loan-to-Value Ratios(1)
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Maturity Date	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Loan-to-Value Ratios (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
24.6 - 30.0	1	$ 100,000,000	12.2%	$ 100,000,000	3.76x	3.815%	119.0	24.6%	24.6%
30.1 - 50.0	8	190,137,138	23.2	$  23,767,142	1.83x	4.363%	119.8	58.3%	45.3%
50.1 - 55.0	5	95,281,513	11.6	$  19,056,303	1.99x	4.258%	119.8	57.0%	50.9%
55.1 - 60.0	13	217,796,314	26.5	$  16,753,563	1.80x	4.647%	119.5	62.9%	57.2%
60.1 - 65.0	8	127,078,968	15.5	$  15,884,871	1.60x	4.659%	119.3	71.6%	63.0%
65.1 - 69.0	4	90,310,000	11.0	$  22,577,500	1.40x	4.687%	119.1	74.8%	67.7%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$  21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	24.6%
Max	69.0%
Weighted Average	51.8%

⁽¹⁾ With respect to nine mortgage loans, representing approximately 39.6% of the initial pool balance, the respective Maturity Date LTV Ratios were each calculated using the related “as stabilized” appraised value  instead of the related “as-is” appraised value. With respect to one mortgage loan, representing approximately 2.3% of the initial pool balance, the respective Maturity Date LTV Ratio was calculated using the  “as-is” appraised value plus a reserve for deferred maintenance. The weighted average Maturity Date LTV Ratio for the mortgage pool without making such adjustments is 53.2%

C-3

Distribution of Original Terms to Maturity
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Original	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Term to Maturity (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
120	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	120 months
Max	120 months
Weighted Average	120 months
Distribution of Remaining Terms to Maturity
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Remaining	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Terms to Maturity (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
118 - 120	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	118 months
Max	120 months
Weighted Average	119 months

C-4

Distribution of Original Amortization Terms(1)
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Original Amortization	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Term (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Interest Only	9	$ 314,760,000	38.4%	$ 34,973,333	2.58x	4.223%	119.6	47.3%	46.1%
300	1	11,958,350	1.5	$ 11,958,350	2.19x	4.550%	118.0	60.1%	41.6%
360	29	493,885,582	60.2	$ 17,030,537	1.61x	4.577%	119.4	66.7%	55.7%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	300 months
Max	360 months
Weighted Average	359 months
(1) All of the mortgage loans will have balloon payments at maturity date.
Distribution of Remaining Amortization Terms(1)
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Remaining Amortization	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Terms (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Interest Only	9	$ 314,760,000	38.4%	$ 34,973,333	2.58x	4.223%	119.6	47.3%	46.1%
298 - 300	1	11,958,350	1.5	$ 11,958,350	2.19x	4.550%	118.0	60.1%	41.6%
358 - 360	29	493,885,582	60.2	$ 17,030,537	1.61x	4.577%	119.4	66.7%	55.7%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	298 months
Max	360 months
Weighted Average	358 months
(1) All of the mortgage loans will have balloon payments at maturity date.

C-5

Distribution of Original Partial Interest Only Periods
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Original Partial Interest Only	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Periods (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
12	2	$ 32,984,375	4.0%	$ 16,492,188	1.37x	4.913%	120.0	74.2%	62.4%
24	4	$ 97,300,000	11.9%	$ 24,325,000	1.47x	4.434%	119.8	62.8%	52.5%
36	4	$ 63,300,000	7.7%	$ 15,825,000	1.63x	4.546%	118.2	73.1%	64.0%
60	4	$ 77,880,000	9.5%	$ 19,470,000	1.35x	4.676%	119.5	72.5%	66.5%
Distribution of Prepayment Provisions
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Prepayment Provisions	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Defeasance	33	$   547,769,340	66.8%	$ 16,599,071	1.68x	4.565%	119.4	66.1%	55.8%
Yield Maintenance	5	172,834,593	21.1	$ 34,566,919	1.96x	4.410%	119.9	57.0%	54.8%
Yield Maintenance or Defeasance	1	100,000,000	12.2	$ 100,000,000	3.76x	3.815%	119.0	24.6%	24.6%
Total/Avg./Wtd.Avg.	39	$   820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%

C-6

Distribution of Debt Yields on Underwritten Net Operating Income
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Debt Yields on	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Underwritten Net Operating Income (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
7.9 - 8.0	2	$   36,400,000	4.4%	$ 18,200,000	1.22x	4.861%	120.0	73.9%	67.5%
8.1 - 9.0	6	140,350,000	17.1	$ 23,391,667	1.57x	4.662%	119.6	65.1%	61.3%
9.1 - 10.0	12	241,357,128	29.4	$ 20,113,094	1.71x	4.417%	119.9	62.0%	54.1%
10.1 - 11.0	4	68,550,000	8.4	$ 17,137,500	1.89x	4.414%	119.1	66.1%	59.8%
11.1 - 12.0	3	23,533,353	2.9	$  7,844,451	1.90x	4.312%	119.4	64.6%	53.5%
12.1 - 13.0	7	160,956,314	19.6	$ 22,993,759	1.84x	4.517%	119.1	63.4%	51.0%
13.1 - 14.0	2	18,020,000	2.2	$  9,010,000	2.26x	4.684%	119.6	65.7%	57.9%
14.1 - 16.2	3	131,437,138	16.0	$ 43,812,379	3.37x	4.043%	118.9	32.6%	28.6%
Total/Avg./Wtd.Avg.	39	$  820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	7.9%
Max	16.2%
Weighted Average	11.0%
Distribution of Debt Yields on Underwritten Net Cash Flow
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Debt Yields on	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Underwritten Net Cash Flow (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
7.7 - 8.0	4	$    52,650,000	6.4%	$ 13,162,500	1.28x	4.856%	119.8	72.4%	66.4%
8.1 - 9.0	11	261,057,128	31.8	$ 23,732,466	1.66x	4.556%	119.8	63.4%	57.7%
9.1 - 10.0	7	141,950,000	17.3	$ 20,278,571	1.67x	4.394%	119.5	64.3%	55.9%
10.1 - 11.0	7	118,749,667	14.5	$ 16,964,238	1.90x	4.594%	118.8	65.8%	57.3%
11.1 - 12.0	4	93,740,000	11.4	$ 23,435,000	1.91x	4.276%	120.0	59.6%	45.7%
12.1 - 13.0	3	21,020,000	2.6	$  7,006,667	2.23x	4.643%	119.7	63.6%	55.5%
13.1 - 14.0	1	19,478,787	2.4	$ 19,478,787	2.11x	4.900%	119.0	56.9%	41.4%
14.1 - 14.7	2	111,958,350	13.6	$ 55,979,175	3.59x	3.894%	118.9	28.4%	26.4%
Total/Avg./Wtd.Avg.	39	$ 820,603,933	100.0%	$ 21,041,126	1.99x	4.441%	119.5	59.1%	51.8%
Min	7.7%
Max	14.7%
Weighted Average	10.3%

C-7

Distribution of Lockbox Types
			Percentage of
	Number of		Aggregate
	Mortgage	Cut-off Date	Cut-off Date
Lockbox Type	Loans	Balance	Balance
Hard	14	$  527,533,261	64.3%
Springing	21	240,490,672	29.3
None	3	47,680,000	5.8
Soft	1	4,900,000	0.6
Total	39	$  820,603,933	100.0%
Distribution of Escrows
			Percentage of
	Number of		Aggregate
	Mortgage	Cut-off Date	Cut-off Date
Escrow Type	Loans	Balance	Balance
Replacement Reserves(1)	33	$   533,203,933	65.0%
Real Estate Tax	29	$   429,093,933	52.3%
TI/LC(2)	21	$   336,270,481	59.2%
Insurance	22	$   246,765,478	30.1%
(1) Includes mortgage loans with FF&E reserves.
(2) Percentage of total retail, office and industrial properties only.

C-8

Distribution of Property Types
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgaged	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Property Types	Properties	Balance(1)	Balance	Balance	Ratio(2)	Interest Rate(2)	Maturity (mos)(2)	LTV(2)	LTV(2)
Retail	19	$  305,277,946	37.2%	$   16,067,260	1.85x	4.362%	119.8	61.4%	54.1%
Anchored	11	140,687,946	17.1	$   12,789,813	1.94x	4.423%	119.6	64.4%	58.2%
Super Regional Mall	2	130,000,000	15.8	$   65,000,000	1.81x	4.244%	120.0	56.1%	49.2%
Unanchored	3	18,590,000	2.3	$    6,196,667	1.53x	4.650%	119.8	70.1%	57.8%
Single Tenant Retail	2	10,500,000	1.3	$    5,250,000	1.51x	4.671%	120.0	68.1%	55.4%
Shadow Anchored	1	5,500,000	0.7	$    5,500,000	1.95x	4.040%	120.0	65.6%	50.8%
Office	30	$  260,794,375	31.8%	$    8,693,146	2.46x	4.323%	119.2	50.1%	46.8%
General Suburban	28	153,544,375	18.7	$    5,483,728	1.66x	4.631%	119.3	66.1%	60.6%
CBD	1	100,000,000	12.2	$ 100,000,000	3.76x	3.815%	119.0	24.6%	24.6%
Medical	1	7,250,000	0.9	$    7,250,000	1.60x	4.816%	120.0	61.4%	61.4%
Hospitality	11	$  157,503,452	19.2%	$  14,318,496	1.88x	4.638%	119.2	62.4%	48.1%
Full Service	7	126,910,849	15.5	$  18,130,121	1.85x	4.617%	119.3	61.6%	47.4%
Extended Stay	3	24,974,892	3.0	$    8,324,964	2.04x	4.674%	118.9	65.1%	49.5%
Limited Service	1	5,617,711	0.7	$    5,617,711	1.68x	4.954%	118.0	68.1%	55.5%
Multifamily	3	$   67,600,000	8.2%	$  22,533,333	1.31x	4.726%	119.5	74.1%	67.8%
Self Storage	3	$   23,480,000	2.9%	$    7,826,667	1.50x	4.528%	119.6	66.0%	57.5%
Manufactured Housing	2	$     4,200,000	0.5%	$    2,100,000	1.49x	4.768%	120.0	59.4%	48.5%
Industrial	1	$     1,748,160	0.2%	$    1,748,160	1.38x	5.045%	119.0	61.3%	50.6%
Total/Avg./Wtd.Avg.	69	$  820,603,933	100.0%	$  11,892,811	1.99x	4.441%	119.5	59.1%	51.8%
(1) Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
(2) Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

C-9

Geographic Distribution
					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Geographic Distribution	Mortgaged	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Property Location	Properties	Balance(1)	Balance	Balance	Ratio(2)	Interest Rate(2)	Maturity (mos)(2)	LTV(2)	LTV(2)
California	5	$ 138,070,000	16.8%	$ 27,614,000	1.96x	4.514%	120.0	60.6%	59.1%
New York	2	115,400,000	14.1	$ 57,700,000	3.43x	3.962%	119.0	31.2%	29.9%
Texas	5	102,617,711	12.5	$ 20,523,542	2.01x	4.196%	119.9	56.1%	49.3%
Massachusetts	2	74,900,000	9.1	$ 37,450,000	1.83x	4.390%	120.0	59.9%	45.7%
Indiana	4	72,450,000	8.8	$ 18,112,500	1.53x	4.360%	120.0	59.4%	49.0%
Florida	5	59,410,037	7.2	$ 11,882,007	1.74x	4.673%	119.1	65.8%	56.7%
Ohio	2	50,560,000	6.2	$ 25,280,000	1.68x	4.499%	118.0	73.4%	64.1%
Illinois	2	37,100,000	4.5	$ 18,550,000	1.26x	4.875%	120.0	74.2%	67.5%
Georgia	6	26,147,500	3.2	$  4,357,917	1.96x	4.686%	119.5	67.0%	60.5%
North Carolina	4	24,973,227	3.0	$  6,243,307	1.90x	4.757%	118.1	64.8%	49.4%
Iowa	1	17,000,000	2.1	$ 17,000,000	1.43x	4.447%	120.0	67.7%	55.8%
Maryland	2	16,700,000	2.0	$  8,350,000	1.39x	4.655%	119.0	69.1%	61.8%
Tennessee	6	14,029,218	1.7	$  2,338,203	1.56x	4.937%	118.7	70.5%	58.2%
Michigan	1	13,483,353	1.6	$ 13,483,353	1.75x	4.347%	119.0	68.1%	54.8%
Alabama	7	11,986,434	1.5	$  1,712,348	1.48x	4.924%	119.2	72.4%	60.2%
Nevada	2	9,228,160	1.1	$  4,614,080	1.44x	4.700%	119.8	64.3%	57.9%
Arizona	2	9,146,260	1.1	$  4,573,130	1.75x	4.727%	118.4	67.1%	56.2%
New Hampshire	1	7,500,000	0.9	$  7,500,000	1.30x	4.780%	120.0	75.0%	61.2%
Oklahoma	1	7,076,523	0.9	$  7,076,523	1.68x	4.954%	118.0	68.1%	55.5%
Louisiana	1	5,094,593	0.6	$  5,094,593	1.34x	5.010%	119.0	73.8%	60.8%
Kentucky	4	3,468,750	0.4	$     867,188	1.35x	4.906%	120.0	75.0%	63.1%
Missouri	1	2,096,541	0.3	$  2,096,541	1.68x	4.954%	118.0	68.1%	55.5%
Mississippi	2	1,209,375	0.1	$     604,688	1.35x	4.906%	120.0	75.0%	63.1%
Arkansas	1	956,250	0.1	$     956,250	1.35x	4.906%	120.0	75.0%	63.1%
Total/Wtd.Avg	69	$ 820,603,933	100.0%	$ 11,892,811	1.99x	4.441%	119.5	59.1%	51.8%
(1) Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
(2) Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

C-10

ANNEX D

FORM OF DISTRIBUTION DATE STATEMENT

[THIS PAGE INTENTIONALLY LEFT BLANK]

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

DISTRIBUTION DATE STATEMENT
Table of Contents
STATEMENT SECTIONS	PAGE(s)
Certificate Distribution Detail	2
Certificate Factor Detail	3
Exchangeable Class Detail	4
Reconciliation Detail	5
Other Required Information	6
Cash Reconciliation Detail	7
Current Mortgage Loan and Property Stratification Tables	8-10
Mortgage Loan Detail	11
NOI Detail	12
Principal Prepayment Detail	13
Historical Detail	14
Delinquency Loan Detail	15
Specially Serviced Loan Detail	16-17
Advance Summary	18
Modified Loan Detail	19
Historical Liquidated Loan Detail	20
Historical Bond / Collateral Loss Reconciliation	21
Interest Shortfall Reconciliation Detail	22-23
Defeased Loan Detail	24
Supplemental Reporting	25

	Depositor	Master Servicer	Special Servicer	Operating Advisor
	GS Mortgage Securities Corporation II	Midland Loan Services	Wells Fargo Bank, National Association	Situs Holdings, LLC
		A Division of PNC Bank, N.A.	550 S. Tryon Street, 14th Floor	2 Embarcadero Center, Suite 1300
	200 West Street	10851 Mastin Street, Building 82	Charlotte, NC 28202	San Francisco, CA 94111
	New York, NY 10282	Overland Park, KS 66210
		Contact:	Contact:
	Contact:  Leah Nivison	Heather Wagner	REAM_InvestorRelations@wellsfargo.com	Contact:      George Wisniewski
	Phone Number:  (212) 902-1000	Phone Number: (913) 253-9570	Phone Number:      (866) 898-1615	Phone Number: (415) 374-2832
This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.
Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted.  For information or assistance please call 866-846-4526.

Page 1 of 25

D-1

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Certificate Distribution Detail
Class (2)	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A). (2) The initial certificate balance of the Class A-S, Class B, and Class C certificates represents the certificate balance of such class without giving effect to any exchanges. For details on the current status and payments of Class PEZ, see page 4.

Page 2 of 25

D-2

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
	A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-AB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
	X-A		0.00000000	0.00000000	0.00000000	0.00000000
	X-B		0.00000000	0.00000000	0.00000000	0.00000000
	X-D		0.00000000	0.00000000	0.00000000	0.00000000

Page 3 of 25

D-3

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Exchangeable Class Detail
	Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance
	A-S Regular Interest Breakdown
	A-S (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-S (PEZ)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B Regular Interest Breakdown
	B (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B (PEZ)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C Regular Interest Breakdown
	C (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C (PEZ)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	Class PEZ Detail
	Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance
	PEZ		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 25

D-4

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Additional Trust Fund Expenses	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 5 of 25

D-5

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Other Required Information
Available Distribution Amount (1)	0.00
		Appraisal Reduction Amount
		Loan Number	Appraisal	Cumulative	Most Recent
			Reduction	ASER	App. Red.
			Effected	Amount	Date
		Total
(1) The Available Distribution Amount includes any Prepayment Premiums.

Page 6 of 25

D-6

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Cash Reconciliation Detail
Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Interest paid or advanced	0.00		Master Servicing Fee - Midland Loan Services	0.00
Interest reductions due to Non-Recoverability Determinations	0.00		Trustee Fee - Wilmington Trust, N.A.	0.00
Interest Adjustments	0.00		Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		CREFC Royalty License Fee	0.00
Net Prepayment Interest Shortfall	0.00		Operating Advisor Fee- Situs Holdings, LLC	0.00
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00		Additional Trust Fund Expenses:
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Reimbursement for Interest on Advances	0.00
			ASER Amount	0.00
Principal:			Special Servicing Fee	0.00
Scheduled Principal	0.00		Rating Agency Expenses	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Other Expenses	0.00
Curtailments	0.00		Total Additional Trust Fund Expenses		0.00
Negative Amortization	0.00
Principal Adjustments	0.00		Interest Reserve Deposit		0.00
Total Principal Collected		0.00
			Payments to Certificateholders & Others:
Other:			Interest Distribution	0.00
Prepayment Penalties/Yield Maintenance	0.00		Principal Distribution	0.00
Repayment Fees	0.00		Prepayment Penalties/Yield Maintenance	0.00
Borrower Option Extension Fees	0.00		Borrower Option Extension Fees	0.00
Equity Payments Received	0.00		Equity Payments Paid	0.00
Net Swap Counterparty Payments Received	0.00		Net Swap Counterparty Payments Paid	0.00
Total Other Collected		0.00	Total Payments to Certificateholders & Others		0.00
Total Funds Collected		0.00	Total Funds Distributed		0.00

Page 7 of 25

D-7

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Scheduled Balance

State   (3)

Scheduled Balance

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

State

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Page 8 of 25

D-8

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Debt Service Coverage Ratio

Property Type   (3)

Debt Service Coverage Ratio

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Property Type

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Note Rate

Seasoning

Note Rate

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Seasoning

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

See footnotes on last page of this section.

Page 9 of 25

D-9

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Anticipated Remaining Term (ARD and Balloon Loans)

Remaining Stated Term (Fully Amortizing Loans)

Anticipated Remaining Term (2)

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Remaining Stated Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Age of Most Recent NOI

Remaining Amortization Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Age of Most Recent NOI

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (1)

Totals

Totals

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.

Page 10 of 25

D-10

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Mortgage Loan Detail

Loan Number

ODCR

Property Type (1)

City

State

Interest Payment

Principal Payment

Gross Coupon

Anticipated Repayment Date

Maturity Date

Neg. Amort (Y/N)

Beginning Scheduled Balance

Ending Scheduled Balance

Paid Thru Date

Appraisal Reduction Date

Appraisal Reduction Amount

Res. Strat. (2)

Mod. Code (3)

Totals

(1) Property Type Code							(2) Resolution Strategy Code									(3) Modification Code
	MF	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest
	RT	-	Retail	MU	-	Mixed Use	2	-	Foreclosure	7	-	REO			Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes
	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off
	IN	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination
	WH	-	Warehouse	OT	-	Other	5	-	Note Sale			to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction
	MH	-	Mobile Home Park

Page 11 of 25

D-11

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

NOI Detail
Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date
Total

;

Page 12 of 25

D-12

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Principal Prepayment Detail
Loan Number	Loan Group	Offering Document	Principal Prepayment Amount		Prepayment Penalties
		Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Premium
Totals

Page 13 of 25

D-13

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

30-59 Days

60-89 Days

90 Days or More

Foreclosure

REO

Modifications

Curtailments

Payoff

Next Weighted Avg.

Date

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

Coupon

Remit

WAM

Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 14 of 25

D-14

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Delinquency Loan Detail

Loan Number

Offering Document Cross-Reference

# of Months Delinq.

Paid Through Date

Current P & I Advances

Outstanding P & I Advances **

Status of Mortgage Loan  (1)

Resolution Strategy Code  (2)

Servicing Transfer Date

Foreclosure Date

Actual Principal Balance

Outstanding Servicing Advances

Bankruptcy Date

REO Date

Totals

		(1) Status of Mortgage Loan									(2) Resolution Strategy Code
A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
		But Still in Grace Period	1	-	One Month Delinquent			(Performing Matured Balloon)	2	-	Foreclosure	7	-	REO			Foreclosure
		Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
B	-	Late Payment But Less	3	-	Three or More Months Delinquent				4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
		Than 1 Month Delinquent							5	-	Note Sale			to Master Servicer	13	-	Other or TBD
** Outstanding P & I Advances include the current period advance.

Page 15 of 25

D-15

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Specially Serviced Loan Detail - Part 1

Distribution Date

Loan Number

Offering Document Cross-Reference

Servicing Transfer Date

Resolution Strategy Code (1)

Scheduled Balance

Property Type (2)

State

Interest Rate

Actual Balance

Net Operating Income

NOI Date

DSCR

Note Date

Maturity Date

Remaining Amortization Term

(1) Resolution Strategy Code										(2) Property Type Code
	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family	OF	-	Office
	2	-	Foreclosure	7	-	REO			Foreclosure	RT	-	Retail	MU	-	Mixed use
	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	LO	-	Lodging
	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	SS	-	Self Storage
	5	-	Note Sale			to Master Servicer	13	-	Other or TBD	WH	-	Warehouse	OT	-	Other
										MH	-	Mobile Home Park

Page 16 of 25

D-16

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Specially Serviced Loan Detail - Part 2
Distribution Date	Loan Number	Offering Document Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment

(1) Resolution Strategy Code
	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
	2	-	Foreclosure	7	-	REO			Foreclosure
	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
	5	-	Note Sale			to Master Servicer	13	-	Other or TBD

Page 17 of 25

D-17

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Advance Summary
		Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid
	Totals	0.00	0.00	0.00	0.00

Page 18 of 25

D-18

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Modified Loan Detail
Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description
Totals

Page 19 of 25

D-19

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Historical Liquidated Loan Detail

Distribution Date

ODCR

Beginning Scheduled Balance

Fees, Advances, and Expenses *

Most Recent Appraised Value or BPO

Gross Sales Proceeds or Other Proceeds

Net Proceeds Received on Liquidation

Net Proceeds Available for Distribution

Realized Loss to Trust

Date of Current Period Adj. to Trust

Current Period Adjustment to Trust

Cumulative Adjustment to Trust

Loss to Loan with Cum Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 20 of 25

D-20

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Historical Bond/Collateral Loss Reconciliation Detail
Distribution Date	Offering Document Cross-Reference	Beginning Balance at Liquidation	Aggregate Realized Loss on Loans	Prior Realized Loss Applied to Certificates	Amounts Covered by Credit Support	Interest (Shortages)/ Excesses	Modification /Appraisal Reduction Adj.	Additional (Recoveries) /Expenses	Realized Loss Applied to Certificates to Date	Recoveries of Realized Losses Paid as Cash	(Recoveries)/ Losses Applied to Certificate Interest
Totals

Page 21 of 25

D-21

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Interest Shortfall Reconciliation Detail - Part 1
Offering Document Cross- Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Special Servicing Fees			ASER	(PPIS) Excess	Non-Recoverable (Scheduled Interest)	Interest on Advances	Modified Interest Rate (Reduction) /Excess
			Monthly	Liquidation	Work Out
Totals

Page 22 of 25

D-22

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Interest Shortfall Reconciliation Detail - Part 2
Offering Document Cross-Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Reimb of Advances to the Servicer		Other (Shortfalls)/ Refunds	Comments
			Current Month	Left to Reimburse Master Servicer
Totals
Interest Shortfall Reconciliation Detail Part 2 Total				0.00
Interest Shortfall Reconciliation Detail Part 1 Total				0.00
Total Interest Shortfall Allocated to Trust				0.00

Page 23 of 25

D-23

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Defeased Loan Detail
	Loan Number	Offering Document Cross-Reference	Ending Scheduled Balance	Maturity Date	Note Rate	Defeasance Status
	Totals

Page 24 of 25

D-24

	GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates Series 2015-GS1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Payment Date:	12/11/15
8480 Stagecoach Circle		Record Date:	12/1/15
Frederick, MD 21701-4747		Determination Date:	12/7/15

Supplemental Reporting

Page 25 of 25

D-25

[THIS PAGE INTENTIONALLY LEFT BLANK]

ANNEX E-1

SPONSOR REPRESENTATIONS AND WARRANTIES

Each Sponsor will make, with respect to each Mortgage Loan sold by it that we include in the Issuing Entity, representations and warranties generally to the effect set forth below as of the Cut-off Date, or such other date as set forth below. The exceptions to the representations and warranties set forth below are identified on Annex E-2 to this free writing prospectus. Capitalized terms used but not otherwise defined in this Annex E-1 will have the meanings set forth in this free writing prospectus or, if not defined in this free writing prospectus, in the related Mortgage Loan Purchase Agreement.

Each Mortgage Loan Purchase Agreement, together with the related representations and warranties, serves to contractually allocate risk between the related Sponsor, on the one hand, and the Issuing Entity, on the other. We present the related representations and warranties set forth below for the sole purpose of describing some of the terms and conditions of that risk allocation. The presentation of representations and warranties below is not intended as statements regarding the actual characteristics of the Mortgage Loans, the Mortgaged Properties or other matters. We cannot assure you that the Mortgage Loans actually conform to the statements made in the representations and warranties that we present below.

(1) Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Sponsor), participation or pledge, and the Sponsor had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment, or similar agreement, any Other PSA with respect to a Non-Serviced Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Sponsor has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

(2) Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Sponsor in

E-1-1

connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.

(3) Mortgage Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.

(4) Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.

(5) Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases to the Issuing Entity constitutes a legal, valid and binding assignment to the Issuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on Annex E-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Sponsor’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Sponsor’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.

(6) Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants

E-1-2

(as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized Group; and (g) if the related Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Sponsor thereunder and no claims have been paid thereunder. Neither the Sponsor, nor to the Sponsor’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.

(7) Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Except as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement, the Sponsor has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.

(8) Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

(9) UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Sponsor has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

E-1-3

(10) Condition of Property. The Sponsor or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than thirteen months prior to the Cut-off Date. To the Sponsor’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

(11) Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

(12) Condemnation. As of the date of origination and to the Sponsor’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Sponsor’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

(13) Actions Concerning Mortgage Loan. As of the date of origination and to the Sponsor’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.

(14) Escrow Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the Sponsor or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Loan Documents are being conveyed by the Sponsor to Depositor or its servicer.

(15) No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Sponsor to merit such holdback).

(16) Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and

E-1-4

having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms.

The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL.

The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s reasonable cost and

E-1-5

expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Sponsor.

(17) Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.

(18) No Encroachments. To the Sponsor’s knowledge based solely on surveys obtained in connection with origination and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.

(19) No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Sponsor.

(20) REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage

E-1-6

Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

(21) Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(22) Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

(23) Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Sponsor’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

(24) Local Law Compliance. To the Sponsor’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Sponsor for similar commercial and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. The terms of the Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.

(25) Licenses and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Sponsor’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Sponsor for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

(26) Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a

E-1-7

natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

(27) Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or related Whole Loan)outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC provisions of the Code.

With respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related Whole Loan).

No Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC provisions of the Code.

(28) Financial Reporting and Rent Rolls. The Mortgage Loan documents for each Mortgage Loan require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual

E-1-8

combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.

(29) Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Sponsor’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).

(30) Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this Annex E-1 or the exceptions thereto set forth on Annex E-2, or (vii) as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and

E-1-9

cross-defaulted with another Mortgage Loan, as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

(31) Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(32) Defeasance. With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

(33) Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in situations where default interest is imposed.

(34) Ground Leases. For purposes of this Annex E-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any,

E-1-10

comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Sponsor, its successors and assigns, the Sponsor represents and warrants that:

(a)     The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;

(b)     The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;

(c)     The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d)     The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii)  is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

(e)     The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor;

(f)     The Sponsor has not received any written notice of material default under or notice of termination of such Ground Lease. To the Sponsor’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Sponsor’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g)     The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

(h)     The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

E-1-11

(i)      The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;

(j)      Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k)     In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l)      Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(35) Servicing. The servicing and collection practices used by the Sponsor with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

(36) Origination and Underwriting. The origination practices of the Sponsor (or the related originator if the Sponsor was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex E-1.

(37) No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Sponsor’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Sponsor in this Annex E-1 (including, but not limited to, the prior sentence). No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

(38) Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Sponsor’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

E-1-12

(39) Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan (or the related Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan.

(40) Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Sponsor’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

(41) Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Sponsor’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.

(42) Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase

E-1-13

Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained in the Mortgage Loan Schedule.

(43) Cross-Collateralization. Except with respect to a Mortgage Loan that is part of a Whole Loan no Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except as set forth on Annex E-2.

(44) Advance of Funds by the Sponsor. After origination, no advance of funds has been made by the Sponsor to the related Mortgagor other than in accordance with the Loan Documents, and, to the Sponsor’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither the Sponsor nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

(45) Compliance with Anti-Money Laundering Laws. The Sponsor has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

For purposes of these representations and warranties, “Mortgagee” means the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party.

For purposes of these representations and warranties, the phrases “the Sponsor’s knowledge” or “the Sponsor’s belief” and other words and phrases of like import mean, except where otherwise expressly set forth in these representations and warranties, the actual state of knowledge or belief of the Sponsor, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations and warranties.

E-1-14

ANNEX E-2

EXCEPTIONS TO SPONSOR REPRESENTATIONS AND WARRANTIES

The exceptions to the representations and warranties set forth below are grouped by Sponsor and listed by the number of the related representation and warranty set forth on Annex E-1 to this free writing prospectus and the Mortgage Loan name and number identified on Annex A to this free writing prospectus. Capitalized terms used but not otherwise defined in this Annex E-2 will have the meanings set forth in this free writing prospectus or, if not defined in this free writing prospectus, in the related Mortgage Loan Purchase Agreement.

Goldman Sachs Mortgage Company

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(6) Permitted Liens;      Title Insurance	Hammons Hotel Portfolio (Loan No. 6)	JD Holdings, L.L.C. has (i) a right of first refusal to purchase the Mortgaged Properties if there is a proposed bona fide sale of such Mortgaged Properties and (ii) a right to purchase the Mortgaged Properties upon the redemption (or other disposition) of the preferred interest of the John Q. Hammons Revocable Trust in Atrium Hotels, L.P. (formerly known as the John Q. Hammons Hotels, L.P.), which redemption is subject to litigation set forth in the exception to Representation and Warranty No. 13. Marriott International, Inc., the franchisor, has a right of first refusal to purchase the Renaissance Glendale, Arizona Mortgaged Property if there is a proposed transfer of such Mortgaged Property to a competitor.
(6) Permitted Liens;      Title Insurance	GSA Portfolio (Loan No. 10)	The St. Joe Company has a right of first refusal and repurchase option related to the Mortgaged Property located in Tallahassee, FL. The City of Frankfort has a right of first refusal to purchase the Mortgaged Property located in Frankfort, KY. The Mortgage Loan is recourse to the related Mortgagor and the related guarantors up to the allocated loan amounts for these Mortgaged Properties if the lender accelerates the indebtedness as a result of an event of default. Such recourse liability is removed if the rights of first refusal become subject to a subordination agreement in favor of the Mortgagee or if the related Mortgaged Properties are released pursuant to the Mortgage Loan documents.
(6) Permitted Liens;      Title Insurance	Pine Creek Shopping Center (Loan No. 11)	The tenant doing business as Carl’s Jr. has a right of first refusal in connection with a sale of its leased premises. The right is only exercisable in connection with a sale of the leased premises separate and apart from the remainder of the Mortgaged Property.
(6) Permitted Liens;      Title Insurance	TownePlace Suites Redding (Loan No. 20)	The franchisor Marriott International, Inc. has a right of first refusal to purchase the Mortgaged Property upon a proposed sale to a competitor franchisor.
(6) Permitted Liens;      Title Insurance	Riverwalk Shopping Center (Loan No. 29)	The tenant doing business as Steak ‘N Shake has a right of first refusal in connection with a sale of its leased premises. The right is only exercisable in connection with a sale of the leased premises separate and apart from the remainder of the Mortgaged Property.

E-2-1

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(6) Permitted Liens;      Title Insurance	Fiesta Plaza (Loan No. 37)	Subway, the 7th largest tenant at the Mortgaged Property, has a right of first refusal to purchase the Mortgaged Property offered by a third party purchaser.  Subway will have 30 days after receipt of notice of the offer to sell to execute a sale contract. If the landlord fails to notify Subway of the offer to purchase, the landlord will be liable for liquidated damages in the amount of 15% of the purchase price.
(13) Actions        Concerning        Mortgage        Loan	Hammons Hotel Portfolio (Loan No. 6)	The related Mortgagors and borrower sponsor are defendants in a lawsuit brought by JD Holdings, L.L.C. seeking clarification of its rights of first refusal and right to cause certain borrowers and their affiliates to offer certain properties, including the Mortgaged Properties for sale in connection with the liquidation of the preferred interest owned by the John Q. Hammons Revocable Trust in Atrium Hotels, L.P. (formerly known as the John Q. Hammons Hotels, L.P.) as described in the exception to Representation and Warranty No. 6. In addition, the borrower sponsor is defendant in lawsuits brought by a lender arising from a $275 million line of credit provided to the borrower sponsor by such lender as to (a) the breach of the borrower sponsor’s net worth covenant, (b) the failure of the borrower sponsor to pay down the line of credit in an amount equal to a redemption or liquidation of preferred equity owned by the borrower sponsor, (c) the failure of the borrower sponsor to pay down the line of credit in an amount equal to the $20M in “cash out” proceeds received as a result of the Hammons Hotel Portfolio Mortgage Loan, and (d) a violation by the borrowers owning the Embassy Suites Concord, NC, Renaissance by Marriott Phoenix/Glendale, AZ, Embassy Suites Huntsville, AL, and Embassy Suites Murfreesboro, TN Mortgaged Properties of the “permitted indebtedness” covenant under the line of credit. Approximately $110,000,000 has been drawn against such line of credit.
(14) Escrow Deposits	Westin Boston Waterfront (Loan No. 3)	In some cases, certain reserve requirements are waived for so long as an equivalent reserve is being maintained by the property manager.
(16) Insurance	All Mortgage Loans Originated by GSMC and GSCRE except for: 590 Madison Avenue (Loan No. 1) Element LA (Loan No. 4) Hammons Hotel Portfolio (Loan No. 6) GSA Portfolio (Loan No. 10) Fiesta Plaza (Loan No. 37)	The threshold used in the Mortgage Loan documents, as it pertains to use of insurance proceeds for repair and restoration in respect of a property loss, is 5% of the original principal balance of the loan, instead of the then outstanding principal amount of the loan.

E-2-2

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(16) Insurance	590 Madison Avenue (Loan No. 1)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such issuer, at least, “A:VIII” by AM Best) (provided that all such insurers are required to have ratings of not less than “BBB+” by S&P and, if such insurer is rated by Moody’s, “Baa1” by Moody’s). Notwithstanding the foregoing, the Mortgagor is permitted to continue to utilize Ironshore Specialty Insurance Company, Aspen Specialty Insurance Company and Starr Surplus Lines Insurance Company, under the Mortgagor’s current policies as of the origination date that are not rated with S&P (“Otherwise Rated Insurers”); provided that (1) the Mortgagor is required to replace the Otherwise Rated Insurers at renewal with insurers meeting the rating requirements set forth hereinabove, and (2) if, prior to renewal, the current A.M. Best or Rating Agency rating of any such Otherwise Rated Insurer is withdrawn or downgraded, the Mortgagor will be required to replace such Otherwise Rated Insurer with an insurer meeting the ratings requirements set forth hereinabove. In all cases, the Mortgagor may obtain reinsurance through a “cut-through” endorsement with respect to any insurer not meeting such rating requirements, from an insurance company that meets the claims-paying ability ratings above, or such higher rating as may be required by a Rating Agency, not to exceed “A+” by S&P and “A1” by Moody’s if such insurer is rated by Moody’s, in all cases acceptable to the lender and the Rating Agencies.
(16) Insurance	South Plains Mall (Loan No. 2)	The insurance companies must have a financial rating of (i) “A-:VIII” or better from AM Best and (ii) “A-” or better by S&P (and “A2” or better by Moody’s); provided, however, that for multi-layered blanket policies, up to 20% of such coverage may be written by carriers with a rating of not less than “BBB” by S&P (and “Baa2” by Moody’s), so long as 100% of the primary layer of such multi-layered policies have carriers rated at least “A-” or better by S&P (and “A2” or better by Moody’s).
(16) Insurance	Westin Boston Waterfront (Loan No. 3)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best) (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best).

E-2-3

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(16) Insurance	Element LA (Loan No. 4)	For multi-layered policies, if four or fewer insurance companies issue the policies, then at least 75% of the insurance coverage represented by the policies must be provided by insurance companies with a claims paying ability rating of “A-” or better by S&P and, if rated by Moody’s, having a claims paying ability rating of A3 or better by Moody’s, with no carrier having a claims paying ability rating below “BBB” by S&P and, if rated by Moody’s, below “Baa2” by Moody’s, or if five or more insurance companies issue the policies, then at least 60% of the insurance coverage represented by the policies must be provided by insurance companies with a claims paying ability rating of “A-” or better by S&P and, if rated by Moody’s, having a claims paying ability rating of A3 or better by Moody’s, with no carrier having a claims paying ability rating below “BBB” by S&P and, if rated by Moody’s, below “Baa2” by Moody’s. All insurance companies must be rated “A X” or better by A.M. Best. The Mortgagor may continue to use (i) Ironshore Specialty Insurance Company and (ii) Insurance Company of the West, in their respective positions and participation amounts within the Mortgagor’s insurance syndicate, provided that Ironshore Specialty Insurance Company maintains a rating of “Baa1” or better by Moody’s and Insurance Company of the West maintains a rating of “A-X” or better by AM Best. If the rating of either such insurer is withdrawn or downgraded below its rating on the date hereof, the Mortgagor is required to promptly notify the lender and replace such insurer with an insurance company meeting the rating requirements set forth herein. At renewal of the current policy term on April 1, 2016, the Mortgagor is required to replace Insurance Company of the West with one or more insurance companies meeting the rating requirements set forth in the Mortgage Loan documents.
(16) Insurance	Glenbrook Square (Loan No. 5)	All policies may be issued by (a) one or more financially sound and responsible primary insurers authorized to do business in the state in which the Property is located and having a claims-paying ability rating of no lower than “A” by S&P and no lower than “A:VII” by A.M. Best, or (b) by a syndicate of insurers with (i) at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) by carriers having minimum claims paying ability rating of no lower than “A” by S&P and no lower than “A:VII” by A.M. Best and (ii) the remainder by carriers having minimum claims paying ability rating of no lower than “BBB” by S&P and no lower than “A:VII” by A.M. Best. Notwithstanding the foregoing, the Mortgagor may continue to use Ironshore Insurance Ltd. as part of its insurance syndicate that is in place as of the date of the origination date of the Mortgage Loan, provided that such insurer does not move lower in the syndicate, increase its limits or fail to maintain the following rating: a Moody’s rating of no lower than “Baa1”. Notwithstanding anything to the contrary contained herein, (a) the Mortgagor may satisfy the applicable ratings requirement by providing to the lender a “cut-through” endorsement or credit wrap issued by an insurer rated at least “A+” with S&P, in each case in form and substance acceptable to Lender and the Rating Agencies and (b) the flood hazard insurance coverage described in subsection (a)(ii) above made available under the applicable laws of all relevant Governmental Authorities may be with any insurance company authorized by the United States government to issue such insurance provided such flood hazard insurance is reinsured by the United States government. The Mortgage Loan documents require insurance proceeds in respect of a property loss in excess of $8,125,000 be applied to either (a) the repair or restoration of all or part of the related Mortgaged Property, or (b) the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

E-2-4

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(16) Insurance	Hammons Hotel Portfolio (Loan No. 6) GSA Portfolio (Loan No. 10)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best) (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best). The threshold used in the Mortgage Loan documents, as it pertains to use of insurance proceeds for repair and restoration in respect of a property loss at each Mortgaged Property, is 5% of the original principal balance of the allocated loan amount for each such Mortgaged Property, instead of the then outstanding principal amount of the loan.
(16) Insurance	Deerfield Crossing (Loan No. 7) Lake Forest Place (Loan No. 14)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having ratings of at least “A-” by S&P and “A3” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best) (provided that the first layers of coverage are from insurers rated at least “A-” by S&P and “A3” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best).
(16) Insurance	Edgewater Crossing Apartments (Loan No. 9)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best). Notwithstanding the foregoing, Mortgagor is permitted to maintain the commercial general liability coverage required hereunder with Rockhill Insurance Company, rated “A- XI” with AM Best, provided that (x) the rating of such carrier is not withdrawn or downgraded below the rating in effect as of the closing and (y) at renewal of the policies in effect as of the closing, the Mortgagor is required to replace Rockhill Insurance Company with insurance companies meeting the rating requirements set forth herein above.
(16) Insurance	Pine Creek Shopping Center (Loan No. 11) DoubleTree Hotel Universal (Loan No. 13)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best) (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best).

E-2-5

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(16) Insurance	Firewheel Plaza Shopping Center (Loan No. 17) Shops at Eagle Point (Loan No. 32)	With respect to the umbrella liability policies maintained by insurance company Torus Specialty Insurance Company, which is not rated by S&P and which is rated by AM Best as “A-:XI”, so long as such insurance company maintains the above AM Best rating and such rating is not downgraded or withdrawn, then the lender approves of such insurance company maintaining the umbrella liability policies.  In the event of any downgrade or withdrawal of such rating from AM Best, then within 30 days thereof the Mortgagor is required to replace and obtain coverage under the policies with insurance companies meeting the rating requirements set forth herein above.
(16) Insurance	Homewood Suites Charlotte (Loan No. 19)	The lender is required to accept Penn National Security Insurance Company, rated “A-:X” with AM Best as the insurer for the required property insurance, so long as the rating of such insurer is not withdrawn or downgraded below “A-:X” with AM Best.  In the event such insurer’s rating is withdrawn or downgraded below a rating of “A-:X” with AM Best, the Mortgagor is required to promptly notify the lender and replace such insurer with an insurer meeting the rating requirements set forth herein above.
(16) Insurance	Walkers Village Shopping Center (Loan No. 23)	The lender is required to accept Millers Capital Insurance Company, rated “A:VII” with AM Best as the insurer for the Mortgaged Property and general liability policies, for so long as the rating of such insurer is not withdrawn or downgraded below the rating in place as of the origination date of the loan.
(16) Insurance	Fiesta Plaza (Loan No. 37)	The threshold used in the Mortgage Loan documents, as it pertains to use of insurance proceeds for repair and restoration in respect of a property loss, is 6% of the original principal balance of the loan, instead of 5% of the then outstanding principal amount of the loan.
(24) Local Law        Compliance	Park Plaza Shopping Center (Loan No. 35)	The Mortgaged Property is currently subject to three building code violations as a result of the failure to have proper fencing around the trash dumpsters. The Mortgagor is required to provide evidence of the removal of these violations within 30 days of the origination of the Mortgage Loan.
(25) Licenses and        Permits	DoubleTree Hotel Universal (Loan No. 13)	As of the origination date, the Mortgaged Property is operating with a temporary liquor license. A permanent liquor license is expected to be issued six to eight months after origination and application for the other licenses and permits have been made.
(26) Recourse        Obligations	590 Madison Avenue (Loan No. 1)	The Mortgage Loan will be recourse to the borrowing entity only; there will be no standard recourse provisions to the borrower sponsor.
(26) Recourse        Obligations	South Plains Mall (Loan No. 2)	To the extent that an environmental insurance policy acceptable to the lender covers the Mortgaged Property, the lender is required to use commercially reasonable efforts to collect under such policy prior to making a claim for environmental matters under the recourse carveout guaranty.

E-2-6

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(26) Recourse        Obligations	Glenbrook Square (Loan No. 5)	Prohibited transfers of the Mortgaged Property or equity interests in the Mortgagor are limited to actual damages, rather than full springing recourse.
(26) Recourse        Obligations	Deerfield Crossing (Loan No. 7) Lake Forest Place (Loan No. 14)	The lender has agreed to waive the environmental indemnity and will require a lender environmental collateral protection and liability insurance policy instead.
(27) Mortgage        Releases	Glenbrook Square (Loan No. 5)	The Mortgagor is permitted (subject to compliance with all REMIC-related requirements) to substitute portions of the related Mortgaged Property collateral with exchange parcels. To the extent such portions are income-producing, a Rating Agency Confirmation will be required.
(30) Due-on-Sale or        Encumbrance	Element LA (Loan No. 4)	Transfers in excess of 49% are permitted, so long as Hudson Pacific Properties, Inc. continues to control and own at least 20% of the direct or indirect interests in the Mortgagor, the guarantor and manager.
(30) Due-on-Sale or        Encumbrance	Hammons Hotel Portfolio (Loan No. 6)	The Mortgage Loan documents permit the transfer of the related Mortgaged Properties to JD Holdings, L.L.C. in connection with the exercise of its right to purchase the Mortgaged Properties upon the redemption (or other disposition) of the preferred interest of the John Q. Hammons Revocable Trust in Atrium Hotels, L.P. (formerly known as the John Q. Hammons Hotels, L.P.), which redemption or disposition is subject to litigation set forth in the exception to Representation and Warranty No.13.
(31) Single-Purpose         Entity	Hammons Hotel Portfolio (Loan No. 6)	The organizational documents for the Mortgagors identified as JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC and JQH-Murfreesboro Development, LLC do not provide that such Mortgagor is a Single-Purpose Entity.
(31) Single-Purpose         Entity	East Viking Plaza (Loan No. 15)	The Mortgagor previously owned four outparcels adjacent to the Mortgaged Property. Three of the outparcels were sold to third parties prior to the origination of the Mortgage Loan and the fourth outparcel  was conveyed to an affiliate of Mortgagor on the origination date.
(31) Single-Purpose         Entity	Country Creek Commons (Loan No. 18)	The Mortgagor previously owned a 50% membership interest in Country Creek Professional Office Building, LLC, a Michigan limited liability company, which was conveyed to an affiliate prior to the origination of the Mortgage Loan.
(31) Single-Purpose         Entity	Homewood Suites Charlotte (Loan No. 19)	The Mortgagor previously owned a hotel, which was sold in December 2012 prior to the Mortgagor’s purchase of the Mortgaged Property.
(32) Defeasance	Westin Boston Waterfront (Loan No. 3)	Partial defeasance of the Mortgage Loan is permitted to the extent necessary to meet a debt yield test.

E-2-7

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(34) Ground Leases	Westin Boston Waterfront (Loan No. 3)	(e)  An estoppel letter received from ground lessor expressly approves of the Trust as a qualified leasehold mortgagee.  Any other assignee of the Mortgage Loan is required to be an institutional lender (in accordance with the terms of the Mortgage Loan documents) or otherwise reasonably acceptable to the ground lessor.  Assignments of lessee’s interests are subject to the reasonable approval of the lessor and hotel management under an acceptable management agreement
(34) Ground Leases	Hammons Hotel Portfolio (Loan No. 6)	(a) Neither the Ground Lease for the Mortgaged Property in Glendale, AZ nor the estoppel certificate obtained for the benefit of the Mortgagee at origination includes an express consent to the encumbrance of the lessee’s interest. (b), (h), (j) and (k) The Ground Lease for the Mortgaged Property in Glendale, Arizona does not include the restrictions set forth in these representations. (e) Neither the Ground Lease for the Mortgaged Property in Glendale, Arizona nor the estoppel certificate obtained for the benefit of the Mortgagee at origination includes an express consent to the assignment of the related Ground Lease to the holder of the Mortgage Loan. Any such assignment will be subject to the consent of the lessor at the time of assignment. (g) With respect to the Ground Lease for the Mortgaged Property in Glendale, Arizona, the estoppel certificate entered for the benefit of lender entitles lender to any notice delivered to the applicable Mortgagor under the Ground Lease but does not include a limitation that no notice of default or termination is effective against the lender unless such notice is given to the lender. (l) The Ground Lease for the Mortgaged Property in Glendale, Arizona does not include a right to a new lease.
(39) Organization of         Mortgagor	Deerfield Crossing (Loan No. 7) Lake Forest Place (Loan No. 14)	The Mortgagors under each of the related Mortgage Loans are affiliates of each other.
(39) Organization of         Mortgagor	Firewheel Plaza Shopping Center (Loan No. 17) All Storage Paloma Creek (Loan No. 28) Shops at Eagle Point (Loan No. 32)	The Mortgagors under each of the related Mortgage Loans are affiliates of each other.

E-2-8

Cantor Commercial Real Estate Lending, L.P.

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(16) Insurance	Shaw’s Littleton, NH (Loan No. 24)	The Mortgage Loan permits borrower’s insurance obligations to be satisfied by the sole tenant.  Provided tenant does not have the right to terminate the lease with respect to any casualty or condemnation, insurance proceeds will be payable to tenant to be used to restore the property. There is a carve-out for any loss suffered by lender due to tenant’s misapplication of insurance proceeds, condemnation awards, or any other monetary collateral for the loan.
(26) Recourse        Obligations	Clover Ridge East (Loan No. 8)	The Mortgage Loan stipulates that with respect to misapplication of any rents during an event of default, under no circumstances will funds which are applied by borrower to pay the ordinary and necessary expenses of operating, maintaining, repairing and/or replacing (excluding enhancements, but including replacements of existing worn, damaged or obsolete items) the property or funds delivered to lender be deemed to have been misapplied, misappropriated or converted.
(31) Single-Purpose        Entity	Bernal Plaza (Loan No. 12)	No non-consolidation opinion was delivered. The requirement was waived.
(31) Single-Purpose        Entity	Latham Crossing & Crossroads Plaza (Loan No. 16)	Borrower is a recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
(31) Single-Purpose        Entity	City Plaza I, II & III (Loan No. 22)	Borrowers are each a recycled SPE that has never owned other property.  There are no exceptions to the standard “backward” representations.
(31) Single-Purpose        Entity	Shaw’s Littleton, NH (Loan No. 24)	Borrower is a recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
(31) Single-Purpose        Entity	1300 West Belmont (Loan No. 31)	Borrower is a recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
(31) Single-Purpose        Entity	Berryland Shopping Center (Loan No. 33)	Borrower is a recycled SPE. There are no exceptions to the standard “backward” representations.
(31) Single-Purpose        Entity	Farrell-Roeh MHC Portfolio (Loan No. 36)	Borrower is a recycled SPE. There are no exceptions to the standard “backward” representations.
(31) Single-Purpose        Entity	Wagon Trail Industrial (Loan No. 39)	Borrower is a recycled SPE that has never owned other property. There are no exceptions to the standard “backward” representations.
(39) Organization of        Mortgagor	Fort Howard Square (Loan No. 27)	Borrower is an affiliate of the borrower under the Conyers Crossing mortgage loan. The loans are not cross-collateralized or cross-defaulted.
(39) Organization of        Mortgagor	Conyers Crossing (Loan No. 30)	Borrower is an affiliate of the borrower under the Fort Howard Square mortgage loan. The loans are not cross-collateralized or cross-defaulted.

E-2-9

[THIS PAGE INTENTIONALLY LEFT BLANK]

ANNEX F

CLASS A-AB SCHEDULED PRINCIPAL BALANCE SCHEDULE 

Distribution		Distribution
Date	Balance	Date	Balance
12/10/2015	$47,694,000.00	11/10/2020	$47,693,085.25
1/10/2016	$47,694,000.00	12/10/2020	$46,917,999.55
2/10/2016	$47,694,000.00	1/10/2021	$46,200,490.32
3/10/2016	$47,694,000.00	2/10/2021	$45,480,162.94
4/10/2016	$47,694,000.00	3/10/2021	$44,575,980.02
5/10/2016	$47,694,000.00	4/10/2021	$43,849,266.52
6/10/2016	$47,694,000.00	5/10/2021	$43,059,563.27
7/10/2016	$47,694,000.00	6/10/2021	$42,326,891.58
8/10/2016	$47,694,000.00	7/10/2021	$41,531,399.60
9/10/2016	$47,694,000.00	8/10/2021	$40,792,723.38
10/10/2016	$47,694,000.00	9/10/2021	$40,051,145.49
11/10/2016	$47,694,000.00	10/10/2021	$39,247,000.60
12/10/2016	$47,694,000.00	11/10/2021	$38,499,348.91
1/10/2017	$47,694,000.00	12/10/2021	$37,689,302.97
2/10/2017	$47,694,000.00	1/10/2022	$36,935,530.25
3/10/2017	$47,694,000.00	2/10/2022	$36,178,796.31
4/10/2017	$47,694,000.00	3/10/2022	$35,241,600.31
5/10/2017	$47,694,000.00	4/10/2022	$34,478,206.39
6/10/2017	$47,694,000.00	5/10/2022	$33,652,865.91
7/10/2017	$47,694,000.00	6/10/2022	$32,883,228.48
8/10/2017	$47,694,000.00	7/10/2022	$32,051,822.06
9/10/2017	$47,694,000.00	8/10/2022	$31,275,892.56
10/10/2017	$47,694,000.00	9/10/2022	$30,496,914.41
11/10/2017	$47,694,000.00	10/10/2022	$29,656,432.93
12/10/2017	$47,694,000.00	11/10/2022	$28,871,090.05
1/10/2018	$47,694,000.00	12/10/2022	$28,024,424.85
2/10/2018	$47,694,000.00	1/10/2023	$27,232,667.73
3/10/2018	$47,694,000.00	2/10/2023	$26,437,799.52
4/10/2018	$47,694,000.00	3/10/2023	$25,466,023.76
5/10/2018	$47,694,000.00	4/10/2023	$24,664,208.65
6/10/2018	$47,694,000.00	5/10/2023	$23,801,539.66
7/10/2018	$47,694,000.00	6/10/2023	$22,993,182.14
8/10/2018	$47,694,000.00	7/10/2023	$22,124,156.80
9/10/2018	$47,694,000.00	8/10/2023	$21,309,205.96
10/10/2018	$47,694,000.00	9/10/2023	$20,491,052.49
11/10/2018	$47,694,000.00	10/10/2023	$19,612,509.80
12/10/2018	$47,694,000.00	11/10/2023	$18,787,686.81
1/10/2019	$47,694,000.00	12/10/2023	$17,902,664.27
2/10/2019	$47,694,000.00	1/10/2024	$17,071,119.86
3/10/2019	$47,694,000.00	2/10/2024	$16,236,307.34
4/10/2019	$47,694,000.00	3/10/2024	$15,284,944.91
5/10/2019	$47,694,000.00	4/10/2024	$14,443,109.07
6/10/2019	$47,694,000.00	5/10/2024	$13,541,557.50
7/10/2019	$47,694,000.00	6/10/2024	$12,692,867.86
8/10/2019	$47,694,000.00	7/10/2024	$11,784,657.40
9/10/2019	$47,694,000.00	8/10/2024	$10,929,060.62
10/10/2019	$47,694,000.00	9/10/2024	$10,070,100.79
11/10/2019	$47,694,000.00	10/10/2024	$9,151,912.21
12/10/2019	$47,694,000.00	11/10/2024	$8,285,965.33
1/10/2020	$47,694,000.00	12/10/2024	$7,360,988.40
2/10/2020	$47,694,000.00	1/10/2025	$6,488,000.09
3/10/2020	$47,694,000.00	2/10/2025	$5,611,580.09
4/10/2020	$47,694,000.00	3/10/2025	$4,565,853.92
5/10/2020	$47,694,000.00	4/10/2025	$3,681,873.27
6/10/2020	$47,694,000.00	5/10/2025	$2,739,375.41
7/10/2020	$47,694,000.00	6/10/2025	$1,848,212.97
8/10/2020	$47,694,000.00	7/10/2025	$898,737.54
9/10/2020	$47,694,000.00	8/10/2025	$337.41
10/10/2020	$47,694,000.00	9/10/2025	$0.00

F-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

PROSPECTUS

GS MORTGAGE SECURITIES CORPORATION II
Depositor
Commercial Mortgage Pass-Through
Certificates (Issuable in Series by Separate Issuing Entities)

GS Mortgage Securities Corporation II from time to time will offer Commercial Mortgage Pass-Through Certificates in separate series issued by one or more issuing entities that are a trust. We will offer the certificates through this prospectus and a separate prospectus supplement for each series. If specified in the related prospectus supplement, we may not offer all of the classes of certificates in a particular series. For each series, we will establish a trust fund consisting primarily of mortgage loans secured by first, second or third liens on commercial real estate, multifamily and/or mixed residential/commercial properties and other assets as described in this prospectus and to be specified in the related prospectus supplement. The certificates of a series will evidence beneficial ownership interests in the trust fund. The certificates of a series may be divided into two or more classes which may have different interest rates and which may receive principal payments in differing proportions and at different times. In addition, the rights of certain holders of classes may be subordinate to the rights of holders of other classes to receive principal and interest. The certificates of any series are not obligations of the depositor, the sponsor, any servicer or any of their respective affiliates. The certificates and the underlying mortgage loans will not be insured or guaranteed by any governmental agency or other person.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the offered certificates or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No secondary market will exist for a series of certificates prior to its offering. We cannot assure you that a secondary market will develop for the certificates of any series or, if it does develop, that it will continue.

Investing in the offered certificates involves risks. See “RISK FACTORS” beginning on page 4 of this prospectus. For each series, see “RISK FACTORS” in the related prospectus supplement.

The certificates may be offered through one or more different methods, including offerings through underwriters, as more fully described under “PLAN OF DISTRIBUTION” on page 109 of this prospectus and in the related prospectus supplement. Our affiliates may from time to time act as agents or underwriters in connection with the sale of the offered certificates. Offerings of certain classes of the certificates, as specified in the related prospectus supplement, may be made in one or more transactions exempt from the registration requirements of the Securities Act of 1933, as amended, which offerings will not be made pursuant to this prospectus or the related registration statement.

This prospectus may not be used to consummate sales of the offered certificates unless accompanied by a prospectus supplement.

November 9, 2015

Important Notice About Information Presented in this
Prospectus and the Related Prospectus Supplement

We provide information about the certificates in two separate documents that progressively provide more detail. These documents are:

· this prospectus, which provides general information, some of which may not apply to a particular series of certificates, including your series; and

· the prospectus supplement for a series of certificates, which will describe the specific terms of that series of certificates.

You should rely only on the information provided in this prospectus and the related prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering to sell the certificates in any state where the offer or sale is not permitted.

We have included cross-references to captions in these materials where you can find related discussions that we believe will enhance your understanding of the topic being discussed. The table of contents of this prospectus and the table of contents included in the related prospectus supplement list the pages on which these captions are located.

You can find the definitions of capitalized terms that are used in this prospectus on the pages indicated under the caption “INDEX OF DEFINED TERMS” beginning on page 114 of this prospectus.

In this prospectus, the terms “Depositor”, “we”, “us” and “our” refer to GS Mortgage Securities Corporation II.

If you require additional information, the mailing address of our principal executive offices is GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282 and the telephone number is (212) 902-1000. For other means of acquiring additional information about us or a series of certificates, see “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE” beginning on page 112 of this prospectus.

TABLE OF CONTENTS

SUMMARY OF PROSPECTUS	3
RISK FACTORS	4
THE PROSPECTUS SUPPLEMENT	23
THE DEPOSITOR	25
THE SPONSORS	25
USE OF PROCEEDS	25
DESCRIPTION OF THE CERTIFICATES	26
THE MORTGAGE POOLS	35
SERVICING OF THE MORTGAGE LOANS	40
CREDIT ENHANCEMENT	47
SWAP AGREEMENT	49
YIELD CONSIDERATIONS	50
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS	52
MATERIAL FEDERAL INCOME TAX CONSEQUENCES	73
STATE AND LOCAL TAX CONSIDERATIONS	106
ERISA CONSIDERATIONS	106
LEGAL INVESTMENT	108
The Appraisal Regulations	109
PLAN OF DISTRIBUTION	109
INCORPORATION OF  CERTAIN INFORMATION BY REFERENCE	112
LEGAL MATTERS	112
Ratings	113
INDEX OF DEFINED TERMS	114

-2-

SUMMARY OF PROSPECTUS

This summary includes selected information from this prospectus. It does not contain all of the information you need to consider in deciding whether to buy any class of the offered certificates. To understand the terms of the offering of the offered certificates, you should read carefully this entire prospectus and the related prospectus supplement.

Title of Certificates	Commercial Mortgage Pass-Through Certificates, issuable in series.
Depositor	GS Mortgage Securities Corporation II, a Delaware corporation.  Our telephone number is (212) 902-1000.
Description of Certificates;
Ratings	The certificates of each series will be issued pursuant to a pooling and servicing agreement and may be issued in one or more classes.  The certificates of each series will represent in the aggregate the entire beneficial ownership interest in the property of the related trust fund.  Each trust fund will consist primarily of mortgage loans secured by first, second or third liens on commercial real estate, multifamily and/or mixed residential/commercial properties and other assets as described in this prospectus and to be specified in the related prospectus supplement.  Each class or certificate will be rated not lower than investment grade by one or more nationally recognized statistical rating organizations at the date of issuance.
The prospectus supplement for a series of certificates includes important information on related trust fund, certificates, and risks, including information on the following:
	·	the name of the servicer and special servicer, the circumstances when a special servicer will be appointed and their respective obligations (if any) to make advances to cover delinquent payments on the assets of the trust fund, taxes, assessments or insurance premiums;
	·	the assets in the trust fund, including a description of the pool of mortgage loans or mortgage-backed securities;
	·	the identity and attributes of each class within a series of certificates, including whether (and to what extent) any credit enhancement benefits any class of a series of certificates;
	·	the tax status of certificates;
	·	whether the certificates will be eligible to be purchased by investors subject to the Employee Retirement Income Security Act of 1974, as amended, commonly known as ERISA, or will be mortgage related securities for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, commonly known as SMMEA; and
	·	whether a series of certificates includes one or more classes that are “exchangeable certificates” as described in “Description of the Certificates—Exchangeable Certificates”.

-3-

RISK FACTORS

An investment in the certificates of any series involves significant risks and are not suitable investments for all investors. Before making an investment decision, you should carefully review the following information and the information under the caption “Risk Factors” in the related prospectus supplement. Such risks give rise to the potential for significant loss over the life of the certificates and could result in the failure of investors in the certificates to fully recover their initial investments.

The Certificates May Not Be a Suitable Investment for You

For the reasons set forth in this section and in the “Risk Factors” section in the related prospectus supplement, the yield to maturity and the aggregate amount and timing of distributions on the certificates are subject to material variability from period to period and over the life of the certificates, including as a result of variations in the performance of the mortgage loans in a trust or trust fund. As a result, investment in the certificates involves substantial risks and uncertainties and should be considered only by sophisticated investors with substantial investment experience with similar types of securities.

Risks of Commercial and Multifamily Lending Generally

The mortgage loans will be secured by various income producing commercial and multifamily properties. The repayment of a commercial or multifamily loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. The repayment of a mortgage loan secured by a residential cooperative property typically depends upon the payments received by the cooperative corporation from its tenants/shareholders, including any special assessments against the mortgaged property. Even the liquidation value of a commercial property is determined, in substantial part, by the capitalization of the property’s ability to produce cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the loan at any given time.

The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the properties themselves, such as:

· the age, design and construction quality of the properties;

· perceptions regarding the safety, convenience and attractiveness of the properties;

· the characteristics of the neighborhood where the property is located;

· the proximity and attractiveness of competing properties;

· the adequacy of the property’s management and maintenance;

· increases in interest rates, real estate taxes and operating expenses at the mortgaged property and in relation to competing properties;

· an increase in the capital expenditures needed to maintain the properties or make improvements;

· dependence upon a single tenant, a small number of tenants or a concentration of tenants in a particular business or industry;

· a decline in the financial condition of a major tenant;

· an increase in vacancy rates; and

· a decline in rental rates as leases are renewed or entered into with new tenants.

-4-

Other factors are more general in nature, such as:

· national, regional or local economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates;

· local real estate conditions, such as an oversupply of competing properties, retail space, office space, multifamily housing or hotel capacity;

· demographic factors;

· consumer confidence;

· consumer tastes and preferences;

· retroactive changes in building codes;

· changes or continued weakness in specific industry segments;

· location of certain mortgaged properties in less densely populated or less affluent areas; and

· the public perception of safety for customers and clients.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

· the length of tenant leases (including that in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenants, at a particular mortgaged property may have leases that expire or permit the tenant(s) to terminate its lease during the term of the loan);

· the creditworthiness of tenants;

· tenant defaults;

· in the case of rental properties, the rate at which new rentals occur; and

· the property’s “operating leverage” which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with relatively higher operating leverage or short term revenue sources, such as short term or month to month leases, and may lead to higher rates of delinquency or defaults.

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of these assumptions or projections in whole or in part could cause the underwritten or adjusted cash flows to vary substantially from the actual net operating income of a mortgaged property. See “Risk Factors—Underwritten Net Cash Flow Could Be Based on Incorrect or Failed Assumptions” in the prospectus supplement.

It is unlikely that we will obtain new appraisals of the mortgaged properties or assign new valuations to the mortgage loans in connection with the offering of the offered certificates. The market values of the underlying mortgaged properties could have declined since the origination of the related mortgage loans.

-5-

Office Properties Have Special Risks

A large number of factors may adversely affect the value of office properties, including:

· the quality of an office building’s tenants;

· an economic decline in the business operated by the tenant;

· the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements);

· the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;

· the diversity of an office building’s tenants (or reliance on a single or dominant tenant);

· an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (which creates demand for office space);

· the desirability of the area as a business location;

· the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees; and

· in the case of medical office properties, the performance of a medical office property may depend on (a) the proximity of such property to a hospital or other health care establishment and (b) reimbursements for patient fees from private or government sponsored insurers. Issues related to reimbursement (ranging from non payment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged property.

Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants.

If one or more major tenants at a particular office property were to close or remain vacant, we cannot assure you that such tenants would be replaced in a timely manner or without incurring material additional costs to the related borrower and resulting in adverse economic effects.

Retail Properties Have Special Risks

The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics. The correlation between success of tenant business and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.

Whether a retail property is “anchored”, “shadow anchored” or “unanchored” is also an important consideration. Retail properties that have anchor tenant-owned stores often have reciprocal easement and operating agreements (each, an “REA”) between the retail property owner and such anchor tenants containing certain operating and maintenance covenants. Although an anchor tenant is required to pay a contribution toward common area maintenance and real estate taxes on the improvements and related real property, an anchor tenant that owns its own parcel does not pay rent. However, the presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important because anchors play a key role in generating customer traffic and making a center desirable for other tenants. Many of the retail properties that will secure one or more mortgage loans will also have shadow anchor tenants. An “anchor tenant” is located on the related mortgaged property, usually proportionately larger in size than most or all other tenants in the mortgaged property and is vital in

-6-

attracting customers to a retail property. A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but is not located on the mortgaged property. The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

· an anchor tenant’s or shadow anchor tenant’s failure to renew its lease or termination of an anchor tenant’s or shadow anchor tenant’s lease;

· if the anchor tenant or shadow anchor tenant decides to vacate;

· the bankruptcy or economic decline of an anchor tenant, shadow anchor or self owned anchor; or

· the cessation of the business of an anchor tenant, a shadow anchor tenant or of a self owned anchor or a change in use or in the nature of its retail operations (notwithstanding its continued payment of rent).

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. In addition, it is common for anchor tenants and non-anchor tenants at anchored or shadowed anchored retail centers to have co tenancy clauses and/or operating covenants in their leases or operating agreements which permit those tenants or anchor stores to cease operating, reduce rent or terminate their leases if the anchor or shadow anchor tenant goes dark. Even if non-anchor tenants do not have termination or rent abatement rights, because the anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants, the loss of an anchor tenant may have a material adverse impact on the non-anchor tenant’s ability to operate, which may in turn adversely impact the borrower’s ability to meet its obligations under the related loan documents. In addition, in the event that a “shadow anchor” fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. If an anchor tenant goes dark, generally the borrower’s only remedy is to terminate that lease after the anchor tenant has been dark for a specified amount of time.

We cannot assure you that if anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or otherwise become vacant or remain vacant, such anchor tenants or shadow anchor tenants, as applicable, would be replaced in a timely manner or, if part of the collateral for the related mortgage loan, without incurring material additional costs to the related borrower and resulting in adverse economic effects.

Certain of the tenants or anchor stores of the retail properties may have operating covenants in their leases or operating agreements which permit those tenants or anchor stores to cease operating, reduce rent or terminate their leases if the subject store is not meeting the minimum sales requirement under its lease.

In addition, the limited adaptability of certain shopping malls that have proven unprofitable may result in high (and possibly extremely high) loss severities on mortgage loans secured by those shopping malls. For example, it is possible that a significant amount of advances made by the applicable servicer(s) of a mortgage loan secured by a shopping mall property, combined with low liquidation proceeds in respect of that property, may result in a loss severity exceeding 100% of the outstanding principal balance of that mortgage loan.

-7-

Certain anchor tenant and tenant estoppels will have been obtained in connection with the origination of the mortgage loans (or related whole loans) that identify disputes between the related borrower and the applicable anchor tenant or tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or REA. Such disputes, defaults or potential defaults, could lead to a termination or attempted termination of the applicable lease or REA by the anchor tenant or tenant or to litigation against the related borrower. We cannot assure you that these anchor tenant and tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay their portion of the mortgage loan. In addition, we cannot assure you that the anchor tenant or tenant estoppels obtained identify all potential disputes that may arise with anchor tenants or tenants.

Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. We cannot assure you that the rate of occupancy at the stores will remain at the levels described in the related prospectus supplement or that the net operating income contributed by the mortgaged properties will remain at the level specified in the related prospectus supplement or past levels.

Borrowers and property managers of mortgaged properties may own, and in the future property managers of mortgaged properties and affiliates of borrowers may develop or acquire, additional properties and lease space in other properties in the same market areas where the mortgaged properties are located. Property managers at the related mortgaged properties also may manage competing properties. None of the property managers or any other party has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to, or near the mortgaged properties.

Retail properties also face competition from sources outside a given real estate market. For example, all of the following compete with more traditional retail properties for consumer dollars: factory outlet centers, discount shopping centers and clubs, catalogue retailers, home shopping networks, internet websites, and telemarketing. Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the pool of mortgage loans, as well as the income from, and market value of, the mortgaged properties and the related borrower’s ability to refinance such property. Moreover, additional competing retail properties may be built in the areas where the retail properties are located.

Retail properties may have theater tenants. Properties with theater tenants are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a theater. In addition, decreasing attendance at a theater could adversely affect revenue of the theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. See “Risk Factors—Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” in the prospectus supplement. In addition, because of unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

Retail properties may have health clubs as tenants. Several factors may adversely affect the value and successful operation of a health club, including:

· the physical attributes of the health club (e.g., its age, appearance and layout);

· the reputation, safety, convenience and attractiveness of the property to users;

· the quality and philosophy of management;

· management’s ability to control membership growth and attrition;

· competition in the tenant’s marketplace from other health clubs and alternatives to health clubs; and

-8-

· adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income), which may result in decreased demand.

In addition, there may be significant costs associated with changing consumer preferences (e.g., multi-purpose clubs from single-purpose clubs or varieties of equipment, classes, services and amenities). In addition, health clubs may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. The liquidation value of any such health club consequently may be less than would be the case if the property were readily adaptable to changing consumer preferences for other uses.

Hospitality Properties Have Special Risks

Various factors may adversely affect the economic performance of a hospitality property, including:

· adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels);

· the quality of hospitality property management;

· the presence or construction of competing hotels or resorts;

· continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;

· ability to convert to alternative uses which may not be readily made;

· The lack of a franchise affiliation or the loss of a franchise affiliation or a deterioration in the reputation of the franchise;

· a deterioration in the financial strength or managerial capabilities of the owner or operator of a hospitality property;

· changes in travel patterns caused by general adverse economic conditions, fear of terrorist attacks, adverse weather conditions and changes in access, energy prices, strikes, travel costs, relocation of highways, the construction of additional highways, concerns about travel safety or other factors;

· whether management contracts or franchise agreements are renewed or extended upon expiration;

· desirability of particular locations;

· location, quality and management company or franchise affiliation, each of which affects the economic performance of a hospitality property; and

· relative illiquidity of hospitality investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions.

Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow. Furthermore, the previous terrorist attacks in the United States and the potential for future terrorist attacks may have adversely affected the occupancy rates and, accordingly, the financial performance of hospitality properties.

-9-

Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

The liquor licenses for hospitality properties are usually held by affiliates of the borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person. In the event of a foreclosure of a hospitality property that holds a liquor license, the trust or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant. There can be no assurance that a new license could be obtained promptly or at all. The lack of a liquor license in a full service hospitality property could have an adverse impact on the revenue from the related mortgaged property or on the hospitality property’s occupancy rate.

Risks Relating to Affiliation with a Franchise or Hotel Management Company

The performance of a hospitality property affiliated with a franchise or hotel management company depends in part on:

· the continued existence and financial strength of the franchisor or hotel management company;

· the public perception of the franchise or hotel chain service mark; and

· the duration of the franchise licensing or management agreements.

The continuation of a franchise agreement or management agreement is subject to specified operating standards and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions could result in the loss or cancellation of their rights under the franchise or hotel management company agreement or management agreement. There can be no assurance that a replacement franchise could be obtained in the event of termination. In addition, replacement franchises and/or hotel managers may require significantly higher fees as well as the investment of capital to bring the hospitality property into compliance with the requirements of the replacement franchisor and/or hotel managers. Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.

The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace prior to a foreclosure except in limited circumstances or following a foreclosure.

Multifamily Properties Have Special Risks

A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

· the physical attributes of the apartment building such as its age, condition, design, appearance, access to transportation and construction quality;

· the quality of property management;

· the location of the property, for example, a change in the neighborhood over time or increased crime in the neighborhood;

-10-

· the ability of management to provide adequate maintenance and insurance;

· the types of services or amenities that the property provides;

· the property’s reputation;

· the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;

· the generally short terms of residential leases and the need for continued reletting;

· rent concessions and month-to-month leases, which may impact cash flow at the property;

· the presence of competing properties and residential developments in the local market;

· the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or industry or personnel from or workers related to a local military base;

· in the case of student housing facilities or properties leased primarily to students, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well being of the college or university to which it relates, competition from on campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;

· restrictions on the age of tenants who may reside at the property;

· dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility;

· adverse local, regional or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels;

· state and local regulations, which may affect the building owner’s ability to increase rent to market rent for an equivalent apartment;

· government assistance/rent subsidy programs; and

· national, state or local politics.

Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. Apartment building owners have been the subject of suits under state “Unfair and Deceptive Practices Acts” and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, there are provisions that limit the bases on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord tenant relationship, numerous counties and municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. Any

-11-

limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Certain of the mortgage loans may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants and other covenants and restrictions with respect to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs, in respect of various units within the mortgaged properties. The limitations and restrictions imposed by these programs could result in losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include, among others:

· rent limitations that would adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expense; and

· tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates.

The difference in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property.

Certain of the multifamily properties may be residential cooperative buildings and the land under the building are owned or leased by a non-profit residential cooperative corporation. The cooperative owns all the units in the building and all common areas. Its tenants own stock, shares or membership certificates in the corporation. This ownership entitles the tenant-stockholders to proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, the tenant-stockholders make monthly maintenance payments which represent their share of the cooperative corporation’s mortgage loan payments, real property taxes, reserve contributions and capital expenditures, maintenance and other expenses, less any income the corporation may receive. These payments are in addition to any payments of principal and interest the tenant-stockholder may be required to make on any loans secured by its shares in the cooperative.

A number of factors may adversely affect the value and successful operation of a residential cooperative property. Some of these factors include:

· the primary dependence of a borrower upon maintenance payments and any rental income from units or commercial areas to meet debt service obligations;

· the initial concentration of shares relating to occupied rental units of the sponsor, owner or investor after conversion from rental housing, which may result in an inability to meet debt service obligations on the residential cooperative corporation’s mortgage loan if the sponsor, owner or investor is unable to make the required maintenance payments;

· the failure of a borrower to qualify for favorable tax treatment as a “cooperative housing corporation” each year, which may reduce the cash flow available to make payments on the related mortgage loan; and

· that, upon foreclosure, in the event a cooperative property becomes a rental property, certain units could be subject to rent control, stabilization and tenants’ rights laws, at below market rents, which may affect rental income levels and the marketability and sale proceeds of the rental property as a whole.

-12-

Manufactured Housing Community Properties Have Special Risks

Loans secured by liens on manufactured housing community properties pose risks not associated with loans secured by liens on other types of income-producing real estate. The successful operation of a manufactured housing property may depend upon the number of other competing residential developments in the local market, such as:

· other manufactured housing community properties;

· apartment buildings; and

· site built single family homes.

Other factors may also include:

· the physical attributes of the community, including its age and appearance;

· the location of the manufactured housing property;

· the presence and/or continued presence of sufficient manufactured homes at the manufactured housing property (manufactured homes are not generally part of the collateral for a mortgaged loan secured by a manufactured housing property; rather, the pads upon which manufactured homes are located are leased to the owners of such manufactured homes; manufactured homes may be moved from a manufactured housing property);

· the ability of management to provide adequate maintenance and insurance;

· the type of services or amenities it provides;

· the property’s reputation; and

· state and local regulations, including rent control and rent stabilization.

The manufactured housing community properties have few improvements (which are highly specialized) and are “special purpose” properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

Some manufactured housing community properties are either recreational vehicle resorts or have a significant portion of the properties that are intended for short-term recreational vehicle hook-ups, and tenancy of these communities may vary significantly by season. This seasonality may cause periodic fluctuations in revenues, tenancy levels, rental rates and operating expenses for these properties.

Industrial Properties Have Special Risks

A large number of factors may adversely affect the value of industrial properties, including:

· the quality of tenants;

· reduced demand for industrial space because of a decline in a particular industry segment;

· the property becoming functionally obsolete;

-13-

· building design and adaptability;

· unavailability of labor sources;

· changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;

· changes in proximity of supply sources;

· the expenses of converting a previously adapted space to general use; and

· the location of the property.

Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties may be more frequently dependent on a single or a few tenants.

Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment in which the related tenant(s) conduct their businesses (for example, a decline in consumer demand for products sold by a tenant using the property as a distribution center). In addition, a particular industrial or warehouse property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Furthermore, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. In addition, mortgaged properties used for many industrial purposes are more prone to environmental concerns than other property types.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics that are generally desirable to a warehouse/industrial property include high clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, a layout that can accommodate large truck minimum turning radii and overall functionality and accessibility.

In addition, because of unique construction requirements of many industrial properties, any vacant industrial property space may not be easily converted to other uses. Thus, if the operation of any of the industrial properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that industrial property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.

Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

Self Storage Properties Have Special Risks

Self storage properties are considered vulnerable to competition, because both acquisition costs and break even occupancy are relatively low. The conversion of self storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self storage mortgaged properties becomes unprofitable due to:

· decreased demand;

· competition;

· lack of proximity to apartment complexes or commercial users;

-14-

· apartment tenants moving to single family homes;

· decline in services rendered, including security;

· dependence on business activity ancillary to renting units;

· age of improvements; or

· other factors;

so that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that self storage mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than if the self storage mortgaged property were readily adaptable to other uses.

Tenants at self storage properties tend to require and receive privacy, anonymity and efficient access, each of which may heighten environmental and other risks related to such property as the borrower may be unaware of the contents in any self storage unit. No environmental assessment of a self storage mortgaged property included an inspection of the contents of the self storage units at that mortgaged property, and there is no assurance that all of the units included in the self storage mortgaged properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

Certain mortgage loans secured by self storage properties may be affiliated with a franchise company through a franchise agreement. The performance of a self storage property affiliated with a franchise company may be affected by the continued existence and financial strength of the franchisor, the public perception of a service mark, and the duration of the franchise agreement. The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent. In addition, certain self storage properties may derive a material portion of revenue from business activities ancillary to self storage such as truck rentals, parking fees and similar activities which require special use permits or other discretionary zoning approvals.

Tenancies in Common May Hinder Recovery

Certain of the mortgage loans included in a trust may have borrowers that own the related mortgaged properties as tenants in common. In general, with respect to a tenant in common ownership structure, each tenant in common owns an undivided share in the property and if such tenant in common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant in common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally. As a result, if a tenant in common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenants in common could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant in common borrowers, particularly if the tenant in common borrowers file for bankruptcy separately or in series (because each time a tenant in common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan. Not all tenants in common under the mortgage loans will be special purpose entities. Unless otherwise stated in the related prospectus supplement, each related tenant in common borrower waived its right to partition, reducing the risk of partition. However, there can be no assurance that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents may provide for full recourse (or in an amount equal to its pro rata share of the debt) to the related tenant in common borrower or the guarantor if a tenant in common files for partition.

-15-

Condominium Ownership May Limit Use and Improvements

With respect to certain of the mortgage loans included in a trust or trust fund, the related mortgaged property may consist of the borrower’s interest in commercial condominium interests in buildings and/or other improvements, and related interests in the common areas and the related voting rights in the condominium association.

In the case of condominiums, a board of managers generally has discretion to make decisions affecting the condominium and there may be no assurance that the related borrower will have any control over decisions made by the related board of managers. Decisions made by that board of managers, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have an adverse impact on the mortgage loans that are secured by condominium interests. We cannot assure you that the related board of managers will always act in the best interests of the borrower under those mortgage loans. Further, due to the nature of condominiums, a default on the part of the borrower will not allow the applicable special servicer the same flexibility in realizing on the collateral as is generally available with respect to commercial properties that are not condominiums. The rights of other unit owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. In addition, in the event of a casualty with respect to a mortgaged property which consists of a condominium interest, due to the possible existence of multiple loss payees on any insurance policy covering the mortgaged property, there could be a delay in the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon a condominium property could subject you to a greater delay, expense and risk than with respect to a mortgage loan secured by a commercial property that is not a condominium.

Risks Related to Ground Leases and Other Leasehold Interests

For purposes of each prospectus supplement, the encumbered interest will be characterized as a “fee interest” if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not, individually or in the aggregate, material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property.

Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the related borrower’s leasehold were to be terminated upon a lease default, the lender would lose its security in the leasehold interest. Generally, each related ground lease or a lessor estoppel requires the lessor to give the lender notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the lender or the purchaser at a foreclosure sale, in some cases only upon the consent of the lessor, and contains certain other protective provisions typically included in a “mortgageable” ground lease, although not all these protective provisions are included in each case.

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to Section 365(h) of the Bankruptcy Code to treat such lease as terminated by rejection or remain in possession of its leased premises for the rent otherwise payable under the lease for the remaining term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects any or all of the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the issuing entity may be unable to enforce the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained in the ground lease or in the mortgage.

-16-

Some of the ground leases securing the mortgage loans may provide that the ground rent payable under the related ground lease increases during the term of the mortgage loan. These increases may adversely affect the cash flow and net income of the related borrower.

A leasehold lender could lose its security unless (i) the leasehold lender holds a fee mortgage, (ii) the ground lease requires the lessor to enter into a new lease with the leasehold lender upon termination or rejection of the ground lease, or (iii) the bankruptcy court, as a court of equity, allows the leasehold lender to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the 1994 Amendments to the Bankruptcy Code, such a result would be consistent with the purpose of the 1994 Amendments to the Bankruptcy Code granting the holders of leasehold mortgages permitted under the terms of the lease the right to succeed to the position of a leasehold mortgagor. Although consistent with the Bankruptcy Code, such position may not be adopted by the applicable bankruptcy court.

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. Section 363(f)) upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to Section 363(e) of the Bankruptcy Code (11 U.S.C. Section 363(a)), a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under Section 363(f) of the Bankruptcy Code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of Section 363(f)(1) (4) of the Bankruptcy Code otherwise permits the sale), we cannot assure you that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to Section 363(f) of the Bankruptcy Code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender will be able to recoup the full value of the leasehold interest in bankruptcy court. Most of the ground leases contain standard protections typically obtained by securitization lenders. Certain of the ground leases with respect to a mortgage loan included in a trust fund may not.

Except as noted in the related prospectus supplement, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the mortgage loan or 10 years past the stated maturity if the mortgage loan fully amortizes by the stated maturity (taking into account all freely exercisable extension options) and contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to certain of the mortgage loans included in a trust, the related borrower may have given to certain lessors under the related ground lease a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property and these provisions, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure process.

See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in this prospectus.

Leased Fee Properties Have Special Risks

Land subject to a ground lease presents special risks. In such cases, where the borrower owns the fee interest but not the related improvements, such borrower will only receive the rental income from the ground lease and not from the operation of any related improvements. Any default by the ground lessee would adversely affect the borrower’s ability to make payments on the related mortgage loan. While

-17-

ground leases may contain certain restrictions on the use and operation of the related mortgaged property, the ground lessee generally enjoys the rights and privileges of a fee owner, including the right to construct, alter and remove improvements and fixtures from the land and to assign and sublet the ground leasehold interest. However, the borrower has the same risk of interruptions in cash flow if such ground lessee defaults under its lease as it would on another single tenant commercial property, without the control over the premises that it would ordinarily have as landlord. In addition, in the event of a condemnation, the borrower would only be entitled to an allocable share of the condemnation proceeds. Furthermore, the insurance requirements are often governed by the terms of the ground lease and, in some cases, certain subtenants may be allowed to self-insure. The ground lessee is commonly permitted to mortgage its ground leasehold interest, and the leasehold lender will often have notice and cure rights with respect to material defaults under the ground lease. In addition, leased fee interests are less frequently purchased and sold than other interests in commercial real property. It may be difficult for the issuing entity, if it became a foreclosing lender, to sell the fee interests if the tenant and its improvements remain on the land. In addition, if the improvements are nearing the end of their useful life, there could be a risk that the tenant defaults in lieu of performing any obligations it may otherwise have to raze the structure and return the land in raw form to the developer. Furthermore, leased fee interests are generally subject to the same risks associated with the property type of the ground lessee’s use of the premises because that use is a source of revenue for the payment of ground rent.

Operation of a Mortgaged Property Depends on the Property Manager’s Performance

The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is responsible for:

· responding to changes in the local market;

· planning and implementing the rental structure;

· operating the property and providing building services;

· managing operating expenses; and

· assuring that maintenance and capital improvements are carried out in a timely fashion.

Properties deriving revenues primarily from short term sources, such as short term or month to month leases, are generally more management intensive than properties leased to creditworthy tenants under long term leases.

Certain of the mortgaged properties will be managed by affiliates of the related borrower. If a mortgage loan is in default or undergoing special servicing, such relationship could disrupt the management of the related mortgaged property, which may adversely affect cash flow. However, the related mortgage loans will generally permit, in the case of mortgaged properties managed by borrower affiliates, the lender to remove the related property manager upon the occurrence of an event of default under the related mortgage loan beyond applicable cure periods (or, in some cases, in the event of a foreclosure following such default), and in some cases a decline in cash flow below a specified level or the failure to satisfy some other specified performance trigger.

We make no representation or warranty as to the skills of any present or future managers. In many cases, the property manager will be an affiliate of the borrower and may not manage properties for non-affiliates. Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements. Further, certain individuals involved in the management or general business development at certain mortgaged properties may engage in unlawful activities or otherwise exhibit poor business judgment that adversely affect operations and ultimately cash flow at such properties.

-18-

Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions

Provisions requiring yield maintenance charges, prepayment premiums or lockout periods may not be enforceable in some states and under federal bankruptcy law. Provisions requiring prepayment premiums or yield maintenance charges also may be interpreted as constituting the collection of interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium.

Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as the equivalent of a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable or usurious under applicable law or public policy.

Risks Associated with One Action Rules

Several states (including California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. Accordingly, the special servicer will be required to obtain advice of counsel prior to enforcing any of the issuing entity’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable. In the case of a multi property mortgage loan which is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where “one action” rules apply (and where non judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. See “Certain Legal Aspects of the Mortgage Loans—Foreclosure” in this prospectus.

State Law Limitations on Assignments of Leases and Rents May Entail Risks

Generally mortgage loans included in an issuing entity secured by mortgaged properties that are subject to leases typically will be secured by an assignment of leases and rents pursuant to which the related borrower (or with respect to any indemnity deed of trust structure, the related property owner) assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged properties, and the income derived from those leases, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the related property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “Certain Legal Aspects of the Mortgage Loans—Leases and Rents” and “—Bankruptcy Issues” in this prospectus.

Your Certificates Are Not Obligations of Any Other Person or Entity

Your certificates will represent beneficial ownership interests solely in the assets of the related trust fund and will not represent an interest in or obligation of us, the originator, the sponsor, the trustee, the master servicer, the special servicer or any other person. We or another entity may have a limited obligation to repurchase or substitute certain mortgage loans under certain circumstances as described in the agreement relating to a particular series. Distributions on any class of certificates will depend solely on the amount and timing of payments and other collections in respect of the related mortgage loans. We cannot assure you that these amounts, together with other payments and collections in respect of the related mortgage loans, will be sufficient to make full and timely distributions on any offered certificates. The offered certificates and the mortgage loans will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or any private mortgage or other insurer.

-19-

Limited Liquidity

There will have been no secondary market for any series of certificates prior to the related offering. We cannot assure you that a secondary market will develop or, if it does develop, that it will provide you with liquidity of investment or continue for the life of your certificates. The market value of the certificates will fluctuate with changes in prevailing rates of interest, a change in the ratings of the certificates or other credit related market changes. Consequently, the sale of the certificates in any market that may develop may be at a discount from the certificates’ par value or purchase price.

Modifications of the Mortgage Loans

The master servicer (or any related primary servicer) will be responsible for servicing the mortgage loans serviced by it regardless of whether such mortgage loans are performing or have become delinquent or have otherwise been transferred to special servicing. As delinquencies or defaults occur, the special servicer and any sub-servicer will be required to utilize an increasing amount of resources to work with borrowers to maximize collections on the mortgage loans serviced by it. This may include modifying the terms of such mortgage loans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring a defaulted mortgage loan current or in maximizing proceeds to the related trust or trust fund, the special servicer and any sub-servicer will be required to invest time and resources not otherwise required when collecting payments on performing mortgage loans. Modifications of mortgage loans implemented by the special servicer or any sub-servicer in order to maximize ultimate proceeds of such mortgage loans to the related trust or trust fund may have the effect of, among other things, reducing or otherwise changing the mortgage rate, forgiving or forbearing payments of principal, interest or other amounts owed under the mortgage loan, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, forbearing payment of a portion of the principal balance of the mortgage loan or any combination of these or other modifications. Any modified mortgage loan may remain in the related trust or trust fund, and the modification may result in a reduction in (or may eliminate) the funds received with respect of such mortgage loan.

The ability to modify mortgage loans by the applicable servicer may be limited by several factors. First, if the servicer has to consider a large number of modifications, operational constraints may affect the ability of the servicer to adequately address all of the needs of the borrowers. Furthermore, the terms of the related servicing agreement may prohibit the servicer from taking certain actions in connection with a loan modification, such as an extension of the loan term beyond a specified date such as a specified number of years prior to the rated final distribution date. You should consider the importance of the role of the servicer in maximizing collections for the transaction and the impediments the servicer may encounter when servicing delinquent or defaulted mortgage loans. In some cases, failure by a servicer to timely modify the terms of a defaulted mortgage loan may reduce amounts available for distribution on the certificates in respect of such mortgage loan, and consequently may reduce amounts available for distribution to the related certificates. In addition, even if a loan modification is successfully completed, there can be no assurance that the related borrower will continue to perform under the terms of the modified mortgage loan.

You should note that modifications that are designed to maximize collections in the aggregate may adversely affect a particular class of certificates in the transaction. The applicable servicing agreement will obligate the servicer not to consider the interests of individual classes of certificates. You should also note that in connection with considering a modification or other type of loss mitigation, the servicer may incur or bear related out-of-pocket expenses, such as appraisal fees, which would be reimbursed to the servicer from the transaction as servicing advances and paid from amounts received on the modified loan or from other mortgage loans in the related mortgage pool but in each case, prior to distributions being made on the related certificates.

-20-

Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer

The servicer for a series of securities may be eligible to become a debtor under the United States Bankruptcy Code or enter into receivership under the Federal Deposit Insurance Act (the “FDIA”). If a servicer for any series of securities were to become a debtor under the United States Bankruptcy Code or enter into receivership under the FDIA, although the related servicing agreement provides that such an event would be an event of default entitling the trust or trust fund to terminate the servicer, the provision would most likely not be enforceable. However, a rejection of the servicing agreement by the servicer in a bankruptcy proceeding or repudiation of the servicing agreement in a receivership under the FDIA would be treated as a breach of the servicing agreement and give the trust or trust fund a claim for damages and the ability to appoint a successor servicer. An assumption under the Bankruptcy Code would require the servicer to cure its pre-bankruptcy defaults, if any, and demonstrate that it is able to perform following assumption. The bankruptcy court may permit the servicer to assume the servicing agreement and assign it to a third party. An insolvency by an entity governed by state insolvency law would vary depending on the laws of the particular state. We cannot assure you that a bankruptcy or receivership of the servicer would not adversely impact the servicing of the mortgage loans or the trust or that trust fund would be entitled to terminate servicer in a timely manner or at all.

If any servicer becomes the subject of bankruptcy or similar proceedings, the trust’s or trust fund’s claim to collections in that servicer’s possession at the time of the bankruptcy filing or other similar filing may not be perfected. In this event, funds available to pay principal and interest on your certificates may be delayed or reduced.

Your Lack of Control Over the Trust Can Adversely Impact Your Investment

Investors in the securities do not have the direct right to make decisions with respect to the administration of the trust or trust fund. These decisions are generally made, subject to the express terms of the applicable servicing agreement, by a servicer, a securities administrator or the trustee. Any decision made by any of those parties in respect of the trust or trust fund in accordance with the terms of such servicing agreement, even if it determines that decision to be in your best interests, may be contrary to the decision that you would have made and may negatively affect your interests. In certain limited circumstances, the holders of certificates have the right to vote on matters affecting the trust or trust fund.

Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates

If a trust or trust fund issues certificates in book-entry form, you may experience delays in receipt of your payments and/or reports, since payments and reports will initially be made to the book-entry depository or its nominee. In addition, the issuance of certificates in book-entry form may reduce the liquidity of certificates so issued in the secondary trading market, since some investors may be unwilling to purchase certificates for which they cannot receive physical certificates. Additionally, your ability to pledge certificates to persons or entities that do not participate in The Depository Trust Company system, or otherwise to take action in respect of the certificates, may be limited due to lack of a physical security representing the certificates.

Variability in Average Life of Offered Certificates

The payment experience on the related mortgage loans will affect the actual payment experience on and the weighted average lives of the offered certificates and, accordingly, may affect the yield on the offered certificates. Prepayments on the mortgage loans will be influenced by:

· the prepayment provisions of the related mortgage notes; and

· a variety of economic, geographic and other factors, including prevailing mortgage rates and the cost and availability of refinancing for commercial mortgage loans.

-21-

In general, if prevailing interest rates fall significantly below the interest rates on the mortgage loans, you should expect the rate of prepayment on the mortgage loans to increase. Conversely, if prevailing interest rates rise significantly above the interest rates on the mortgage loans, you should expect the rate of prepayment to decrease.

Certain of the mortgage loans may provide for a prepayment premium if prepaid during a specified period, and certain of the mortgage loans may prohibit prepayments of principal in whole or in part during a specified period. See “Description Of The Mortgage Pool” in the related prospectus supplement for a description of the prepayment premiums and lockout periods, if any, for the mortgage loans underlying a series of certificates. The prepayment premiums and lockout periods can, but do not necessarily, reduce the likelihood of prepayments. However, in certain jurisdictions, the enforceability of provisions in mortgage loans prohibiting or limiting prepayment or requiring prepayment premiums in connection with prepayments may be subject to limitations as described under “Certain Legal Aspects Of The Mortgage Loans—Enforceability of Certain Provisions—Prepayment Provisions” in this prospectus. We cannot assure you as to the effect of prepayment premiums or lockout periods on the rate of mortgage loan prepayment.

The extent to which the master servicer or special servicer, if any, forecloses upon, takes title to and disposes of any mortgaged property related to a mortgage loan will affect the weighted average lives of your certificates. If the master servicer or special servicer, if any, forecloses upon a significant number of the related mortgage loans, and depending upon the amount and timing of recoveries from the related mortgaged properties, your certificates may have a shorter weighted average life.

Delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to delay the payment of principal on the mortgage loans. The ability of the related borrower to make any required balloon payment typically will depend upon its ability either to refinance the mortgage loan or to sell the related mortgaged property. If a significant number of the mortgage loans underlying a particular series require balloon payments at maturity, there is a risk that a number of those mortgage loans may default at maturity, or that the master servicer or special servicer, if any, may extend the maturity of a number of those mortgage loans in connection with workouts. We cannot assure you as to the borrowers’ abilities to make mortgage loan payments on a full and timely basis, including any balloon payments at maturity. Bankruptcy of the borrower or adverse conditions in the market where the mortgaged property is located may, among other things, delay the recovery of proceeds in the case of defaults. Losses on the mortgage loans due to uninsured risks or insufficient hazard insurance proceeds may create shortfalls in distributions to certificateholders. Any required indemnification of the master servicer or special servicer in connection with legal actions relating to the trust, the related agreements or the certificates may also result in shortfalls.

Certain Legal Aspects of the Mortgage Loans

The laws of the jurisdictions in which the mortgaged properties are located (which laws may vary substantially) govern many of the legal aspects of the mortgage loans. These laws may affect the ability to foreclose on, and, in turn the ability to realize value from, the mortgaged properties securing the mortgage loans. For example, state law determines:

· what proceedings are required for foreclosure;

· whether the borrower and any foreclosed junior lienors may redeem the property and the conditions under which these rights of redemption may be exercised;

· whether and to what extent recourse to the borrower is permitted; and

· what rights junior mortgagees have and whether the amount of fees and interest that lenders may charge is limited.

-22-

In addition, the laws of some jurisdictions may render certain provisions of the mortgage loans unenforceable or subject to limitations which may affect lender’s rights under the mortgage loans. See “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS” in this prospectus. Delays in liquidations of defaulted mortgage loans and shortfalls in amounts realized upon liquidation as a result of the application of these laws may create delays and shortfalls in payments to certificateholders.

Environmental Law Considerations

Before the trustee, the special servicer or the master servicer, as applicable, acquires title to a property on behalf of the trust or assumes operation of the property, it will be required to obtain an environmental site assessment of the mortgaged property pursuant to the American Society for Testing and Materials (ASTM) guidelines, specifically E 1527-00. This requirement will decrease the likelihood that the trust will become liable under any environmental law. However, this requirement may effectively preclude foreclosure until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken). Moreover, this requirement may not necessarily insulate the trust from potential liability under environmental laws.

Under the laws of certain states, failure to remediate environmental conditions as required by the state may give rise to a lien on a mortgaged property or a restriction on the right of the owner to transfer the mortgaged property to ensure the reimbursement of remediation expenses incurred by the state. Although the costs of remedial action could be substantial, it is unclear as to whether and under what circumstances those costs or the requirement to remediate would be imposed on a secured lender such as the trust fund. However, under the laws of some states and under applicable federal law, a lender may be liable for the costs of remedial action in certain circumstances as the “owner” or “operator” of the Mortgaged Property. See “Certain Legal Aspects Of The Mortgage Loans—Environmental Risks” in this prospectus.

Risk of Early Termination

The trust for a series of certificates may be subject to optional termination under certain circumstances by certain persons named in the prospectus supplement for your certificates. In the event of this termination, you might receive some principal payments earlier than otherwise expected, which could adversely affect your anticipated yield to maturity.

THE PROSPECTUS SUPPLEMENT

The prospectus supplement for each series of offered certificates will, among other things, describe to the extent applicable:

· any structural features, such as multiple levels of trusts or the use of special finance vehicles to hold the mortgage pool, used in structuring the transaction;

· whether the trust will be treated for federal income tax purposes as one or more grantor trusts, or REMICs;

· the identity of each class within a series;

· the initial aggregate principal amount, the interest rate (or the method for determining the rate) and the authorized denominations of each class of offered certificates;

· certain information concerning the mortgage loans relating to a series, including the principal amount, type and characteristics of the mortgage loans on the cut-off date, and, if applicable, the amount of any reserve fund;

· the identity of the master servicer;

-23-

· the identity of the special servicer, if any, and the characteristics of any specially serviced mortgage loans;

· the method of selection and powers of any representative of a class of certificates permitted to direct or approve actions of the special servicer;

· the circumstances, if any, under which the offered certificates are subject to redemption prior to maturity;

· the final scheduled distribution date of each class of offered certificates;

· the method used to calculate the aggregate amount of principal available and required to be applied to the offered certificates on each distribution date;

· the order of the application of principal and interest payments to each class of offered certificates and the allocation of principal to be so applied;

· the extent of subordination of any subordinate certificates;

· for each class of offered certificates, the principal amount that would be outstanding on specified distribution dates if the mortgage loans relating to a series were prepaid at various assumed rates;

· the distribution dates for each class of offered certificates;

· the representations and warranties to be made by us or another entity relating to the mortgage loans;

· information with respect to the terms of the subordinate certificates or residual certificates, if any;

· whether a series of certificates includes one or more classes that are “exchangeable certificates” as described in “Description of the Certificates—Exchangeable Certificates”;

· additional information with respect to any credit enhancement or cash flow agreement and, if the certificateholders will be materially dependent upon any provider of credit enhancement or cash flow agreement counterparty for timely payment of interest and/or principal, information (including financial statements) regarding the provider or counterparty;

· additional information with respect to the plan of distribution;

· whether the offered certificates will be available in definitive form or through the book-entry facilities of The Depository Trust Company or another depository;

· any significant obligors in accordance with Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time-to-time (“Regulation AB”), promulgated by the U.S. Securities and Exchange Commission (the “SEC”);

· if applicable, additional information concerning any known concerns regarding unique economic or other factors where there is a material concentration of any of the mortgage loans in a specific geographic region;

· if applicable, additional financial and other information concerning individual mortgaged properties when there is a substantial concentration of one or a few mortgage loans in a jurisdiction or region experiencing economic difficulties which may have a material effect on the mortgaged properties;

-24-

· if a trust fund contains a substantial concentration of one or a few mortgage loans in a single jurisdiction, a description of material differences, if any, between the legal aspects of mortgage loans in that jurisdiction and the summary of general legal aspects of mortgage loans set forth under “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS” in this prospectus; and

· whether any class of offered certificates qualifies as “mortgage related securities” under the Secondary Mortgage Market Enhancement Act of 1984, as amended, as described under “LEGAL INVESTMENT” in this prospectus.

THE DEPOSITOR

GS Mortgage Securities Corporation II (the “Depositor”) was incorporated in the State of Delaware on November 16, 1995, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trusts in exchange for certificates evidencing interests in the trusts and selling or otherwise distributing the certificates. The principal executive offices of the Depositor are located at 200 West Street, New York, New York 10282. Its telephone number is (212) 902-1000. The Depositor will not have any material assets.

Neither the Depositor nor any of its affiliates will insure or guarantee distributions on the certificates of any series offered by means of this prospectus and any related prospectus supplement. The Agreement (as defined below) for each series will provide that the Holders of the certificates for the series will have no rights or remedies against the Depositor or any of its affiliates for any losses or other claims in connection with the certificates or the mortgage loans other than the repurchase or substitution of the mortgage loans by the Depositor or an affiliate of the Depositor, if specifically disclosed in the related prospectus supplement.

The certificate of incorporation, as amended, of the Depositor provides that a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exemption from liability or limitation of liability is not permitted under the Delaware General Corporation Law as currently in effect or as may be amended. In addition, the bylaws of the Depositor provide that the Depositor shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person or the person’s testator or intestate is or was a director, officer or employee of the Depositor or serves or served, at the request of the Depositor, any other enterprise as a director, officer or employee. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Depositor pursuant to the foregoing provisions, or otherwise, the Depositor has been advised that, in the opinion of the SEC, the indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

THE SPONSORS

The prospectus supplement for each series of securities will identify and provide information as to the sponsor or sponsors for the related series.

USE OF PROCEEDS

The Depositor intends to apply all or substantially all of the net proceeds from the sale of each series offered in this prospectus and by the related prospectus supplement to acquire the mortgage loans relating to the series, to establish any reserve funds for the series, to obtain other credit enhancement, if any, for the series, to pay costs incurred in connection with structuring and issuing the certificates and for general corporate purposes. Certificates may be exchanged by the Depositor for mortgage loans.

-25-

DESCRIPTION OF THE CERTIFICATES^*

The certificates of each series will be issued pursuant to a pooling and servicing agreement (the “Agreement”) to be entered into among the Depositor, the Master Servicer, the Special Servicer, if any, and the Trustee for that series and any other parties described in the related prospectus supplement, substantially in the form filed as an exhibit to the registration statement of which this prospectus is a part or in such other form as may be described in the related prospectus supplement. The following summaries describe certain provisions expected to be common to each series and the Agreement with respect to the underlying Trust Fund. However, the prospectus supplement for each series will describe more fully additional characteristics of the certificates offered in that prospectus supplement and any additional provisions of the related Agreement.

At the time of issuance, it is anticipated that the offered certificates of each series will be rated “investment grade”, typically one of the four highest generic rating categories, by at least one nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at the request of the Depositor. Each of the NRSROs engaged by the Depositor to rate the offered certificates of the related series will be referred to as a “Rating Agency” in the related prospectus supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency. We cannot assure you as to whether any NRSRO not requested to rate the offered certificates will nonetheless issue a rating and, if so, what the rating would be. A rating assigned to the offered certificates by an NRSRO that has not been requested by the Depositor to do so may be lower than the rating assigned by a Rating Agency pursuant to the Depositor’s request, and may adversely impact the liquidity, market value and regulatory characteristics of those offered certificates. Further, the SEC may determine that a Rating Agency rating the offered certificates no longer qualifies as an NRSRO, or is no longer qualified to rate such offered certificates, which may also adversely impact the liquidity, market value and regulatory characteristics of those offered certificates.

General

The certificates of each series will be issued in registered or book-entry form and will represent beneficial ownership interests in a trust created pursuant to the Agreement for the series. The assets in the trust (collectively, the “Trust Fund”) for each series will consist of the following, to the extent provided in the Agreement:

(i)     a pool primarily of mortgage loans secured by first, second or third liens on commercial real estate, multifamily and/or mixed residential/commercial properties conveyed to the Trustee (on behalf of the trust) pursuant to the Agreement;

(ii)    all payments on or collections in respect of the mortgage loans due on or after the date specified in the related prospectus supplement; and

(iii)   all property acquired by foreclosure or deed in lieu of foreclosure with respect to the mortgage loans.

^*     Whenever used in this prospectus the terms “certificates”, “trust fund” and “mortgage pool” will be deemed to apply, unless the context indicates otherwise, to a specific series of certificates, the trust fund underlying the related series and the related mortgage pool.

-26-

In addition, the Trust Fund for a series may include various forms of credit enhancement. Credit enhancement may be in the form of the subordination of one or more classes of the certificates of the series, the establishment of one or more reserve funds, overcollateralization, a letter of credit, certificate guarantee insurance policies or the use of cross-support features, or any combination of the foregoing. See “CREDIT ENHANCEMENT” in this prospectus. These other assets, if any, will be described more fully in the related prospectus supplement.

The prospectus supplement for any series will describe any specific features of the transaction established in connection with the holding of the underlying mortgage pool. If specified in the related prospectus supplement, certificates of a given series may be issued in a single class or two or more classes which may pay interest at different rates, may represent different allocations of the right to receive principal and interest payments, and certain of which may be subordinated to other classes in the event of shortfalls in available cash flow from the underlying mortgage loans or realized losses on the underlying mortgage loans. Alternatively, or in addition, if so specified in the related prospectus supplement, classes may be structured to receive principal payments in sequence. The related prospectus supplement may provide that each class in a group of classes structured to receive sequential payments of principal will be entitled to be paid in full before the next class in the group is entitled to receive any principal payments, or may provide for partially concurrent principal payments among one or more of the classes. If so specified in the related prospectus supplement, a class of offered certificates may also provide for payments of principal only or interest only or for disproportionate payments of principal and interest. Subordinate Certificates of a given series of offered certificates may be offered in the same prospectus supplement as the Senior Certificates of the series or may be offered in a separate prospectus supplement or may be offered in one or more transactions exempt from the registration requirements of the Securities Act. Each class of offered certificates of a series will be issued in the minimum denominations specified in the related prospectus supplement.

The prospectus supplement for any series including types of classes similar to any of those described above will contain a description of their characteristics and risk factors, including, as applicable:

(i)     mortgage principal prepayment effects on the weighted average lives of the classes;

(ii)    the risk that interest only, or disproportionately interest weighted, classes purchased at a premium may not return their purchase prices under rapid prepayment scenarios; and

(iii)    the degree to which an investor’s yield is sensitive to principal prepayments.

The offered certificates of each series will be freely transferable and exchangeable at the office specified in the related Agreement and prospectus supplement; provided, however, that certain classes of offered certificates may be subject to transfer restrictions described in the related prospectus supplement.

If specified in the related prospectus supplement, the offered certificates may be transferable only in book-entry form through the facilities of the Depository or another depository identified in the prospectus supplement.

If the certificates of a class are transferable only on the books of The Depository Trust Company (the “Depository”), no person acquiring a certificate that is in book-entry form (each, a “beneficial owner”) will be entitled to receive a physical certificate representing the certificate except in the limited circumstances described in the related prospectus supplement. Instead, the certificates will be registered in the name of a nominee of the Depository, and beneficial interests in the certificates will be held by investors through the book-entry facilities of the Depository, as described in this prospectus. The Depositor has been informed by the Depository that its nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record of any certificates that are in book-entry form.

If the certificates of a class are transferable only on the books of the Depository, each beneficial owner’s ownership of the certificate will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for this purpose. In turn, the Financial Intermediary’s ownership of the certificate will be

-27-

recorded on the records of the Depository (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of the Depository, if the beneficial owner’s Financial Intermediary is not a Depository participant). Beneficial ownership of a book-entry certificate may only be transferred in compliance with the procedures of the Financial Intermediaries and Depository participants. Because the Depository can act only on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a beneficial owner to pledge book-entry certificates to persons or entities that do not participate in the Depository system, or to otherwise act with respect to the book-entry certificates, may be limited due to the lack of a physical certificate for the book-entry certificates.

The Depository, which is a New York-chartered limited purpose trust company, performs services for its participants, some of whom (and/or their representatives) own the Depository. In accordance with its normal procedure, the Depository is expected to record the positions held by each Depository participant in the book-entry certificates, whether held for its own account or as a nominee for another person. In general, beneficial ownership of certificates will be subject to the rules, regulations and procedures governing the Depository and Depository participants as are in effect from time to time.

If the offered certificates are transferable on the books of the Depository, the Depository, or its nominee as record holder of the offered certificates, will be recognized by the Depositor and the Trustee as the owner of the certificates for all purposes, including notices and consents. In the event of any solicitation of consents from or voting by Certificateholders pursuant to the Agreement, the Trustee or other applicable certificate registrar may establish a reasonable record date and give notice of the record date to the Depository. In turn, the Depository will solicit votes from the beneficial owners in accordance with its normal procedures, and the beneficial owners will be required to comply with the procedures in order to exercise their voting rights through the Depository.

Distributions of principal of and interest on the book-entry certificates will be made on each Distribution Date to the Depository or its nominee. The Depository will be responsible for crediting the amount of the payments to the accounts of the applicable Depository participants in accordance with the Depository’s normal procedures. Each Depository participant will be responsible for disbursing the payments to the beneficial owners for which it is holding book-entry certificates and to each Financial Intermediary for which it acts as agent. Each Financial Intermediary will be responsible for disbursing funds to the beneficial owners of the book-entry certificates that it represents.

In the event a depository other than the Depository is identified in a prospectus supplement, information similar to that set forth above will be provided with respect to the depository and its book-entry facilities in the prospectus supplement.

Distributions on Certificates

Distributions of principal and interest on the certificates of each series will be made to the registered holders of these certificates (“Certificateholders” or “Holders”) by the Trustee (or any other paying agent as may be identified in the related prospectus supplement) on the day (the “Distribution Date”) specified in the related prospectus supplement, beginning in the period specified in the related prospectus supplement following the establishment of the related Trust Fund. Distributions for each series will be made by check mailed to the address of the person entitled to the distribution as it appears on the certificate register for the series maintained by the Trustee (or any other paying agent as may be identified in the related prospectus supplement), by wire transfer or by any other method as is specified in the related prospectus supplement. The final distribution in retirement of the certificates of each series will be made upon presentation and surrender of the certificates at the office or agency specified in the notice to the Certificateholders of the final distribution, or in any other manner specified in the related prospectus supplement. In addition, the prospectus supplement relating to each series will set forth the applicable due period, prepayment period, record date, Cut-Off Date and determination date in respect of each series of certificates.

-28-

With respect to each series of certificates on each Distribution Date, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will distribute to the Certificateholders the amounts of principal and/or interest, calculated as described in the related prospectus supplement, that are due to be paid on the Distribution Date. In general, the amounts will include previously undistributed payments of principal (including principal prepayments, if any) and interest on the mortgage loans (or amounts in respect of the mortgage loans) received by the Trustee (or any other paying agent as may be identified in the related prospectus supplement) after a date specified in the related prospectus supplement (the “Cut-Off Date”) and prior to the day preceding each Distribution Date specified in the related prospectus supplement.

The related prospectus supplement for any series of certificates will specify, for any Distribution Date on which the principal balance of the mortgage loans is reduced due to losses, the priority and manner in which the losses will be allocated. As more fully described in the related prospectus supplement, losses on mortgage loans generally will be allocated after all proceeds of defaulted mortgage loans have been received by reducing the outstanding principal amount of the most subordinate outstanding class of certificates. If specified in the related prospectus supplement, losses may be estimated on the basis of a qualified appraisal of the Mortgaged Property and allocated prior to the final liquidation of the Mortgaged Property. The related prospectus supplement for any series of certificates also will specify the manner in which principal prepayments, negative amortization and interest shortfalls will be allocated among the classes of certificates.

Accounts

It is expected that the Agreement for each series of certificates will provide that the Trustee (or any other paying agent as may be identified in the related prospectus supplement) establish an account (the “Distribution Account”) into which the Master Servicer will deposit amounts held in the Collection Account and from which account distributions will be made with respect to a given Distribution Date. On each Distribution Date, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will apply amounts on deposit in the Distribution Account generally to make distributions of interest and principal to the Certificateholders in the manner described in the related prospectus supplement.

It is also expected that the Agreement for each series of certificates will provide that the Master Servicer establish and maintain a special trust account (the “Collection Account”) in the name of the Trustee for the benefit of Certificateholders. As more fully described in the related prospectus supplement, the Master Servicer will deposit into the Collection Account (other than in respect of principal of, or interest on, the mortgage loans due on or before the Cut-Off Date):

(1)     all payments on account of principal, including principal prepayments, on the mortgage loans;

(2)     all payments on account of interest on the mortgage loans and all Prepayment Premiums;

(3)     all proceeds from any insurance policy relating to a mortgage loan (“Insurance Proceeds”) other than proceeds applied to restoration of the related Mortgaged Property or otherwise applied in accordance with the terms of the related mortgage loans;

(4)     all proceeds from the liquidation of a mortgage loan, including the sale of any Mortgaged Property acquired on behalf of the Trust Fund through foreclosure or deed in lieu of foreclosure (“REO Property”);

(5)     all proceeds received in connection with the taking of a Mortgaged Property by eminent domain other than proceeds applied to restoration of the related Mortgaged Property or otherwise applied in accordance with the terms of the related mortgage loans;

-29-

(6)     any amounts required to be deposited in connection with the application of co-insurance clauses, flood damage to REO Properties and blanket policy deductibles;

(7)     any amounts required to be deposited from income with respect to any REO Property and deposited in the REO Account (to the extent the funds in the REO Account exceed the expenses of operating and maintaining REO Properties and reserves established for those expenses); and

(8)     any amounts received from borrowers which represent recoveries of Property Protection Expenses to the extent not retained by the Master Servicer to reimburse it for those expenses.

The Special Servicer, if any, will be required to remit, as specified in the related prospectus supplement, to the Master Servicer or the Trustee (or any other paying agent as may be identified in the related prospectus supplement) any amounts of the types described above that it receives in respect of the Specially Serviced Mortgage Loans. “Prepayment Premium” means any premium or yield maintenance charge paid or payable by the related borrower in connection with any principal prepayment on any mortgage loan. “Property Protection Expenses” comprise certain costs and expenses incurred in connection with defaulted mortgage loans, acquiring title or management of REO Property or the sale of defaulted mortgage loans or REO Properties, as more fully described in the related Agreement.

As set forth in the Agreement for each series, the Master Servicer will be entitled to make from time to time certain withdrawals from the Collection Account or advance amounts to, among other things:

(i)     remit certain amounts for the related Distribution Date into the Distribution Account;

(ii)    to the extent specified in the related prospectus supplement, reimburse Property Protection Expenses and pay taxes, assessments and insurance premiums and certain third-party expenses in accordance with the Agreement;

(iii)    pay accrued and unpaid servicing fees to the Master Servicer out of all mortgage loan collections; and

(iv)    reimburse the Master Servicer, the Special Servicer, if any, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) and the Depositor for certain expenses and provide indemnification to the Depositor, the Master Servicer, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) and, if applicable, the Special Servicer, as described in the Agreement.

The amounts at any time credited to the Collection Account may be invested in Permitted Investments that are payable on demand or in general mature or are subject to withdrawal or redemption on or before the business day preceding the next succeeding Master Servicer Remittance Date. The Master Servicer will be required to remit amounts required for distribution to Certificateholders to the Distribution Account on the business day preceding the related Distribution Date that is specified in the related prospectus supplement (the “Master Servicer Remittance Date”). The income from the investment of funds in the Collection Account in Permitted Investments either will constitute additional servicing compensation for the Master Servicer, and the risk of loss of funds in the Collection Account resulting from the investments will be borne by the Master Servicer, or will be remitted to the Certificateholders or other persons specified in the related prospectus supplement. The amount of any of those losses will be required to be deposited by the Master Servicer in the Collection Account immediately as realized.

It is expected that the Agreement for each series of certificates will provide that a special trust account (the “REO Account”) will be established and maintained in order to be used in connection with each REO Property and, if specified in the related prospectus supplement, certain other Mortgaged Properties. To the extent set forth in the Agreement, certain withdrawals from the REO Account will be made to, among other things:

-30-

(i)     make remittances to the Collection Account as required by the Agreement;

(ii)    pay taxes, assessments, insurance premiums, other amounts necessary for the proper operation, management and maintenance of the REO Properties and any other specified Mortgaged Properties and certain third-party expenses in accordance with the Agreement (including expenses relating to any appraisal, property inspection and environmental assessment reports required by the Agreement); and

(iii)   provide for the reimbursement of certain expenses in respect of the REO Properties and the other specified Mortgaged Properties.

The amount at any time credited to each REO Account will be fully insured to the maximum coverage possible or will be invested in Permitted Investments that mature, or are subject to withdrawal or redemption, on or before the business day on which the amounts are required to be remitted to the Master Servicer for deposit in the Collection Account. The income from the investment of funds in the REO Account in Permitted Investments shall be deposited in the REO Account for remittance to the Collection Account, and the risk of loss of funds in the REO Account resulting from the investments will be borne by the Trust Fund or by the person described in the prospectus supplement.

“Permitted Investments” will consist of certain high quality debt obligations consistent with the ratings criteria of, or otherwise satisfactory to, the Rating Agencies.

Amendment

The Agreement for each series may provide that it may be amended by the parties to the Agreement without the consent of any of the Certificateholders, to the extent specified in the related prospectus supplement:

(i)     to cure any ambiguity;

(ii)     to correct or supplement any provision in the Agreement that may be inconsistent with any other provision in the Agreement;

(iii)    to make other provisions with respect to matters or questions arising under the Agreement which are not materially inconsistent with the provisions of the Agreement; or

(iv)    for the other reasons specified in the related prospectus supplement.

To the extent specified in the Agreement, each Agreement also will provide that it may be amended by the parties to the Agreement with the consent of the Holders of certificates representing an aggregate outstanding principal amount of not less than 66 2/3% (or any other percentage as may be specified in the related prospectus supplement) of each class of certificates affected by the proposed amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or modifying in any manner the rights of Certificateholders; provided, however, that this amendment may not, among other things:

· reduce in any manner the amount of, or delay the timing of, payments received on mortgage loans which are required to be distributed on any certificate without the consent of each affected Certificateholder; or

· reduce the aforesaid percentage of certificates of any class the Holders of which are required to consent to any amendment, without the consent of the Holders of all certificates of that class then outstanding.

Further, the Agreement for each series may provide that the parties to the Agreement, at any time and from time to time, without the consent of the Certificateholders, may amend the Agreement to modify, eliminate or add to any of its provisions to the extent as shall be necessary to maintain the qualification of

-31-

the Trust Fund as a “real estate mortgage investment conduit” (a “REMIC” ) or grantor trust, as the case may be, or to prevent the imposition of any additional state or local taxes, at all times that any of the certificates are outstanding; provided, however, that (unless otherwise disclosed in the related prospectus supplement) the action, as evidenced by an opinion of counsel acceptable to the Trustee, is necessary or helpful to maintain the qualification or to prevent the imposition of any taxes, and would not adversely affect in any material respect the interest of any Certificateholder.

The Agreement relating to each series may provide that no amendment to the Agreement will be made unless there has been delivered in accordance with the Agreement an opinion of counsel to the effect that the amendment will not cause the series to fail to qualify as a REMIC or grantor trust at any time that any of the certificates are outstanding or cause a tax to be imposed on the Trust Fund under the provisions of the Code.

The prospectus supplement for a series may describe other or different provisions concerning the amendment of the related Agreement.

Termination

As may be more fully described in the related prospectus supplement, the obligations of the parties to the Agreement for each series will terminate upon:

(i)     the purchase of all of the assets of the related Trust Fund, as described in the related prospectus supplement;

(ii)    the later of (a) the distribution to Certificateholders of that series of final payment with respect to the last outstanding mortgage loan or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last outstanding mortgage loan and the remittance to the Certificateholders of all funds due under the Agreement;

(iii)    the sale of the assets of the related Trust Fund after the principal amounts of all certificates have been reduced to zero under certain circumstances set forth in the Agreement; or

(iv)    mutual consent of the parties and all Certificateholders.

With respect to each series, the Trustee will give or cause to be given written notice of termination of the Agreement in the manner described in the related Agreement to each Certificateholder and the final distribution will be made only upon surrender and cancellation of the related certificates in the manner described in the Agreement.

Reports to Certificateholders

Concurrently with each distribution for each series, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will make available to each Certificateholder several monthly reports setting forth the information as is specified in the Agreement and described in the related prospectus supplement, which may include the following information, if applicable:

(i)     information as to principal and interest distributions, principal amounts, Advances and scheduled principal balances of the mortgage loans;

(ii)    updated information regarding the mortgage loans and a loan-by-loan listing showing certain information which may include loan name, property type, location, unpaid principal balance, interest rate, paid through date and maturity date, which loan-by-loan listing may be made available electronically;

(iii)    financial information relating to the underlying Mortgaged Properties;

(iv)    information with respect to delinquent mortgage loans;

-32-

(v)     information on mortgage loans which have been modified; and

(vi)    information with respect to REO Properties.

The Master Servicer or the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will be required to mail or otherwise make available to Holders of offered certificates of each series periodic unaudited reports concerning the related Trust Fund. Unless and until definitive certificates are issued, the reports may be sent on behalf of the related Trust Fund to Cede & Co., as nominee of the Depository and other registered Holders of the offered certificates, pursuant to the applicable Agreement. If so specified in the related prospectus supplement, the reports may be sent to beneficial owners identified to the Master Servicer or the Trustee (or any other paying agent as may be identified in the related prospectus supplement). The reports may also be available to holders of interests in the certificates upon request to their respective Depository participants. We will file or cause to be filed with the SEC the periodic reports with respect to each Trust Fund as are required under the Exchange Act, and the rules and regulations of the SEC under the Exchange Act. Reports that we have filed with the SEC pursuant to the Exchange Act will be filed by means of the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system and, therefore, should be available at the SEC’s site on the World Wide Web.

Exchangeable Certificates

If specified in the related prospectus supplement, a series of certificates may include one or more classes that are “exchangeable certificates” (“Exchangeable Certificates”). In any of these series, the holders of one or more of the classes of Exchangeable Certificates will be entitled, after notice and payment to the trustee (or any other paying agent as may be identified in the related prospectus supplement) of an exchange fee, to exchange all or a portion of those classes of Exchangeable Certificates for proportionate interests in one or more other specified classes of related Exchangeable Certificates in such series.

If a series includes Exchangeable Certificates as described in the related prospectus supplement, all of these classes of Exchangeable Certificates will be listed in the related prospectus supplement. The classes of certificates that are exchangeable for one another will be referred to in the related prospectus supplement as “related” to each other, and each related grouping of Exchangeable Certificates will be referred to as a “combination.” Each combination of Exchangeable Certificates will be issued by the related Trust Fund. At any time after their initial issuance, any class of Exchangeable Certificates may be exchanged for the related class or classes of Exchangeable Certificates. In some cases, multiple classes of Exchangeable Certificates may be exchanged for one or more classes of related Exchangeable Certificates.

The descriptions in the related prospectus supplement of the certificates of a series that includes Exchangeable Certificates, including descriptions of principal and interest distributions, registration and denomination of securities, credit enhancement, yield and prepayment considerations, tax and investment legal considerations and considerations of ERISA also will apply to each class of Exchangeable Certificates. The related prospectus supplement will separately describe the yield and prepayment considerations applicable to, and the risks of investment in each class of Exchangeable Certificates. For example, separate decrement tables and yield tables, if applicable, will be included for each class of Exchangeable Certificates.

Exchanges. If a holder of Exchangeable Certificates elects to exchange its Exchangeable Certificates for related Exchangeable Certificates, then:

· the aggregate principal balance of the related Exchangeable Certificates received in the exchange, immediately after the exchange, will equal the aggregate principal balance, immediately prior to the exchange, of the Exchangeable Certificates so exchanged (for purposes of an exchange, interest-only classes of Exchangeable Certificates will have a principal balance of zero);

-33-

· the aggregate amount of interest distributable on each distribution date with respect to the related Exchangeable Certificates received in the exchange will equal the aggregate amount of interest distributable on each distribution date with respect to the Exchangeable Certificates so exchanged; and

· the class or classes of Exchangeable Certificates will be exchanged in the applicable proportions, if any, described in the related prospectus supplement.

Different Types of Combinations May Exist. Any individual series of certificates may have multiple types of combinations. Some examples of combinations of Exchangeable Certificates that differ in their interest characteristics include:

· A class of Exchangeable Certificates with an interest rate that varies directly with changes in an index and a class of Exchangeable Certificates with an interest rate that varies indirectly with changes in the index may be exchangeable, together, for a related class of Exchangeable Certificates with a fixed interest rate. In such a combination, the classes of Exchangeable Certificates with interest rates that vary with an index would produce, in the aggregate, an annual interest amount equal to that generated by the related class of Exchangeable Certificates with a fixed interest rate. In addition, the aggregate principal balance of the two classes of Exchangeable Certificates with interest rates that vary with an index would equal the aggregate principal balance of the related class of Exchangeable Certificates with the fixed interest rate.

· An interest-only class and a principal-only class of Exchangeable Certificates may be exchangeable, together, for a related class of Exchangeable Certificates that is entitled to both principal and interest distributions. In such a combination, the aggregate principal balance of the related class would be equal to the aggregate principal balance of the principal-only class of Exchangeable Certificates, and the interest rate on the related class, when applied to the aggregate principal balance of this related class, would generate interest equal to the annual interest amount of the interest-only class of Exchangeable Certificates.

· Two classes of principal and interest classes of Exchangeable Certificates with different fixed interest rates may be exchangeable, together, for a single class of related Exchangeable Certificates that is entitled to both principal and interest distributions. In such a combination, the aggregate principal balance of the single class of related Exchangeable Certificates would be equal to the aggregate principal balance of the two classes of Exchangeable Certificates, and the single class of related Exchangeable Certificates would have a fixed interest rate that, when applied to the principal balance of the single class of Exchangeable Certificates, would generate interest equal to the aggregate annual interest amount of the two classes of Exchangeable Certificates.

In some series, a Certificateholder may be able to exchange its Exchangeable Certificates for other related Exchangeable Certificates that have different principal distribution characteristics. Some examples of combinations of Exchangeable Certificates that differ in the principal distribution characteristics include:

· A class of Exchangeable Certificates that accretes all of its interest for a specified period, with the accreted amount added to the aggregate principal balance of the class of Exchangeable Certificates, and a second class of Exchangeable Certificates that receives principal distributions from these accretions, may be exchangeable, together, for a single class of related Exchangeable Certificates that receives distributions of interest continuously from the first distribution date on which it receives interest until it is retired.

· A class of Exchangeable Certificates that is a planned amortization class, and a class of Exchangeable Certificates that only receives principal distributions on a distribution date if scheduled payments have been made on the planned amortization class, may be exchangeable, together, for a class of related Exchangeable Certificates that receives principal distributions

-34-

without regard to the planned amortization schedule for the planned amortization class from the first distribution date on which it receives principal until it is retired.

A number of factors may limit the ability of a holder of Exchangeable Certificates to effect an exchange. For example, the Certificateholder must own, at the time of the proposed exchange, the class or classes of Exchangeable Certificates necessary to make the exchange in the necessary proportions. If a Certificateholder does not own the necessary classes of Exchangeable Certificates or does not own the necessary classes of Exchangeable Certificates in the proper proportions, the Certificateholder may not be able to obtain the desired classes of Exchangeable Certificates. The Certificateholder desiring to make the exchange may not be able to purchase the necessary class of Exchangeable Certificates from the then current owner at a reasonable price, or the necessary proportion of the needed class of Exchangeable Certificates may no longer be available due to principal payments or prepayments that have been applied to that class of Exchangeable Certificates.

Procedures. The related prospectus supplement will describe the procedures that must be followed to make an exchange of Exchangeable Certificates. A Certificateholder will be required to provide notice to the trustee (or any other paying agent as may be identified in the related prospectus supplement) prior to the proposed exchange date within the time period specified in the related prospectus supplement. The notice must include the outstanding principal or notional amount of the Exchangeable Certificates to be exchanged and the related securities to be received, and the proposed exchange date. When the trustee (or any other paying agent as may be identified in the related prospectus supplement) receives this notice, it will provide instructions to the Certificateholder regarding delivery of the Exchangeable Certificates and payment of the exchange fee. A Certificateholder’s notice to the trustee (or any other paying agent as may be identified in the related prospectus supplement) will become irrevocable on the second business day prior to the proposed exchange date specified in the related prospectus supplement. Any Exchangeable Certificates in book-entry form will be subject to the rules, regulations and procedures applicable to The Depository Trust Company’s book-entry securities.

If the related prospectus supplement describes exchange proportions for a combination of classes of Exchangeable Certificates, these proportions will be based on the original, rather than the outstanding, principal or notional amounts of these classes.

Distributions on an Exchangeable Certificate received in an exchange will be made as described in the related prospectus supplement. Distributions will be made to the Certificateholder of record as of the applicable record date.

The Trustee

The Depositor will select a bank or trust company to act as trustee (the “Trustee”) under the Agreement for each series and the Trustee will be identified in the related prospectus supplement. The commercial bank or trust company serving as Trustee may have normal banking relationships with the Depositor, the Master Servicer, the Special Servicer, if any, and their respective affiliates.

THE MORTGAGE POOLS

General

Each mortgage pool will consist of one or more mortgage loans secured by first, second or more junior mortgages, deeds of trust or similar security instruments (“Mortgages”) on fee simple or leasehold interests in commercial real property, multifamily residential property, mixed residential/commercial property, and related property and interests (each interest or property, as the case may be, a “Mortgaged Property”). Each mortgage loan in a mortgage pool is referred to as a mortgage loan in this prospectus.

Mortgage loans will be of one or more of the following types:

1.     mortgage loans with fixed interest rates;

-35-

2.     mortgage loans with adjustable interest rates;

3.     mortgage loans with principal balances that fully amortize over their remaining terms to maturity or anticipated maturity date;

4.     mortgage loans whose principal balances do not fully amortize but instead provide for a substantial principal payment at the stated maturity or anticipated maturity date of the loan;

5.     mortgage loans that provide incentives (such as an increase in the applicable interest rate, among other things) for, but do not require, repayment in full on an anticipated repayment date prior to maturity;

6.     mortgage loans that provide for recourse against only the Mortgaged Properties; and

7.     mortgage loans that provide for recourse against the other assets of the related borrowers.

Certain mortgage loans may provide that scheduled interest and principal payments on those mortgage loans are applied first to interest accrued from the last date to which interest has been paid to the date the payment is received and the remaining balance is applied to principal, and other mortgage loans may provide for payment of interest in advance rather than in arrears.

Mortgage loans may also be secured by one or more assignments of leases and rents, management agreements, security agreements, or rents, fixtures and personalty or operating agreements relating to the Mortgaged Property and in some cases by certain letters of credit, personal guarantees or both. Pursuant to an assignment of leases and rents, the obligor on the related promissory note assigns its right, title and interest as landlord under each lease and the income derived from the lease to the related lender, while retaining a right, or in some cases a license, to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the related lender is entitled to collect the rents from tenants to be applied to the monetary obligations of the borrower. State law may limit or restrict the enforcement of the assignment of leases and rents by a lender until the lender takes possession of the related Mortgaged Property and a receiver is appointed. See “Certain Legal Aspects Of The Mortgage Loans—Leases and Rents” in this prospectus.

Certain mortgage loans may provide for “equity participations” which, as specified in the related prospectus supplement, may or may not be assigned to the Trust Fund. If so specified in the related prospectus supplement, the mortgage loans may provide for holdbacks of certain of the proceeds of the loans. In that event, the amount of the holdback may be deposited by the Depositor into an escrow account held by the Trustee as provided in the related prospectus supplement.

The mortgage loans will not be insured or guaranteed by the United States, any governmental agency or any private mortgage insurer.

The prospectus supplement relating to each series will generally provide specific information regarding the characteristics of the mortgage loans, as of the Cut-Off Date, including, among other things:

(i)     the aggregate principal balance of the mortgage loans and the largest, smallest and average principal balance of the mortgage loans;

(ii)    the types of properties securing the mortgage loans and the aggregate principal balance of the mortgage loans secured by each type of property;

(iii)   the interest rate or range of interest rates of the mortgage loans and the weighted average mortgage interest rate of the mortgage loans;

-36-

(iv)   the original and remaining terms to stated maturity of the mortgage loans and the seasoning of the mortgage loans;

(v)    the earliest and latest origination date and maturity date and the weighted average original and remaining terms to stated maturity of the mortgage loans;

(vi)   the current loan balance-to-original valuation ratios of the mortgage loans;

(vii)   the geographic distribution of the Mortgaged Properties underlying the mortgage loans;

(viii)  the minimum interest rates, margins, adjustment caps, adjustment frequencies, indices and other similar information applicable to adjustable rate mortgage loans;

(ix)   the debt service coverage ratios relating to the mortgage loans;

(x)    information with respect to the prepayment provisions, if any, of the mortgage loans;

(xi)   information as to the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions; and

(xii)  payment delinquencies, if any, relating to the mortgage loans.

If specified in the related prospectus supplement, the Depositor may segregate the mortgage loans in a mortgage pool into separate mortgage loan groups (as described in the related prospectus supplement) as part of the structure of the payments of principal and interest on the certificates of a series. In that case, the Depositor may disclose the above-specified information by mortgage loan group.

In the event detailed information regarding the mortgage loans is not provided in the prospectus supplement or the composition of the mortgage loans changes in any material respect from that described in the related prospectus supplement, the Depositor will file a current report on Form 8-K (the “Form 8-K”) with the SEC on or prior to the date of the filing of the related prospectus supplement, which will set forth information with respect to the mortgage loans included in the Trust Fund for a series as of the initial issuance of each series of certificates (each, a “Closing Date”) as specified in the related prospectus supplement. The Form 8-K will be available to the Certificateholders of the related series promptly after its filing.

Underwriting and Interim Servicing Standards Applicable to the Mortgage Loans

The mortgage loans underlying the certificates of a series will be newly-originated or seasoned mortgage loans and will be purchased or otherwise acquired from third parties, which third parties may or may not be originators of the mortgage loans and may or may not be affiliates of the Depositor. The origination standards and procedures applicable to the mortgage loans may differ from series to series or among the mortgage loans in a given mortgage pool, depending on the identity of the originator or originators. In the case of seasoned mortgage loans, the procedures by which the mortgage loans have been serviced from their origination to the time of their inclusion in the related mortgage pool may also differ from series to series or among the mortgage loans in a given mortgage pool.

The related prospectus supplement for each series will provide information as to the origination standards and procedures applicable to the mortgage loans in the related mortgage pool and, to the extent applicable and material, will provide information as to the servicing of the mortgage loans prior to their inclusion in the mortgage pool.

Assignment of Mortgage Loans

At the time of issuance of the certificates of each series, the Depositor will cause the mortgage loans to be assigned to the Trustee (on behalf of the trust), together with, as more fully specified in the related prospectus supplement, all payments due on or with respect to the mortgage loans, other than principal and interest due on or before the Cut-Off Date and principal prepayments received on or before the

-37-

Cut-Off Date. The Trustee, concurrently with the assignment, will execute and deliver certificates evidencing the beneficial ownership interests in the related Trust Fund to the Depositor in exchange for the mortgage loans. Each mortgage loan will be identified in a schedule appearing as an exhibit to the Agreement for the related series (the “Mortgage Loan Schedule”). The Mortgage Loan Schedule will include, among other things, as to each mortgage loan, information as to its outstanding principal balance as of the close of business on the Cut-Off Date, as well as information respecting the interest rate, the scheduled monthly (or other periodic) payment of principal and interest as of the Cut-Off Date and the maturity date of each mortgage loan.

In addition, the Depositor will, as to each mortgage loan, deliver to the Trustee or other designated custodian, to the extent required by the Agreement:

(i)     the mortgage note, endorsed to the order of the Trustee or in blank without recourse;

(ii)    the Mortgage and an executed assignment of the Mortgage in favor of the Trustee or otherwise as required by the Agreement;

(iii)   any assumption, modification or substitution agreements relating to the mortgage loan;

(iv)   a lender’s title insurance policy, together with its endorsements, or, in the case of mortgage loans that are not covered by title insurance, an attorney’s opinion of title issued as of the date of origination of the mortgage loan;

(v)    if the assignment of leases, rents and profits is separate from the Mortgage, an executed re-assignment of assignment of leases, rents and profits to the Trustee;

(vi)   a copy of any recorded UCC-1 financing statements and related continuation statements, together with (in the case of UCC-1 financing statements which are in effect as of the Closing Date) an original executed UCC-2 or UCC-3 statement, in a form suitable for filing, disclosing the assignment to the Trustee of a security interest in any personal property constituting security for the repayment of the Mortgage; and

(vii)   any other documents as may be described in the Agreement (the documents, collectively, the “Mortgage Loan File”).

Unless otherwise expressly permitted by the Agreement, all documents included in the Mortgage Loan File are to be original executed documents; provided, however, that in instances where the original recorded mortgage, mortgage assignment or any document necessary to assign the Depositor’s interest in the mortgage loan to the Trustee (on behalf of the trust), as described in the Agreement, has been retained by the applicable jurisdiction or has not yet been returned from recordation, the Depositor may deliver a photocopy certified to be the true and complete copy of the original submitted for recording, and the Master Servicer will cause the original of each document which is unavailable because it is being or has been submitted for recordation and has not yet been returned, to be delivered to the Trustee as soon as available.

The Trustee or other designated custodian will hold the Mortgage Loan File for each mortgage loan in trust for the benefit of all Certificateholders. Pursuant to the Agreement, the Trustee or other designated custodian is obligated to review the Mortgage Loan File for each mortgage loan within a specified number of days after the execution and delivery of the Agreement. If any document in the Mortgage Loan File is found to be defective in any material respect, the Trustee or other designated custodian will promptly notify the Depositor, the originator of the related mortgage loan or any other party as is designated in the related Agreement (the “Responsible Party”) and the Master Servicer. To the extent described in the related prospectus supplement, if the Responsible Party cannot cure the defect within the time period specified in the related prospectus supplement, the Responsible Party will be obligated to either substitute the affected mortgage loan with a Substitute Mortgage Loan or Loans, or to repurchase the related mortgage loan from the Trustee, within the time period specified in the prospectus supplement at a price specified in the prospectus supplement, expected to be generally equal to (unless otherwise

-38-

specified in the related prospectus supplement) the principal balance of the mortgage loan as of the date of purchase or, in the case of a series as to which an election has been made to treat the related Trust Fund as a REMIC, at any other price as may be necessary to avoid a tax on a prohibited transaction, as described in Section 860F(a) of the Code, in each case together with accrued interest at the applicable mortgage interest rate to the first day of the month following the repurchase, plus the amount of any unreimbursed advances made by the Master Servicer (or any other party as specified in the related Agreement) in respect of the mortgage loan (the “Repurchase Price”). This substitution or purchase obligation will constitute the sole remedy available to the Holders of certificates or the Trustee for a material defect in a constituent document.

Representations and Warranties

To the extent specified in the related prospectus supplement, the Responsible Party with respect to each mortgage loan will have made certain representations and warranties in respect of the mortgage loan and the representations and warranties will have been assigned to the Trustee (on behalf of the trust) and/or the Depositor will have made certain representations and warranties in respect of the mortgage loans directly to the Trustee (on behalf of the trust). Certain of the representations and warranties will be set forth in an annex to the related prospectus supplement. Upon the discovery of the breach of any representation or warranty in respect of a mortgage loan that materially and adversely affects the interests of the Certificateholders of the related series, the Responsible Party or the Depositor, as the case may be, will be obligated either to cure the breach in all material respects within the time period specified in the prospectus supplement, to replace the affected mortgage loan (or a portion thereof) with a Substitute Mortgage Loan or Loans or to repurchase the mortgage loan (or a portion thereof) at a price specified in the prospectus supplement, expected to be generally equal to the Repurchase Price. The Master Servicer, the Special Servicer or the Trustee will be required to enforce the obligation of the Responsible Party or the Depositor for the benefit of the Trustee (on behalf of the trust) and the Certificateholders, following the practices it would employ in its good faith business judgment were it the owner of the mortgage loan. Subject to the ability of the Responsible Party or the Depositor to cure the breach in all material respects or deliver Substitute Mortgage Loans for certain mortgage loans as described below, the repurchase or substitution obligation will constitute the sole remedy available to the Certificateholders of the series for a breach of a representation or warranty by the Responsible Party or the Depositor.

The proceeds of any repurchase of a mortgage loan will be deposited, subject to certain limitations set forth in the related Agreement, into the Collection Account.

If permitted by the related Agreement for a series, within the period of time specified in the related prospectus supplement, following the date of issuance of a series of certificates, the Responsible Party or the Depositor, as the case may be, may deliver to the Trustee (on behalf of the trust) mortgage loans (“Substitute Mortgage Loans”) in substitution for any one or more of the mortgage loans (“Defective Mortgage Loans”) initially included in the Trust Fund but which do not conform in one or more respects to the description of the mortgage loans contained in the related prospectus supplement, as to which a breach of a representation or warranty is discovered, which breach materially and adversely affects the interests of the Certificateholders, or as to which a document in the related Mortgage Loan File is defective in any material respect. The required characteristics of any Substitute Mortgage Loan will generally include, among other things, that the Substitute Mortgage Loan on the date of substitution, will:

(i)     have an outstanding principal balance, after deduction of all scheduled payments due in the month of substitution, not in excess of the outstanding principal balance of the Defective Mortgage Loan (the amount of any shortfall to be distributed to Certificateholders in the month of substitution);

(ii)    have a mortgage interest rate not less than (and not more than 1% greater than) the mortgage interest rate of the Defective Mortgage Loan;

(iii)   have a remaining term to maturity not greater than (and not more than one year less than) that of the Defective Mortgage Loan; and

-39-

(iv)   comply with all of the representations and warranties set forth in the Agreement as of the date of substitution.

If so specified in the related prospectus supplement, other entities may also make representations and warranties with respect to the mortgage loans included in a mortgage pool. The other entity will generally have the same obligations with respect to the representations and warranties as the Responsible Party or the Depositor as more fully described in the prospectus supplement.

A brief summary of certain representations and warranties that are applicable to a particular series will be described in the prospectus supplement.

SERVICING OF THE MORTGAGE LOANS

General

The prospectus supplement related to a series will identify the master servicer (the “Master Servicer”) to service and administer the mortgage loans as described below, and will set forth certain information concerning the Master Servicer. The Master Servicer will be responsible for servicing the mortgage loans pursuant to the Agreement for the related series. The Master Servicer may have other business relationships with the Depositor and its affiliates.

If so specified in the related prospectus supplement, the servicing of certain mortgage loans that are in default or otherwise require special servicing (the “Specially Serviced Mortgage Loans”) will be performed by a special servicer (the “Special Servicer”). Certain information concerning the Special Servicer and the standards for determining which mortgage loans will become Specially Serviced Mortgage Loans will be set forth in the prospectus supplement. Subject to the terms of the related Agreement, the Special Servicer (and not the Master Servicer) will then be responsible for:

· negotiating modifications, waivers, amendments and other forbearance arrangements with the borrower of any Specially Serviced Mortgage Loan, subject to the limitations described under
“—Modifications, Waivers and Amendments” below;

· foreclosing on the Specially Serviced Mortgage Loan if no suitable arrangements can be made to cure the default in the manner specified in the related prospectus supplement; and

· supervising the management and operation of the related Mortgaged Property if acquired through foreclosure or a deed in lieu of foreclosure.

The Special Servicer may have other business relationships with the Depositor and its affiliates.

If specified in the prospectus supplement for a series of certificates, certain of the duties specified in the prospectus supplement as Master Servicer duties may be performed by the Special Servicer.

The Master Servicer and the Special Servicer, if any, may subcontract the servicing of all or a portion of the mortgage loans to one or more sub-servicers, in accordance with the terms of the related Agreement. The sub-servicers may have other business relationships with the Depositor and its affiliates.

Servicing Standards

The Master Servicer and the Special Servicer, if any, will be required to service and administer the mortgage loans in accordance with the servicing standards described in the related Agreement. The servicing standards are generally expected to provide that the mortgage loans are serviced and administered solely in the best interests of and for the benefit of the Certificateholders (as if they were one lender), in accordance with the terms of the Agreement and the mortgage loans and, to the extent consistent with the terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans in other portfolios, giving due

-40-

consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders and loan servicers.

Operating Advisor

If so specified in the related prospectus supplement, an advisor (the “Operating Advisor”) may be selected to approve, direct or consult with, the special servicer as to recommendations of the Special Servicer with respect to certain decisions relating to the servicing of the Specially Serviced Mortgage Loans. The related prospectus supplement will provide specific information with respect to the following matters: (i) the duration of the term of the Operating Advisor; (ii) the method of selection of the Operating Advisor; (iii) certain decisions as to which the Operating Advisor may be entitled to approve or consult regarding certain actions of the Special Servicer (for example, foreclosure of a Mortgaged Property securing a Specially Serviced Mortgage Loan, modification of a Specially Serviced Mortgage Loan, and extension of the maturity of a Specially Serviced Mortgage Loan beyond a specified term) and (iv) the information, recommendations and reports to be provided to the Operating Advisor by the Special Servicer.

Collections and Other Servicing Procedures

The Master Servicer and, with respect to any Specially Serviced Mortgage Loans, the Special Servicer, if any, will make efforts to collect all payments called for under the mortgage loans and will, consistent with the related Agreement, follow the collection procedures as it deems necessary or desirable. Consistent with the above, the Master Servicer or Special Servicer, if any, may have the discretion under the Agreement for the related series to waive any late payment or assumption charge or penalty interest in connection with any late payment or assumption of a mortgage loan and to extend the due dates for payments due on a mortgage note.

It is expected that the Agreement for each series will provide that the Master Servicer establish and maintain an escrow account in which the Master Servicer will be required to deposit amounts received from each borrower, if required by the terms of the mortgage loan, for the payment of taxes, assessments, certain mortgage and hazard insurance premiums and other comparable items. The Special Servicer, if any, will be required to remit amounts received for those purposes on mortgage loans serviced by it for deposit in the escrow account and will be entitled to direct the Master Servicer to make withdrawals from the escrow account as may be required for the servicing of the mortgage loans. Withdrawals from the escrow account may be made to effect timely payment of taxes, assessments, mortgage and hazard insurance premiums and comparable items, to refund to borrowers amounts determined to be overages, to remove amounts deposited in the escrow account in error, to pay interest to borrowers on balances in the escrow account, if required, to repair or otherwise protect the Mortgaged Properties and to clear and terminate the account. The Master Servicer, or any other person as may be specified in the related prospectus supplement, will be entitled to all income on the funds in the escrow account invested in Permitted Investments not required to be paid to borrowers under applicable law. The Master Servicer will be responsible for the administration of the escrow account. If amounts on deposit in the escrow account are insufficient to pay any tax, insurance premium or other similar item when due, the item will be payable from amounts on deposit in the Collection Account or otherwise in the manner set forth in the prospectus supplement and the Agreement for the related series.

Insurance

The Agreement for each series will require that the Master Servicer maintain or require each borrower to maintain insurance in accordance with the related Mortgage, which generally will include a standard fire and hazard insurance policy with extended coverage. To the extent required by the related Mortgage, the coverage of each standard hazard insurance policy will be in an amount that is not less than the lesser of 90% of the replacement cost of the improvements securing the mortgage loan or the outstanding principal balance owing on the mortgage loan. The related Agreement may require that if a Mortgaged Property is located in a federally designated special flood hazard area, the Master Servicer must maintain or require the related borrower to maintain, in accordance with the related Mortgage, flood insurance in

-41-

an amount equal to the lesser of the unpaid principal balance of the related mortgage loan and the maximum amount obtainable with respect to the Mortgaged Property. To the extent set forth in the related prospectus supplement, the cost of any insurance maintained by the Master Servicer will be an expense of the Trust Fund payable out of the Collection Account.

The Master Servicer or, if so specified in the related prospectus supplement, the Special Servicer, if any, will cause to be maintained fire and hazard insurance with extended coverage on each REO Property in an amount expected to generally be equal to the greater of (i) an amount necessary to avoid the application of any coinsurance clause contained in the related insurance policy and (ii) 90% of the replacement cost of the improvements which are a part of the property. The cost of fire and hazard insurance with respect to an REO Property will be an expense of the Trust Fund payable out of amounts on deposit in the related REO Account or, if the amounts are insufficient, from the Collection Account. The related Agreement may also require the Master Servicer or, if so specified in the related prospectus supplement, the Special Servicer, if any, to maintain flood insurance providing substantially the same coverage as described above on any REO Property which is located in a federally designated special flood hazard area.

The related Agreement may provide that the Master Servicer or the Special Servicer, if any, as the case may be, may satisfy its obligation to cause hazard policies to be maintained by maintaining a master, or single interest, insurance policy insuring against losses on the mortgage loans or REO Properties, as the case may be. The incremental cost of the insurance allocable to any particular mortgage loan, if not borne by the related borrower, may be an expense of the Trust Fund. Alternatively, if permitted in the related Agreement, the Master Servicer may satisfy its obligation by maintaining, at its expense, a blanket policy (i.e., not a single interest or master policy) insuring against losses on the mortgage loans or REO Properties, as the case may be. If a blanket policy contains a deductible clause, the Master Servicer or the Special Servicer, if any, as the case may be, will be obligated to deposit in the Collection Account all sums which would have been deposited in the Collection Account but for the clause.

In general, the standard form of fire and hazard extended coverage policy will cover physical damage to, or destruction of, the improvements on the Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail, riot, strike and civil commotion, subject to the conditions and exclusions particularized in each policy. Since the standard hazard insurance policies relating to the mortgage loans generally will be underwritten by different insurers and will cover Mortgaged Properties located in various jurisdictions, the policies will not contain identical terms and conditions. The most significant terms in the policies, however, generally will be determined by state law and conditions. Most policies typically will not cover any physical damage resulting from war, revolution, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), nuclear reaction, wet or dry rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, vandalism. The foregoing list is merely indicative of certain kinds of uninsured risks and is not intended to be all-inclusive. Any losses incurred with respect to mortgage loans due to uninsured risks (including earthquakes, mudflows and floods) or insufficient hazard insurance proceeds could affect distributions to the Certificateholders.

The standard hazard insurance policies typically will contain a “coinsurance” clause which, in effect, will require the insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the dwellings, structures and other improvements on the Mortgaged Property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, the clause will typically provide that the insurer’s liability in the event of partial loss will not exceed the greater of (i) the actual cash value (the replacement cost less physical depreciation) of the structures and other improvements damaged or destroyed and (ii) the proportion of the loss, without deduction for depreciation, as the amount of insurance carried bears to the specified percentage of the full replacement cost of the dwellings, structures and other improvements.

In addition, to the extent required by the related Mortgage, the Master Servicer or Special Servicer, if any, may require the borrower to maintain other forms of insurance including, but not limited to, loss of rent endorsements, business interruption insurance and comprehensive public liability insurance, and the

-42-

related Agreement may require the Master Servicer or Special Servicer, if any, to maintain public liability insurance with respect to any REO Properties. Any cost incurred by the Master Servicer or Special Servicer, if any, in maintaining the insurance policy will be added to the amount owing under the mortgage loan where the terms of the mortgage loan so permit; provided, however, that the addition of the cost will not be taken into account for purposes of calculating the distribution to be made to Certificateholders. The costs may be recovered by the Master Servicer and the Special Servicer, if any, from the Collection Account, with interest on the costs, as provided by the Agreement.

Other forms of insurance, such as a pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or guarantee insurance, may be maintained with respect to the mortgage loans to the extent provided in the related prospectus supplement.

Fidelity Bonds and Errors and Omissions Insurance

The Agreement for each series may require that the Master Servicer and the Special Servicer, if any, obtain and maintain in effect a fidelity bond or similar form of insurance coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage insuring against loss occasioned by fraud, theft or other intentional misconduct of the officers, employees and agents of the Master Servicer or the Special Servicer, as the case may be. The related Agreement may allow the Master Servicer and the Special Servicer, if any, to self-insure against loss occasioned by the errors and omissions of the officers, employees and agents of the Master Servicer or Special Servicer, as the case may be, so long as certain criteria set forth in the Agreement are met.

Servicing Compensation and Payment of Expenses

The Master Servicer’s principal compensation for its activities under the Agreement for each series will come from the payment to it or retention by it, with respect to each payment of interest on a mortgage loan, of a “Servicing Fee” (as defined in the related prospectus supplement). The exact amount or method of calculating the Servicing Fee will be established in the prospectus supplement and Agreement for the related series. Since the aggregate unpaid principal balance of the mortgage loans will generally decline over time, the Master Servicer’s servicing compensation will ordinarily decrease as the mortgage loans amortize.

In addition, the Agreement for a series may provide that the Master Servicer will be entitled to receive, as additional compensation, certain other fees and amounts, including but not limited to (i) late fees and certain other fees collected from borrowers and (ii) any interest or other income earned on funds deposited in the Collection Account (as described under “Description Of The Certificates—Accounts” in this prospectus) and, except to the extent the income is required to be paid to the related borrowers, the escrow account.

If specified in the related prospectus supplement, the Master Servicer may be obligated to pay the fees and expenses of the Trustee.

The exact amount or method of calculating the servicing fee of the Special Servicer, if any, and the source from which the fee will be paid will be described in the prospectus supplement for the related series.

In addition to the compensation described above, the Master Servicer and the Special Servicer, if any (or any other party specified in the related prospectus supplement), may retain, or be entitled to the reimbursement of, any other amounts and expenses as are described in the related prospectus supplement.

Advances

The related prospectus supplement will set forth the obligations, if any, of the Master Servicer to make any advances (“Advances”) with respect to delinquent payments on mortgage loans, payments of taxes, insurance and property protection expenses or otherwise. Any Advances will be made in the form

-43-

and manner described in the prospectus supplement and Agreement for the related series. The Master Servicer will be obligated to make an Advance only to the extent that the Master Servicer has determined that the Advance will be recoverable. Any funds thus advanced, including Advances previously made, that the Master Servicer determines are not ultimately recoverable, will be reimbursable to the Master Servicer, with interest, from amounts in the Collection Account to the extent and in the manner described in the related prospectus supplement.

If a borrower makes a principal payment between scheduled payment dates, the borrower may be required to pay interest on the prepayment amount only to the date of prepayment. If and to the extent described in the related prospectus supplement, the Master Servicer’s Servicing Fee may be reduced or the Master Servicer may be otherwise obligated to advance funds to the extent necessary to remit interest on any full or partial prepayment received from the date of receipt to the next succeeding scheduled payment date.

The Master Servicer or other entity designated in the prospectus supplement as required to make advances may experience financial difficulties from time to time and be unable to advance or may, in light of increased delinquencies and foreclosures together with declining housing values, make non-recoverability determinations with increasing frequency. Any change of the advancing policy or practices may alter or disrupt scheduled interest and principal payments advanced to the holders of certificates.

Modifications, Waivers and Amendments

If so specified in the related prospectus supplement, the Agreement for each series will provide that the Master Servicer may have the discretion, subject to certain conditions set forth in the prospectus supplement, to modify, waive or amend certain of the terms of any mortgage loan without the consent of the Trustee or any Certificateholder. The extent to which the Master Servicer may modify, waive or amend any terms of the mortgage loans without consent will be specified in the related prospectus supplement.

Subject to the terms and conditions set forth in the Agreement, the Special Servicer, if any, may modify, waive or amend the terms of any Specially Serviced Mortgage Loan if the Special Servicer determines that a material default has occurred or a payment default has occurred or is reasonably foreseeable. The Special Servicer, if any, may extend the maturity date of the mortgage loan to a date not later than the date described in the related prospectus supplement. The ability of the Special Servicer to modify, waive or amend the terms of any mortgage loan may be subject to additional limitations, including approval requirements, as are set forth in the related prospectus supplement.

Subject to the terms and conditions set forth in the Agreement, the Special Servicer, if any, will not agree to any modification, waiver or amendment of the payment terms of a mortgage loan unless the Special Servicer has determined that modification, waiver or amendment is reasonably likely to produce a greater recovery on a present value basis than liquidation of the mortgage loan or has made any other determination described in the related prospectus supplement. Prior to agreeing to any modification, waiver or amendment of the payment terms of a mortgage loan, the Special Servicer, if any, may give notice of its agreement to a modification, waiver or amendment in the manner set forth in the prospectus supplement and Agreement for the related series.

The prospectus supplement for a series may describe other or different provisions concerning the modification, waiver or amendment of the terms of the related mortgage loans, including, without limitation, requirements for the approval of or consultation with an Operating Advisor.

Evidence of Compliance

The related prospectus supplement will identify each party that will be required to deliver annually to us, the trustee or certificate administrator or any other party as may be identified in the related prospectus supplement, as applicable, on or before the date specified in the applicable Agreement, an officer’s certificate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the Agreement has been made under the supervision of the officer, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulfilled all its obligations under

-44-

the Agreement in all material respects throughout the year, or, if there has been a default in the fulfillment of any obligation, specifying the default known to the officer and the nature and status of the default.

In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and other assets comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an “Assessment of Compliance”) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) that contains the following:

(a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;

(b) a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

(c) the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year, setting forth any material instance of noncompliance identified by the party; and

(d) a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.

Certain Matters With Respect to the Master Servicer, the Special Servicer and the Trustee

The Agreement for each series will provide unless otherwise specified in the related prospectus supplement that neither the Master Servicer nor the Special Servicer, if any, nor any of their directors, officers, employees or agents will be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Agreement, or for errors in judgment; provided, however, that neither the Master Servicer nor the Special Servicer, if any, nor any person will be protected against any breach of representations or warranties made by the Master Servicer or the Special Servicer, as the case may be, in the Agreement, against any specific liability imposed on the Master Servicer or the Special Servicer, as the case may be, pursuant to the Agreement, or any liability that would otherwise be imposed by reason of willful misfeasance, bad faith, or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreement. The Agreement will further provide unless otherwise specified in the related prospectus supplement that the Master Servicer, the Special Servicer, if any, and any of their directors, officers, employees or agents will be entitled to indemnification by the Trust Fund and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to the Agreement or the certificates, other than any loss, liability or expense incurred (i) by reason of willful misfeasance, bad faith or negligence in the performance of their duties or by reason of reckless disregard of their obligations and duties under the Agreement or (ii) in certain other circumstances specified in the Agreement. Any loss resulting from indemnification will reduce amounts distributable to Certificateholders and will be borne by Certificateholders in the manner described in the related prospectus supplement.

Neither the Master Servicer nor the Special Servicer, if any, may resign from its obligations and duties under the Agreement except upon a determination that its performance of its duties under the Agreement is no longer permissible under applicable law or for other reasons described in the prospectus supplement. No resignation of the Master Servicer will become effective until the Trustee or a successor Master Servicer has assumed the Master Servicer’s obligations and duties under the Agreement. No resignation of a Special Servicer will become effective until the Trustee, the Master Servicer or a

-45-

successor Special Servicer has assumed the Special Servicer’s obligations and duties under the Agreement.

The Trustee may resign from its obligations under the Agreement pursuant to the terms of the Agreement at any time, in which event a successor Trustee will be appointed. In addition, the Depositor may remove the Trustee if the Trustee ceases to be eligible to act as Trustee under the Agreement or if the Trustee becomes insolvent, at which time the Depositor or other party specified in the related prospectus supplement will become obligated to appoint a successor Trustee. The Trustee also may be removed at any time by the Holders of certificates evidencing the Voting Rights specified in the related prospectus supplement. Any resignation and removal of the Trustee, and the appointment of a successor Trustee, will not become effective until acceptance of the appointment by the successor Trustee.

Servicer Termination Events

Termination events (each, a “Servicer Termination Event”) with respect to the Master Servicer and the Special Servicer, if any, under the Agreement for each series may include, among other things:

(i)     with respect to the Master Servicer, any failure by the Master Servicer to deposit in the Collection Account or remit to the Trustee for deposit in the Distribution Account for distribution to Certificateholders any payment required to be made by the Master Servicer under the terms of the Agreement on the day required pursuant to the terms of the Agreement (subject to any applicable grace period);

(ii)    with respect to the Special Servicer, if any, any failure by the Special Servicer to remit to the Master Servicer for deposit in the Collection Account on the day required (subject to any applicable grace period) any amounts received by it in respect of a Specially Serviced Mortgage Loan and required to be so remitted;

(iii)   with respect to the Master Servicer and the Special Servicer, if any, any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer or the Special Servicer, as the case may be, which failure continues unremedied for a period of days specified in the related Agreement after written notice of the failure has been given to the applicable party;

(iv)    with respect to the Master Servicer or the Special Servicer, if any, the entering against the Master Servicer or the Special Servicer, as the case may be, of a decree or order of a court, agency or supervisory authority for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, provided that any decree or order shall have remained in force undischarged or unstayed for a period of 60 days;

(v)    with respect to the Master Servicer or the Special Servicer, if any, the consent by the Master Servicer or the Special Servicer, as the case may be, to the appointment of a conservator or receiver or liquidator or liquidating committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to it or of or relating to all or substantially all of its property; and

(vi)   with respect to the Master Servicer or the Special Servicer, if any, the admission by the Master Servicer or Special Servicer, as the case may be, in writing of its inability to pay its debts generally as they become due, the filing by the Master Servicer or the Special Servicer, as the case may be, of a petition to take advantage of any applicable insolvency or reorganization statute or the making of an assignment for the benefit of its creditors or the voluntary suspension of the payment of its obligations.

As long as a Servicer Termination Event remains unremedied, the Trustee may, and as long as a Servicer Termination Event remains unremedied or under certain other circumstances, if any, described

-46-

in the related prospectus supplement, at the written direction of the Holders of certificates holding at least the percentage specified in the prospectus supplement of all of the Voting Rights of the class or classes specified in the prospectus supplement shall, by written notice to the Master Servicer or Special Servicer, as the case may be, terminate all of the rights and obligations of the Master Servicer or the Special Servicer, as the case may be, at which time the Trustee or another successor Master Servicer or Special Servicer appointed by the Trustee or as otherwise selected as described in the related prospectus supplement will succeed to all authority and power of the Master Servicer or Special Servicer under the Agreement and will be entitled to similar compensation arrangements. “Voting Rights” means the portion of the voting rights of all certificates that is allocated to any certificate in accordance with the terms of the Agreement.

CREDIT ENHANCEMENT

General

If specified in the related prospectus supplement for any series, credit enhancement may be provided with respect to one or more classes of the series or the related mortgage loans. Credit enhancement may be in the form of the subordination of one or more classes of the certificates of the series, the establishment of one or more reserve funds, overcollateralization, a letter of credit, certificate guarantee insurance policies or the use of cross-support features, or any combination of the foregoing.

Any credit enhancement will provide protection against risks of loss and will guarantee repayment of the principal balance of the certificates and interest on the certificates only to the extent described in the related prospectus supplement. If losses occur which exceed the amount covered by credit enhancement or which are not covered by the credit enhancement, Certificateholders will bear their allocable share of deficiencies.

If credit enhancement is provided with respect to a series, or the related mortgage loans, the related prospectus supplement will include a description of (a) the amount payable under the credit enhancement, (b) any conditions to payment under the credit enhancement not otherwise described in this prospectus, (c) the conditions (if any) under which the amount payable under the credit enhancement may be reduced and under which the credit enhancement may be terminated or replaced and (d) the material provisions of any agreement relating to the credit enhancement. Additionally, the related prospectus supplement will set forth certain information with respect to the issuer of any third-party credit enhancement, including (i) a brief description of its principal business activities, (ii) its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business, (iii) if applicable, the identity of regulatory agencies which exercise primary jurisdiction over the conduct of its business and (iv) its total assets, and its stockholders’ or policyholders’ surplus, if applicable, as of the date specified in the prospectus supplement. In addition, if the Certificateholders of the series will be materially dependent upon any provider of credit enhancement for timely payment of interest and/or principal on their certificates, the related prospectus supplement will include all information required by Items 1114 and 1115 of Regulation AB.

Subordinate Certificates

If so specified in the related prospectus supplement, one or more classes of a series may be subordinate certificates. If so specified in the related prospectus supplement, the rights of the Holders of subordinate certificates (the “Subordinate Certificates”) to receive distributions of principal and interest on any Distribution Date will be subordinated to the rights of the Holders of senior certificates (the “Senior Certificates”) to the extent specified in the related prospectus supplement. The Agreement may require a trustee that is not the Trustee to be appointed to act on behalf of Holders of Subordinate Certificates.

A series may include one or more classes of Senior Certificates entitled to receive cash flows remaining after distributions are made to all other Senior Certificates of the series. The right to receive payments will effectively be subordinate to the rights of other Holders of Senior Certificates. A series also may include one or more classes of Subordinate Certificates entitled to receive cash flows remaining after distributions are made to other Subordinate Certificates of the series. If so specified in the related

-47-

prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses not covered by insurance policies or other credit support, such as losses arising from damage to property securing a mortgage loan not covered by standard hazard insurance policies.

The related prospectus supplement will set forth information concerning the amount of subordination of a class or classes of Subordinate Certificates in a series, the circumstances in which subordination will be applicable, the manner, if any, in which the amount of subordination will decrease over time, the manner of funding any related reserve fund and the conditions under which amounts in any applicable reserve fund will be used to make distributions to Holders of Senior Certificates and/or to Holders of Subordinate Certificates or be released from the applicable Trust Fund.

Cross-Support Features

If the mortgage loans for a series are divided into separate mortgage loan groups, each backing a separate class or classes of a series, credit support may be provided by a cross-support feature which requires that distributions be made on Senior Certificates backed by one mortgage loan group prior to distributions on Subordinate Certificates backed by another mortgage loan group within the Trust Fund. The related prospectus supplement for a series which includes a cross-support feature will describe the manner and conditions for applying the cross-support feature.

Letter of Credit

If specified in the related prospectus supplement, a letter of credit with respect to a series of certificates will be issued by the bank or financial institution specified in the prospectus supplement (the “Letter of Credit Bank”). Under the letter of credit, the Letter of Credit Bank will be obligated to honor drawings in an aggregate fixed dollar amount, net of unreimbursed payments under the letter of credit, equal to the percentage specified in the related prospectus supplement of the aggregate principal balance of the mortgage loans on the applicable Cut-Off Date or of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit drawings in the event of losses not covered by insurance policies or other credit support, such as losses arising from damage not covered by standard hazard insurance policies. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit. The obligations of the Letter of Credit Bank under the letter of credit for any series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the Trust Fund. A copy of the letter of credit for a series, if any, will be filed with the SEC as an exhibit to a current report on Form 8-K to be filed with the SEC on or prior to the date of the filing of the prospectus supplement related to the applicable series.

Certificate Guarantee Insurance

If so specified in the related prospectus supplement, certificate guarantee insurance, if any, with respect to a series of certificates will be provided by one or more insurance companies. The certificate guarantee insurance will guarantee, with respect to one or more classes of certificates of the applicable series, timely distributions of interest and principal to the extent set forth in or determined in the manner specified in the related prospectus supplement. If so specified in the related prospectus supplement, the certificate guarantee insurance will also guarantee against any payment made to a Certificateholder which is subsequently covered as a “voidable preference” payment under the Bankruptcy Code. A copy of the certificate guarantee insurance policy for a series, if any, will be filed with the SEC as an exhibit to a current report on Form 8-K to be filed with the SEC on or prior to the date of the filing of the prospectus supplement related to the applicable series.

Reserve Funds

If specified in the related prospectus supplement, one or more reserve funds may be established with respect to a series, in which cash, a letter of credit, Permitted Investments or a combination of cash, a letter of credit and/or Permitted Investments, in the amounts, if any, specified in the related prospectus

-48-

supplement will be deposited. The reserve funds for a series may also be funded over time by depositing in that reserve a specified amount of the distributions received on the applicable mortgage loans if specified in the related prospectus supplement. The Depositor may pledge the reserve funds to a separate collateral agent specified in the related prospectus supplement.

Amounts on deposit in any reserve fund for a series, together with the reinvestment income on the reserve fund, if any, will be applied by the Trustee for the purposes, in the manner, and to the extent specified in the related prospectus supplement. A reserve fund may be provided to increase the likelihood of timely payments of principal of, and interest on, the certificates, if required as a condition to the rating of the series by each Rating Agency. If so specified in the related prospectus supplement, reserve funds may be established to provide limited protection, in an amount satisfactory to each Rating Agency, against certain types of losses not covered by insurance policies or other credit support, such as losses arising from damage not covered by standard hazard insurance policies. Reserve funds also may be established for other purposes and in amounts as will be specified in the related prospectus supplement. Following each Distribution Date amounts in any reserve fund in excess of any amount required to be maintained in that reserve fund may be released from the reserve fund under the conditions and to the extent specified in the related prospectus supplement and will not be available for further application by the Trustee.

Moneys deposited in any reserve fund will be invested in Permitted Investments at the direction of the Depositor or any other person specified in the related prospectus supplement. Any reinvestment income or other gain from the investments will be credited to the related reserve fund for the related series, and any loss resulting from the investments will be charged to the reserve fund in accordance with the terms of the related Agreement. If specified in the related prospectus supplement, the income or other gain may be payable to the Master Servicer as additional servicing compensation, and any loss resulting from the investment will be borne by the Master Servicer. The right of the Trustee to make draws on the reserve fund, if any, will be an asset of the Trust Fund, but the reserve fund itself will only be a part of the Trust Fund if so provided in the related prospectus supplement.

Additional information concerning any reserve fund will be set forth in the related prospectus supplement, including the initial balance of the reserve fund, the balance required to be maintained in the reserve fund, the manner in which the required balance will decrease over time, the manner of funding the reserve fund, the purpose for which funds in the reserve fund may be applied to make distributions to Certificateholders and use of investment earnings from the reserve fund, if any.

Overcollateralization

If specified in the related prospectus supplement, the principal balance of mortgage loans in a Trust Fund at the cut-off date may exceed the initial principal balance of the certificates of the related series, thus providing an additional measure of protection against losses and delinquencies on the mortgage loans.

Alternatively, if specified in the related prospectus supplement, a series may provide that excess cash flow received on the mortgage loans (generally interest in excess of that required to make interest payments on the certificates) will not be released. Instead, either the excess cash will (a) be paid to one or more senior classes of certificates as a principal payment, causing the aggregate principal balance of the mortgage loans to be greater than the aggregate principal balance of the certificates; the difference is overcollateralization or (b) available to offset principal losses and delinquencies after the principal balances of the classes of certificates specified in the related prospectus supplement have been paid in full. If so specified, the prospectus supplement will describes the periods during which, and the maximum amount up to which, such excess cash flow will be paid as principal.

SWAP AGREEMENT

If so specified in the prospectus supplement relating to a series of certificates, the Trust Fund will enter into or obtain an assignment of a swap agreement pursuant to which the Trust Fund will have the

-49-

right to receive, and may have the obligation to make, certain payments of interest (or other payments) as set forth or determined as described in that swap agreement. The prospectus supplement relating to a series of certificates having the benefit of an interest rate swap agreement will describe the material terms of the agreement and the particular risks associated with the interest rate swap feature, including market and credit risk, the effect of counterparty defaults and other risks, if any. The prospectus supplement relating to the series of certificates also will set forth certain information relating to the corporate status, ownership and credit quality of the counterparty or counterparties to the swap agreement. In addition, if the Certificateholders of the series will be materially dependent upon any counterparty for timely payment of interest and/or principal on their certificates, the related prospectus supplement will include all information required by Items 1114 and 1115 of Regulation AB. A swap agreement may include one or more of the following types of arrangements.

Interest Rate Swap. In an interest rate swap, the Trust Fund will exchange the stream of interest payments on the mortgage loans for another stream of interest payments based on a notional amount, which may be equal to the principal amount of the mortgage loans as it declines over time.

Interest Rate Caps. In an interest rate cap, the Trust Fund or the swap counterparty, in exchange for a fee, will agree to compensate the other if a particular interest rate index rises above a rate specified in the swap agreement. The fee for the cap may be a single up-front payment to or from the Trust Fund, or a series of payments over time.

Interest Rate Floors. In an interest rate floor, the Trust Fund or the swap counterparty, in exchange for a fee, will agree to compensate the other if a particular interest rate index falls below a rate or level specified in the swap agreement. As with interest rate caps, the fee may be a single up-front payment or it may be paid periodically.

Interest Rate Collars. An interest rate collar is a combination of an interest rate cap and an interest rate floor. One party agrees to compensate the other if a particular interest rate index rises above the cap and, in exchange, will be compensated if the interest rate index falls below the floor.

Currency Swap. In a currency swap, the Trust Fund will exchange a stream of interest and principal payments on a class for the rate of interest on that class multiplied by the outstanding principal balance of the related class denominated in the applicable currency and (2) the currency equivalent of the U.S. Dollars such swap counterparty concurrently receives from the trust as a payment of principal allocated to the related class.

YIELD CONSIDERATIONS

General

The yield to maturity on any class of offered certificates will depend upon, among other things, the price at which the certificates are purchased, the amount and timing of any delinquencies and losses incurred by the class, the rate and timing of payments of principal on the mortgage loans, and the amount and timing of recoveries and Insurance Proceeds from REO mortgage loans and related REO Properties, which, in turn, will be affected by the amortization schedules of the mortgage loans, the timing of principal payments (particularly Balloon Payments) on the related mortgage loans (including delay in the payments resulting from modifications and extensions), the rate of principal prepayments, including prepayments by borrowers and prepayments resulting from defaults, repurchases arising in connection with certain breaches of the representations and warranties made in or as contemplated by the Agreement and the exercise of the right of optional termination of the Trust Fund. Generally, prepayments on the mortgage loans will tend to shorten the weighted average lives of each class of certificates, and delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to lengthen the weighted average lives of each class of certificates. See “Certain Legal Aspects Of The Mortgage Loans—Enforceability of Certain Provisions” in this prospectus for a description of certain provisions of the mortgage loans and statutory, regulatory and judicial developments that may affect the prepayment experience and maturity assumptions on the mortgage loans.

-50-

Prepayment and Maturity Assumptions

The related prospectus supplement may indicate that the related mortgage loans may be prepaid in full or in part at any time, generally without prepayment premium. Alternatively, a Trust Fund may include mortgage loans that have significant restrictions on the ability of a borrower to prepay without incurring a prepayment premium or to prepay at all. As described above, the prepayment experience of the mortgage loans will affect the weighted average life of the offered certificates. A number of factors may influence prepayments on multifamily and commercial loans, including enforceability of due-on-sale clauses, prevailing mortgage market interest rates and the availability of mortgage funds, changes in tax laws (including depreciation benefits for income-producing properties), changes in borrowers’ net equity in the Mortgaged Properties, servicing decisions, prevailing general economic conditions and the relative economic vitality of the areas in which the Mortgaged Properties are located, the terms of the mortgage loans (for example, the existence of due-on-sale clauses), the quality of management of any income-producing Mortgaged Properties and, in the case of Mortgaged Properties held for investment, the availability of other opportunities for investment. A number of factors may discourage prepayments on multifamily loans and commercial loans, including the existence of any lockout or prepayment premium provisions in the underlying mortgage note or loan agreement. A lockout provision prevents prepayment within a certain time period after origination. A prepayment premium imposes an additional charge on a borrower who wishes to prepay. Some of the mortgage loans may have substantial principal balances due at their stated maturities (“Balloon Payments”). Balloon Payments involve a greater degree of risk than fully amortizing loans because the ability of the borrower to make a Balloon Payment typically will depend upon its ability either to refinance the loan or to sell the related Mortgaged Property. The ability of a borrower to accomplish either of these goals will be affected by a number of factors, including the level of available mortgage rates at the time of the attempted sale or refinancing, the borrower’s equity in the related Mortgaged Property, the financial condition of the borrower and operating history of the related Mortgaged Property, tax laws, prevailing economic conditions and the availability of credit for commercial real estate projects generally. See “Certain Legal Aspects Of The Mortgage Loans—Enforceability of Certain Provisions” in this prospectus.

If the purchaser of a certificate offered at a discount calculates its anticipated yield to maturity based on an assumed rate of distributions of principal that is faster than that actually experienced on the mortgage loans, the actual yield to maturity will be lower than that so calculated. Conversely, if the purchaser of a certificate offered at a premium calculates its anticipated yield to maturity based on an assumed rate of distributions of principal that is slower than that actually experienced on the mortgage loans, the actual yield to maturity will be lower than that so calculated. In either case, the effect of voluntary and involuntary prepayments of the mortgage loans on the yield on one or more classes of the certificates of the series in the related Trust Fund may be mitigated or exacerbated by any provisions for sequential or selective distribution of principal to the classes.

The timing of changes in the rate of principal payments on the mortgage loans may significantly affect an investor’s actual yield to maturity, even if the average rate of distributions of principal is consistent with an investor’s expectation. In general, the earlier a principal payment is received on the mortgage loans and distributed on a certificate, the greater the effect on the investor’s yield to maturity. The effect of an investor’s yield of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during a given period may not be offset by a subsequent like decrease (or increase) in the rate of principal payments.

The weighted average life of a certificate refers to the average amount of time that will elapse from the date of issuance of the certificate until each dollar of principal is repaid to the Certificateholders. The weighted average life of the offered certificates will be influenced by the rate at which principal on the mortgage loans is paid, which may be in the form of scheduled amortization or prepayments. Prepayments on mortgage loans are commonly measured relative to a prepayment standard or model. As more fully described in the related prospectus supplement, the model generally represents an assumed constant rate of prepayment each month (expressed as a rate per annum) relative to the then outstanding principal balance of a pool of new mortgage loans.

-51-

We cannot assure you that the mortgage loans will prepay at any rate mentioned in any prospectus supplement. In general, if prevailing interest rates fall below the mortgage interest rates on the mortgage loans, the rate of prepayment can be expected to increase.

CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

The following discussion contains summaries of certain legal aspects of mortgage loans which are general in nature. Because many of the legal aspects of mortgage loans are governed by the laws of the jurisdictions where the related mortgaged properties are located (which laws may vary substantially), the following summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, to reflect all the laws applicable to any particular mortgage loan or to encompass the laws of all jurisdictions in which the properties securing the mortgage loans are situated. In the event that the Trust Fund for a given series includes mortgage loans having material characteristics other than as described below, the related prospectus supplement will set forth additional legal aspects relating to the prospectus supplement.

Mortgages and Deeds of Trust Generally

The mortgage loans for a series will consist of loans secured by either mortgages or deeds of trust or other similar security instruments. There are two parties to a mortgage, the mortgagor, who is the borrower or obligor and owner of the mortgaged property, and the mortgagee, who is the lender. In a mortgage transaction, the mortgagor delivers to the mortgagee a note, bond or other written evidence of indebtedness and a mortgage. A mortgage creates a lien upon the real property encumbered by the mortgage as security for the obligation evidenced by the note, bond or other evidence of indebtedness. Although a deed of trust is similar to a mortgage, a deed of trust has three parties, the borrower-property owner called the trustor (similar to a mortgagor), a lender called the beneficiary (similar to a mortgagee), and a third-party grantee called the trustee. Under a deed of trust, the borrower irrevocably grants the property to the trustee, until the debt is paid, in trust for the benefit of the beneficiary to secure payment of the obligation generally with a power of sale. The trustee’s authority under a deed of trust and the mortgagee’s authority under a mortgage are governed by applicable law, the express provisions of the deed of trust or mortgage, as applicable, and, in some cases, in deed of trust transactions, the directions of the beneficiary.

The real property covered by a mortgage is most often the fee estate in land and improvements. However, a mortgage may encumber other interests in real property such as a tenant’s interest in a lease of land or improvements, or both, and the leasehold estate created by the lease. A mortgage covering an interest in real property other than the fee estate requires special provisions in the instrument creating the interest or in the mortgage to protect the mortgagee against termination of the interest before the mortgage is paid. Certain representations and warranties in the related Agreement will be made with respect to the mortgage loans which are secured by an interest in a leasehold estate.

Priority of the lien on mortgaged property created by mortgages and deeds of trust depends on their terms and, generally, on the order of filing with a state, county or municipal office, although the priority may in some states be altered by the existence of leases in place with respect to the mortgaged property and by the mortgagee’s or beneficiary’s knowledge of unrecorded liens or encumbrances against the mortgaged property. However, filing or recording may not establish priority over certain mechanic’s liens or governmental claims for real estate taxes and assessments or, in some states, for reimbursement of investigation, delineation and/or remediation costs of certain environmental conditions. See “—Environmental Risks” below. In addition, the Code provides priority to certain tax liens over the lien of the mortgage.

Rights of Mortgagees or Beneficiaries

The form of the mortgage or deed of trust used by many institutional lenders confers on the mortgagee or beneficiary the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and to apply the proceeds

-52-

and awards to any indebtedness secured by the mortgage or deed of trust, in the order as the mortgagee or beneficiary may determine. Thus, in the event improvements on the property are damaged or destroyed by fire or other casualty, or in the event the property is taken by condemnation, the mortgagee or beneficiary under the senior mortgage or deed of trust will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and absent the express obligation to make the proceeds available for restoration of the property to apply the same to the indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess of the amount of senior mortgage indebtedness will, in most cases, be applied to the indebtedness of a junior mortgage or trust deed, if any. The laws of certain states may limit the ability of mortgagees or beneficiaries to apply the proceeds of hazard insurance and partial condemnation awards to the secured indebtedness. In these states, the mortgagor or trustor must be allowed to use the proceeds of hazard insurance to repair the damage unless the security of the mortgagee or beneficiary has been impaired. Similarly, in certain states, the mortgagee or beneficiary is entitled to the award for a partial condemnation of the real property security only to the extent that its security is impaired.

The form of mortgage or deed of trust used by many institutional lenders typically contains a “future advance” clause, which provides, in essence, that additional amounts advanced to or on behalf of the mortgagor or trustor by the mortgagee or beneficiary are to be secured by the mortgage or deed of trust. While this clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an “obligatory” or “optional” advance. If the mortgagee or beneficiary is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as amounts initially made under the mortgage or deed of trust, notwithstanding that there may be intervening junior mortgages or deeds of trust and other liens between the date of recording of the mortgage or deed of trust and the date of the future advance, and notwithstanding that the mortgagee or beneficiary had actual knowledge of the intervening junior mortgages or deeds of trust and other liens at the time of the advance. Where the mortgagee or beneficiary is not obligated to advance the additional amounts and has actual knowledge of the intervening junior mortgages or deeds of trust and other liens, the advance may be subordinate to these intervening junior mortgages or deeds of trust and other liens. Priority of advances under a “future advance” clause rests, in many other states, on state law giving priority to all advances made under the related loan agreement up to a “credit limit” amount stated in the recorded mortgage.

Another provision typically found in the form of the mortgage or deed of trust used by many institutional lenders obligates the mortgagor or trustor to pay before delinquency all taxes and assessments on the property and, when due, all encumbrances, charges and liens on the property which are or which may become prior to the lien of the mortgage or deed of trust, to provide and maintain fire insurance on the property, to maintain and repair the property and not to commit or permit any waste of the property, and to appear in and defend any action or proceeding purporting to affect the property or the rights of the mortgagee or beneficiary under the mortgage or deed of trust. Upon a failure of the mortgagor or trustor to perform any of these obligations, the mortgagee or beneficiary is given the right under the mortgage or deed of trust to perform the obligation itself, at its election, with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary for any sums expended by the mortgagee or beneficiary on behalf of the trustor. All sums so expended by the mortgagee or beneficiary become part of the indebtedness secured by the mortgage or deed of trust.

The form of mortgage or deed of trust used by many institutional lenders typically requires the mortgagor or trustor to obtain the consent of the mortgagee or beneficiary in respect of actions affecting the mortgaged property, including, without limitation, leasing activities (including new leases and termination or modification of existing leases), alterations and improvements to buildings forming a part of the mortgaged property, and management and leasing agreements for the mortgaged property. Tenants will often refuse to execute a lease unless the mortgagee or beneficiary executes a written agreement with the tenant not to disturb the tenant’s possession of its premises in the event of a foreclosure. A senior mortgagee or beneficiary may, unless the mortgage loan provides otherwise, refuse to consent to matters approved by a junior mortgagee or beneficiary with the result that the value of the security for the junior mortgage or deed of trust is diminished. For example, a senior mortgagee or beneficiary may decide not to approve a lease or to refuse to grant to a tenant a non-disturbance agreement. If, as a result, the lease is not executed, the value of the mortgaged property may be diminished.

-53-

Foreclosure

Foreclosure of a mortgage is generally accomplished by judicial action initiated by the service of legal pleadings upon all necessary parties having an interest in the real property. Delays in completion of foreclosure may occasionally result from difficulties in locating the necessary parties. When the mortgagee’s right to foreclose is contested, the legal proceedings necessary to resolve the issue can be time consuming. A judicial foreclosure may be subject to delays and expenses similarly encountered in other civil litigation and may take several years to complete. At the completion of the judicial foreclosure proceedings, if the mortgagee prevails, the court generally issues a judgment of foreclosure and appoints a referee or other designated official to conduct the sale of the property. The sales are made in accordance with procedures that vary from state to state. The purchaser at such sale acquires the estate or interest in real property covered by the mortgage. If the mortgage covered the tenant’s interest in a lease and leasehold estate, the purchaser will acquire such tenant’s interest subject to the tenant’s obligations under the lease to pay rent and perform other covenants contained in the lease. Generally, state law controls the amount of foreclosure expenses and costs, including attorneys’ fees, which may be recovered by a lender.

The borrower, or any other person having a junior encumbrance on the real estate, may, after acceleration but not after a foreclosure sale has occurred, cure the default by paying the entire amount in arrears plus the costs and expenses incurred in enforcing the obligation.

Foreclosure of a deed of trust is commonly accomplished by a non-judicial trustee’s sale under a specific provision in the deed of trust and/or applicable statutory requirements which authorizes the trustee, generally following a request from the beneficiary/lender, to sell the property at public sale upon any default by the borrower under the terms of the note or deed of trust. A number of states may also require that a lender provide notice of acceleration of a note to the borrower. Notice requirements under a trustee’s sale vary from state to state. In some states, prior to the trustee’s sale the trustee must record a notice of default and send a copy to the borrower-trustor, to any person who has recorded a request for a copy of a notice of default and notice of sale and to any successor in interest to the trustor. In addition, the trustee must provide notice in some states to any other person having an interest in the real property, including any junior lienholders, and to certain other persons connected with the deed of trust. In some states, the borrower, or any other person having a junior encumbrance on the real estate, may, during a reinstatement period, cure the default by paying the entire amount in arrears plus the costs and expenses (in some states, limited to reasonable costs and expenses) incurred in enforcing the obligation. Generally, state law controls the amount of foreclosure expenses and costs, including attorneys’ fees, which may be recovered by a lender. If the deed of trust is not reinstated, a notice of sale must be posted in a public place and, in most states, published for a specific period of time in one or more newspapers. In addition, some state laws require that a copy of the notice of sale be posted on the property and sent to all parties having an interest in the real property.

In case of foreclosure under either a mortgage or a deed of trust, the sale by the referee or other designated official or by the trustee is often a public sale. However, because of the difficulty a potential buyer at the sale might have in determining the exact status of title to the property subject to the lien of the mortgage or deed of trust and the redemption rights that may exist (see “—Rights of Redemption” below), and because the physical condition and financial performance of the property may have deteriorated during the foreclosure proceedings and/or for a variety of other reasons, a third party may be unwilling to purchase the mortgaged property at the foreclosure sale. Some states require that the lender disclose to potential bidders at a trustee’s sale all known facts materially affecting the value of the property. This disclosure may have an adverse effect on the trustee’s ability to sell the property or the sale price of the property. Potential buyers may further question the prudence of purchasing property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have followed its reasoning. In Durrett and its progeny, the Fifth Circuit and other courts held that the transfer of real property pursuant to a non-collusive, regularly conducted foreclosure sale was subject to the fraudulent transfer provisions of the applicable bankruptcy laws, including the requirement that the price paid for the property constitute “fair consideration”. The reasoning and result of Durrett and its progeny in respect of

-54-

the federal bankruptcy code, as amended from time to time (11 U.S.C.) (the “Bankruptcy Code”) was rejected, however, by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994). The case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett.

For these and other reasons, it is common for the lender to purchase the property from the trustee, referee or other designated official for an amount equal to the lesser of the fair market value of the property and the outstanding principal amount of the indebtedness secured by the mortgage or deed of trust, together with accrued and unpaid interest and the expenses of foreclosure, in which event, if the amount bid by the lender equals the full amount of the debt, interest and expenses, the mortgagee’s debt will be extinguished. Thereafter, subject to the mortgagor’s right in some states to remain in possession during a redemption period, if applicable, the lender will assume the burdens of ownership, including obtaining casualty insurance, paying operating expenses and real estate taxes and making repairs until it can arrange a sale of the property to a third party. Frequently, the lender employs a third party management company to manage and operate the property. The costs of operating and maintaining commercial property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels or nursing or convalescent homes or hospitals may be particularly significant because of the expertise, knowledge and, especially with respect to nursing or convalescent homes or hospitals, regulatory compliance, required to run the operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s (including franchisor’s) perception of the quality of the operations. The lender will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the amount due to the lender in connection with the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Furthermore, an increasing number of states require that any adverse environmental conditions be eliminated before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of remediating a mortgaged property that is environmentally contaminated. See “—Environmental Risks” below. As a result, a lender could realize an overall loss on a mortgage loan even if the related mortgaged property is sold at foreclosure or resold after it is acquired through foreclosure for an amount equal to the full outstanding principal amount of the mortgage loan, plus accrued interest.

In foreclosure proceedings, some courts have applied general equitable principles. These equitable principles are generally designed to relieve the borrower from the legal effect of the borrower’s defaults under the loan documents. Examples of equitable remedies that have been fashioned include judicial requirements that the lender undertake affirmative and expensive actions to determine the causes of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s judgment and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from temporary financial disability. In other cases, courts have limited the right of the lender to foreclose if the default under the mortgage instrument is not monetary, such as the borrower’s failing to maintain adequately the property or the borrower’s executing a second mortgage or deed of trust affecting the property. Finally, some courts have been faced with the issue of whether or not federal or state constitutional provisions reflecting due process concerns for adequate notice require that borrowers under deeds of trust or mortgages receive notices in addition to the statutorily-prescribed minimum notice. For the most part, these cases have upheld the notice provisions as being reasonable or have found that the sale by a trustee under a deed of trust, or under a mortgage having a power of sale, does not involve sufficient state action to afford constitutional protections to the borrower. There may, however, be state transfer taxes due and payable upon obtaining the properties at foreclosure. These taxes could be substantial.

Under the REMIC provisions of the Code (if applicable) and the related Agreement, the Master Servicer or Special Servicer, if any, may be required to hire an independent contractor to operate any REO Property. The costs of the operation may be significantly greater than the costs of direct operation by the Master Servicer or Special Servicer, if any. Under Section 856(e)(3) of the Code, property acquired by foreclosure generally must not be held beyond the close of the third taxable year after the taxable year

-55-

in which the acquisition occurs. With respect to a series of certificates for which an election is made to qualify the Trust Fund or a part of the Trust Fund as a REMIC, the Agreement will permit foreclosed property to be held for more than the time period permitted by Section 856(e)(3) of the Code if the Trustee receives (i) an extension from the Internal Revenue Service or (ii) an opinion of counsel to the effect that holding the property for the period is permissible under the applicable REMIC provisions.

Bankruptcy Issues

Automatic Stay

The Bankruptcy Code may affect the ability to enforce certain rights under a mortgage in the event that a borrower becomes the subject of a bankruptcy or reorganization proceeding under the Bankruptcy Code. Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property of or from a debtor’s estate, which may delay the mortgagee’s exercise of such remedies, including foreclosure, in the event that such borrower becomes the subject of a proceeding under the Bankruptcy Code. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole. Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose out the junior lien.

Sales Free and Clear of Liens

Under Sections 363(b) and (f) of the Bankruptcy Code, a trustee, or a borrower as debtor in possession, may, despite the provisions of the related mortgage to the contrary, sell the related mortgaged property free and clear of all liens, which liens would then attach to the proceeds of such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Post-Petition Credit

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the recent bankruptcy case of General Growth Properties, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level special purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan ultimately did not include these subsidiary guarantees and second liens, we cannot assure you that, in the event of a bankruptcy of a sponsor, the sponsor would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Modification of Lender’s Rights

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount, terms and priority of a mortgage securing a loan to a debtor may be modified under certain circumstances. The amount of the loan secured by the real property may be reduced to the then current value of the property pursuant to a confirmed plan of reorganization or lien avoidance proceeding, thus leaving the lender a secured creditor to the extent of the then current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each monthly payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an

-56-

extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to decelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment in full of the amount due under the original loan. Other types of significant modifications to the terms of the mortgage may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

A trustee in a bankruptcy proceeding may in some cases be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide the borrower with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagees have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors. Federal bankruptcy law also may interfere with the master servicer’s or special servicer’s ability to enforce lockbox requirements.

Leases and Rents

The legal proceedings necessary to resolve the above described bankruptcy issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Federal bankruptcy law may also interfere with or affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called “ipso facto clauses” could limit the ability of the Trustee for a series of certificates to exercise certain contractual remedies with respect to any leases. In addition, under Section 362 of the Bankruptcy Code, a mortgagee may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. For example, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. Rents and leases may also escape an assignment of such rents and leases (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the lender is adequately protected or (v) to the extent the court determines, based on the equities of the case, that the post-petition rents are not subject to the lender’s pre-petition security interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy

-57-

lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income. The Bankruptcy Code has been amended to mitigate this problem with respect to fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels or other lodging facilities. A lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel, motel and other lodging property revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case”. The equities of a particular case may permit the discontinuance of security interests in post petition leases and rents. Unless a court orders otherwise, however, rents and other revenues from the related lodging property generated after the date the bankruptcy petition is filed will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in such mortgaged property and the cash collateral is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally, upon the commencement of the bankruptcy case, would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personality necessary for a security interest to attach to such revenues.

Lease Assumption or Rejection by Tenant

In addition, the Bankruptcy Code generally provides that a trustee or debtor in possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor in possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. However, these remedies may, in fact, be insufficient and the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection in respect of future rent installments are limited to (a) the rent reserved by the lease, without acceleration, for the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the property, plus (b) any unpaid rent due under such lease, without acceleration, on the earlier of such dates.

If the leased premises are located in a “shopping center” as such term has been interpreted under Section 365 of the Bankruptcy Code, the assignee may be required to agree to certain conditions that are protective of the property owner such as compliance with specific lease terms relating to, among other things, exclusivity and the terms of reciprocal easement agreements. However, we cannot assure you that the mortgaged properties (even a mortgaged property identified as a “shopping center” in this prospectus or in the prospectus supplement) would be considered shopping centers by a court considering the question.

-58-

Lease Rejection by Lessor – Tenant’s Rights

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor in possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date. To the extent provided in the related prospectus supplement, the lessee will agree under certain leases to pay all amounts owing under the leases to the Master Servicer without offset. To the extent that the contractual obligation remains enforceable against the lessee, the lessee would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the Bankruptcy Code.

Intercreditor Issues

Additionally, pursuant to subordination or intercreditor agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. We cannot assure you that in the event of the borrower’s bankruptcy, a court will enforce such restrictions against a subordinated lender. In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee’s claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which at least one court has followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender’s objections.

Avoidance Actions

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower under a mortgage loan or to avoid the granting of the liens in the transaction in the first instance, or any replacement liens that arise by operation of law or the security agreement. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain of the other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction. In addition, in a bankruptcy or similar proceeding involving any borrower, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on a mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law.

Generally, under federal law and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance if it was made with actual intent to hinder, delay or defraud creditors, as evidenced by certain “badges” of fraud. It also will be subject to avoidance under certain circumstances as a constructive fraudulent transfer if the transferor did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, cross-collateralization arrangements could be

-59-

challenged as fraudulent transfers by creditors of a borrower in an action brought outside a bankruptcy case or, if the borrower were to become a debtor in a bankruptcy case, by the borrower as a debtor in possession or its bankruptcy trustee. Among other things, a legal challenge to the granting of liens may focus on the benefits realized by the borrower from the mortgage loan proceeds, in addition to the overall cross-collateralization. A lien or other property transfer granted by a borrower to secure repayment of a loan could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property.

Management Agreements

It is likely that any management agreement relating to the Mortgaged Properties constitutes an “executory contract” for purposes of the Bankruptcy Code. Federal bankruptcy law provides generally that rights and obligations under an executory contract of a debtor may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in such contract to such effect or because of certain other similar events. This prohibition on so-called “ipso facto” clauses could limit the ability of the related borrower (or the trustee as its assignee) to exercise certain contractual remedies with respect to a management agreement relating to any such Mortgaged Property. In addition, the Bankruptcy Code provides that a trustee in bankruptcy or debtor-in-possession may, subject to approval of the court, (a) assume an executory contract and (i) retain it or (ii) unless applicable law excuses a party other than the debtor from accepting performance from or rendering performance to an entity other than the debtor, assign it to a third party (notwithstanding any other restrictions or prohibitions on assignment) or (b) reject such contract. In a bankruptcy case of the related property manager, if the related management agreement(s) were to be assumed, the trustee in bankruptcy on behalf of such property manager, or such property manager as debtor-in-possession, or the assignee, if applicable, must cure any defaults under such agreement(s), compensate the borrower for its losses and provide the borrower with “adequate assurance” of future performance. Such remedies may be insufficient, however, as the related borrower may be forced to continue under a management agreement with a manager that is a poor credit risk or an unfamiliar manager if a management agreement was assigned (if applicable state law does not otherwise prevent such an assignment), and any assurances provided to the borrower may, in fact, be inadequate. If a management agreement is rejected, such rejection generally constitutes a breach of the executory contract immediately before the date of the filing of the petition. As a consequence, the related borrower generally would have only an unsecured claim against the related property manager for damages resulting from such breach, which could adversely affect the security for the Certificates.

Certain of the Borrowers May Be Partnerships

The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a

-60-

general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described in this prospectus with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective Mortgaged Property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the Mortgaged Property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the Trustee to exercise remedies with respect to the Mortgaged Property. However, such an occurrence should not affect the Trustee’s status as a secured creditor with respect to the borrower or its security interest in the Mortgaged Property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a special purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are special purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a special purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be special purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Single Purpose Entity Covenants and Substantive Consolidation

Although the borrowers under the mortgage loans included in a Trust Fund may be special purpose entities, special purpose entities can become debtors in bankruptcy under various circumstances. For example, in the recent bankruptcy case of In re General Growth Properties, Inc. 409 B.R. 43 (Bankr. S.D.N.Y. 1999), notwithstanding that such subsidiaries were special purpose entities with independent directors, numerous property-level, special purpose subsidiaries were filed for bankruptcy protection by their parent entity. Nonetheless, the United States Bankruptcy Court for the Southern District of New York denied various lenders’ motions to dismiss the special purpose entity subsidiaries’ cases as bad faith filings. In denying the motions, the bankruptcy court stated that the fundamental and bargained for creditor protections embedded in the special purpose entity structures at the property level would remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the lenders’ interest in their collateral and protection against the substantive consolidation of the property-level debtors with any other entities.

The moving lenders in the General Growth case had argued that the 20 property-level bankruptcy filings were premature and improperly sought to restructure the debt of solvent entities for the benefit of equity holders. However, the Bankruptcy Code does not require that a voluntary debtor be insolvent or unable to pay its debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were experiencing varying degrees of financial distress due to factors such as cross defaults, a need to refinance in the near term (i.e., within 1 to 4 years), and other considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor’s basis for filing. In the court’s view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were necessary for the parent’s reorganization. As

-61-

demonstrated in the General Growth Properties bankruptcy case, although special purpose entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in bankruptcy under various circumstances.

Generally, pursuant to the doctrine of substantive consolidation, a bankruptcy court, in the exercise of its broad equitable powers, has the authority to order that the assets and liabilities of a borrower be substantively consolidated with those of an affiliate (i.e., even a non-debtor), including for the purposes of making distributions under a plan of reorganization or liquidation. Thus, property that is ostensibly the property of a borrower may become subject to the bankruptcy case of an affiliate, the automatic stay applicable to such bankrupt affiliate may be extended to a borrower, and the rights of creditors of a borrower may become impaired. Substantive consolidation is generally viewed as an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making the solvent company’s assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. The interrelationship among a borrower and other affiliates may pose a heightened risk of substantive consolidation and other bankruptcy risks in the event that any one or more of them were to become a debtor under the Bankruptcy Code. In the event of the bankruptcy of the applicable parent entities of any borrower, the assets of such borrower may be treated as part of the bankruptcy estates of such parent entities. In addition, in the event of the institution of voluntary or involuntary bankruptcy proceedings involving a borrower and certain of its affiliates, to serve judicial economy, it is likely that a court would jointly administer the respective bankruptcy proceedings. Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to substantively consolidate the assets of such borrowers with those of the parent.

State Law Limitations on Lenders

In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property from the foreclosure sale. In some states, redemption may occur only upon payment of the entire principal balance of the loan, accrued interest and expenses of foreclosure. In some states, redemption may be authorized even if the former borrower pays only a portion of the sums due. The effect of these types of statutory rights of redemption is to diminish the ability of the lender to sell the foreclosed property. The rights of redemption would defeat the title of any purchaser from the lender subsequent to foreclosure or sale under a deed of trust. Consequently, the practical effect of the redemption right is to force the lender to retain the property and pay the expenses of ownership until the redemption period has run. See “—Rights of Redemption” below.

Certain states have imposed statutory prohibitions against or limitations on recourse to the borrower. For example, some state statutes limit the right of the beneficiary or mortgagee to obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust. A deficiency judgment is a personal judgment against the former borrower equal in most cases to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes require the beneficiary or mortgagee to exhaust the security afforded under a deed of trust or mortgage by foreclosure in an attempt to satisfy the full debt before bringing a personal action against the borrower on the debt without first exhausting the security. In some states, the lender, if it first pursues judgment through a personal action against the borrower on the debt, may be deemed to have elected a remedy and may then be precluded from exercising remedies with respect to the security. Consequently, the practical effect of the election requirement, when applicable, is that lenders will usually proceed first against the property encumbered by the mortgage or deed of trust rather than bringing personal action against the borrower. Other statutory provisions limit any deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment against the former borrower as a result of low bids or the absence of bids at the judicial sale. See “—Anti-Deficiency Legislation” below.

-62-

Environmental Risks

Real property pledged as security to a lender may be subject to unforeseen environmental risks. Of particular concern may be those mortgaged properties which are, have been the site of, or are located near other properties that have been the site of, manufacturing, industrial or disposal activity. Such environmental risks may give rise to (a) a diminution in value of property securing any mortgage loan or, (b) in certain circumstances as more fully described below, liability for cleanup costs or other remedial actions, and for natural resource damages, at such property, which liabilities could exceed the value of such property or the principal balance of the related mortgage loan. In certain circumstances, a lender may choose not to foreclose on contaminated property rather than risk incurring liability for remedial actions.

Environmental reports are generally prepared for mortgaged properties that will be included in each mortgage pool. The environmental reports will generally be prepared pursuant to the American Society for Testing and Materials standard for a “Phase I” environmental assessment unless otherwise specified in the related prospectus supplement. In addition to the Phase I standards, many of the environmental reports will include additional research, such as limited sampling for asbestos containing material, lead based paint, and radon, depending upon the property use and/or age. Additionally, as needed pursuant to American Society for Testing and Materials standards, supplemental “Phase II” site investigations will have been completed for some mortgaged properties to evaluate further certain environmental issues. Phase II investigation consists of sampling and/or testing.

Except as set forth below and in the related prospectus supplement, none of the environmental assessments revealed any material adverse condition or circumstance at any mortgaged property except for those:

· in which the adverse conditions were remediated or abated before the origination date of the related mortgage loan or date the related certificates are issued;

· in which an operations and maintenance plan or periodic monitoring of the mortgaged property or nearby properties will be in place or recommended;

· for which an escrow, guaranty or letter of credit for the remediation will have been established pursuant to the terms of the related mortgage loan;

· for which an environmental insurance policy will have been obtained from a third party insurer;

· for which the principal of the borrower or another financially responsible party will have provided an indemnity or will have been required to take, or will be liable for the failure to take, such actions, if any, with respect to such matters as will have been required by the applicable governmental authority or recommended by the environmental assessments;

· for which such conditions or circumstances will have been investigated further and the environmental consultant will have recommended no further action or remediation;

· as to which the borrower or other responsible party will have obtained a “no further action” letter or other evidence that governmental authorities would not be requiring further action or remediation;

· that would not require substantial cleanup, remedial action or other extraordinary response under environmental laws;

· involving radon; or

· in which the related borrower will have agreed to seek a “case closed” or similar status for the issue from the applicable governmental agency.

-63-

In certain cases, the identified condition was related to the presence of asbestos containing materials, lead based paint and/or radon. Where these substances were present, the environmental consultant generally recommended, and the borrower was generally required to establish an operation and maintenance plan to address the issue or, in some cases involving asbestos containing materials and lead based paint, an abatement or removal program. Other identified conditions could, for example, include leaks from storage tanks and on site spills. Corrective action, as required by the regulatory agencies, has been or is currently being undertaken and, in some cases, the related borrowers have made deposits into environmental reserve accounts. However, we cannot assure you that any environmental indemnity, insurance, letter of credit, guaranty or reserve amounts will be sufficient to remediate the environmental conditions or that all environmental conditions have been identified or that operation and maintenance plans will be put in place and/or followed.

Problems associated with mold may pose risks to the real property and may also be the basis for personal injury claims against a borrower. Although the mortgaged properties will be required to be inspected periodically, there is no set of generally accepted standards for the assessment of mold currently in place. If left unchecked, the growth of mold could result in the interruption of cash flow, litigation and remediation expenses which could adversely impact collections from a mortgaged property.

Under the laws of certain states, failure to perform any investigative and/or remedial action required or demanded by the state of any condition or circumstance that (i) may pose an imminent or substantial endangerment to the human health or welfare or the environment, (ii) may result in a release or threatened release of any hazardous material or hazardous substance, or (iii) may give rise to any environmental claim or demand (each condition or circumstance, an “Environmental Condition”) may give rise to a lien on the property to ensure the reimbursement of investigative and/or remedial costs incurred by the federal or state government. In several states, the lien has priority over the lien of an existing mortgage against the property. In any case, the value of a Mortgaged Property as collateral for a mortgage loan could be adversely affected by the existence of an Environmental Condition.

It is unclear as to whether and under what circumstances cleanup costs, or the obligation to take remedial actions, can be imposed on a secured lender such as a Trust Fund with respect to each series. Under the laws of some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), a secured lender such as a Trust Fund may be liable as an “owner or operator” for costs of addressing releases or threatened releases of hazardous substances on a mortgaged property if such lender or its agents or employees have participated in the management of the operations of the borrower, even though the environmental damage or threat was caused by a prior owner or other third party. Excluded from CERCLA’s definition of “owner or operator”, however, is a person “who without participating in the management of a ... facility, holds indicia of ownership primarily to protect his security interest” (the “Secured-Creditor Exemption”). This exemption for holders of a security interest such as a secured lender applies only when the lender seeks to protect its security interest in the contaminated facility or property. Thus, if a lender’s activities begin to encroach on the actual management of such facility or property, the lender faces potential liability as an “owner or operator” under CERCLA. Similarly, when a lender forecloses and takes title to a contaminated facility or property (whether it holds the facility or property as an investment or leases it to a third party), under some circumstances the lender may incur potential CERCLA liability.

Notwithstanding the Secured-Creditor Exemption, a lender may be held liable under CERCLA as an owner or operator, if the lender or its employees or agents participate in management of the property. The Asset Conservation, Lender Liability, and Deposit Insurance Protection Act of 1996 (the “Lender Liability Act”) defines the term “participating in management” to impose liability on a secured lender who exercises actual control over operational aspects of the facility; however, the terms and conditions of the Lender Liability Act have not been fully clarified by the courts. A number of environmentally related activities before the loan is made and during its pendency, as well as “workout” steps to protect a security interest, are identified as permissible to protect a security interest without triggering liability. The Lender Liability Act also identifies the circumstances in which foreclosure and post-foreclosure activities will not trigger CERCLA liability.

-64-

Amendments to CERCLA help clarify the actions that may be undertaken by a lender holding security in a contaminated facility without exceeding the bounds of the Secured-Creditor Exemption. In addition, under the amendments, a lender continues to be protected from CERCLA liability as an “owner or operator” after foreclosure as long as it seeks to divest itself of the facility at the earliest practicable commercially reasonable time on commercially reasonable terms, taking into account market conditions and legal and regulatory requirements. However, the protections afforded lenders under the amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the Secured-Creditor Exemption does not necessarily affect the potential for liability in actions under other federal or state laws which may impose liability on “owners or operators” but do not incorporate the Secured-Creditor Exemption.

The Lender Liability Act also amends the federal Solid Waste Disposal Act to limit the liability of lenders holding a security interest for costs of cleaning up contamination for underground storage tanks. However, the Lender Liability Act has no effect on other federal or state environmental laws similar to CERCLA that may impose liability on lenders and other persons, and not all of those laws provide for an exemption similar to the Secured-Creditor Exemption. Liability under many of these laws may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of the property through foreclosure, deed in lieu of foreclosure, or otherwise. Moreover, the liability is not limited to the original or unamortized principal balance of a loan or to the value of a property securing a loan.

At the time the mortgage loans were originated, it is possible that no environmental assessment or a very limited environmental assessment of the Mortgaged Properties was conducted.

The related Agreement will provide that the Master Servicer or the Special Servicer, if any, acting on behalf of the Trust Fund, may not acquire title to, or possession of, a Mortgaged Property underlying a mortgage loan, take over its operation or take any other action that might subject a given Trust Fund to liability under CERCLA or comparable laws unless the Master Servicer or Special Servicer, if any, has previously determined, based upon a Phase I environmental site assessment (as described below) or other specified environmental assessment prepared by a person who regularly conducts the environmental assessments, that the Mortgaged Property is in compliance with applicable environmental laws and that there are no circumstances relating to use, management or disposal of any hazardous materials for which investigation, monitoring, containment, clean-up or remediation could be required under applicable environmental laws, or that it would be in the best economic interest of a given Trust Fund to take any actions as are necessary to bring the Mortgaged Property into compliance with those laws or as may be required under the laws. A Phase I environmental site assessment generally involves identification of recognized environmental conditions (as defined in Guideline E1527-00 of the American Society for Testing and Materials Guidelines) and/or historic recognized environmental conditions (as defined in Guideline E1527-00 of the American Society for Testing and Materials Guidelines) based on records review, site reconnaissance and interviews, but does not involve a more intrusive investigation such as sampling or testing of materials. This requirement effectively precludes enforcement of the security for the related mortgage loan until a satisfactory environmental assessment is obtained or any required remedial action is taken, reducing the likelihood that a given Trust Fund will become liable for any Environmental Condition affecting a Mortgaged Property, but making it more difficult to realize on the security for the mortgage loan. However, we cannot assure you that any environmental assessment obtained by the Master Servicer or the Special Servicer, if any, will detect all possible Environmental Conditions or that the other requirements of the Agreement, even if fully observed by the Master Servicer and the Special Servicer, if any, will in fact insulate a given Trust Fund from liability for Environmental Conditions.

If a lender is or becomes liable for clean-up costs, it may bring an action for contribution against the current owners or operators, the owners or operators at the time of on-site disposal activity or certain other parties who may have contributed to or exacerbated the environmental hazard, but those persons or entities may be bankrupt or otherwise judgment proof. Furthermore, such action against the borrower may be adversely affected by the limitations on recourse in the related loan documents. Similarly, in some states anti-deficiency legislation and other statutes requiring the lender to exhaust its security before

-65-

bringing a personal action against the borrower-trustor (see “—Anti-Deficiency Legislation” below) may curtail the lender’s ability to recover from its borrower the environmental clean-up and other related costs and liabilities incurred by the lender. Shortfalls occurring as the result of imposition of any clean-up costs will be addressed in the prospectus supplement and Agreement for the related series.

Rights of Redemption

In some states, after a foreclosure sale pursuant to a deed of trust or a mortgage, the borrower and certain foreclosed junior lienors are given a statutory period in which to redeem the property from the foreclosure sale. In some states, redemption may occur only upon payment of the entire principal balance of the loan, accrued interest and expenses of foreclosure. In other states, redemption may be authorized if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property. The right of redemption would defeat the title of any purchaser at a foreclosure sale or any purchaser from the lender subsequent to a foreclosure sale or sale under a deed of trust. Certain states permit a lender to avoid a post-sale redemption by waiving its right to a deficiency judgment. Consequently, the practical effect of the post-foreclosure redemption right is often to force the lender to retain the property and pay the expenses of ownership until the redemption period has run. Whether the lender has any rights to recover these expenses from a borrower who redeems the property depends on the applicable state statute. The related prospectus supplement will contain a description of state specific provisions that may be material to investors for states where Mortgaged Properties securing a substantial principal amount of mortgage loans backing a particular series are located. In some states, there is no right to redeem property after a trustee’s sale under a deed of trust.

Junior Mortgages; Rights of Senior Mortgagees

The mortgage loans for a series may include mortgage loans secured by mortgages or deeds of trust some of which are junior to other mortgages or deeds of trust, some of which may be held by other lenders or institutional investors. The rights of the Trust Fund (and therefore the Certificateholders), as mortgagee under a junior mortgage or beneficiary under a junior deed of trust, are subordinate to those of the mortgagee under the senior mortgage or beneficiary under the senior deed of trust, including the prior rights of the senior mortgagee to receive hazard insurance and condemnation proceeds and to cause the property securing the mortgage loan to be sold upon default of the borrower or trustor, and as a result, extinguishing the junior mortgagee’s or junior beneficiary’s lien unless the junior mortgagee or junior beneficiary asserts its subordinate interest in the property in foreclosure litigation and, possibly, satisfies the defaulted senior mortgage or deed of trust. As discussed more fully below, a junior mortgagee or junior beneficiary may satisfy a defaulted senior loan in full and, in some states, may cure the default and loan. In most states, no notice of default is required to be given to a junior mortgagee or junior beneficiary, and junior mortgagees or junior beneficiaries are seldom given notice of defaults on senior mortgages. However, in order for a foreclosure action in some states to be effective against a junior mortgagee or junior beneficiary, the junior mortgagee or junior beneficiary must be named in any foreclosure action, thus giving notice to junior lienors of the pendency of the foreclosure action on the senior mortgage.

Anti-Deficiency Legislation

Some of the mortgage loans for a series will be nonrecourse loans as to which, in the event of default by a borrower, recourse may be had only against the specific property which secures the related mortgage loan and not against the borrower’s other assets. Even if recourse is available pursuant to the terms of the mortgage loan against the borrower’s assets in addition to the Mortgaged Property, certain states have imposed statutory prohibitions which impose prohibitions against or limitations on the recourse. For example, some state statutes limit the right of the beneficiary or mortgagee to obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust. A deficiency judgment is a personal judgment against the former borrower equal in most cases to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes require the beneficiary or mortgagee to exhaust the security afforded under a deed

-66-

of trust or mortgage by foreclosure in an attempt to satisfy the full debt before bringing a personal action against the borrower. In certain states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting the security; however, in some of these states, the lender, following judgment on the personal action, may be deemed to have elected a remedy and absent judicial permission, may be precluded from exercising remedies with respect to the security. Consequently, the practical effect of the election requirement, when applicable, is that lenders will usually proceed first against the security rather than bringing a personal action against the borrower. Other statutory provisions limit any deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment against the former borrower as a result of low bids or the absence of bids at the judicial sale. Also, the enforcement of remedial actions in one state may adversely affect the enforcement of remedial actions in other states.

Statutory Liabilities

The Internal Revenue Code of 1986, as amended, provides priority to certain tax liens over the lien of mortgages. In addition, substantive requirements are imposed upon mortgage lenders in connection with the origination and the servicing of mortgage loans by numerous federal and some state consumer protection laws. These federal laws impose specific statutory liabilities upon lenders who originate mortgage loans and who fail to comply with the provisions of the law. In some cases, this liability may affect assignees of the mortgage loans.

Enforceability of Certain Provisions

Prepayment Provisions

Courts generally enforce claims requiring prepayment fees unless enforcement would, under the circumstances, be unconscionable. However, the laws of certain states may render prepayment fees unenforceable after a mortgage loan has been outstanding for a certain number of years, or may limit the amount of any prepayment fee to a specified percentage of the original principal amount of the mortgage loan, to a specified percentage of the outstanding principal balance of a mortgage loan, or to a fixed number of months’ interest on the prepaid amount. In certain states, prepayment fees payable on default or other involuntary acceleration of a mortgage loan may not be enforceable against the mortgagor. Some state statutory provisions may also treat certain prepayment fees as usurious if in excess of statutory limits. See “—Applicability of Usury Laws” below. Some of the mortgage loans for a series may not require the payment of specified fees as a condition to prepayment or these requirements have expired, and to the extent some mortgage loans do require these fees, these fees may not necessarily deter borrowers from prepaying their mortgage loans.

Due-on-Sale Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related Mortgaged Property. The ability of lenders and their assignees and transferees to enforce due-on-sale clauses was addressed by Congress when it enacted the Garn-St Germain Depository Institutions Act of 1982 (the “Garn-St Germain Act”). The legislation, subject to certain exceptions, provides for federal preemption of all state restrictions on the enforceability of due-on-sale clauses. Although the Garn-St Germain Act provides that due-on-sale clauses are enforceable, the Garn-St Germain Act states that a mortgagee is “encouraged” to permit an assumption of a loan at the existing mortgage rate of interest or at some other rate less than the average of the mortgage rates and the market rate. Therefore, subject to those limitations, a master servicer may have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, whether or not the master servicer can demonstrate that the transfer threatens its security interest in the property.

-67-

Unless otherwise specified in the related prospectus supplement, the Agreement for each series will provide that if any mortgage loan contains a provision in the nature of a “due-on-sale” clause, which by its terms provides that: (i) the mortgage loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property; or (ii) the mortgage loan may not be assumed without the consent of the related mortgagee in connection with any sale or other transfer, then, for so long as the mortgage loan is included in the Trust Fund, the Master Servicer, on behalf of the Trustee (on behalf of the trust), shall take actions as it deems to be in the best interest of the Certificateholders in accordance with the servicing standard set forth in the Agreement, and may waive or enforce any due-on-sale clause contained in the related mortgage loan.

In addition, under federal bankruptcy law, due-on-sale clauses may not be enforceable in bankruptcy proceedings and may, under certain circumstances, be eliminated in any modified mortgage resulting from the bankruptcy proceeding.

Acceleration on Default

Some of the mortgage loans for a series will include a “debt acceleration” clause, which permits the lender to accelerate the full debt upon a monetary or nonmonetary default of the borrower. State courts generally will enforce clauses providing for acceleration in the event of a material payment default after giving effect to any appropriate notices. The equity courts of any state, however, may refuse to foreclose a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. Furthermore, in some states, the borrower may avoid foreclosure and reinstate an accelerated loan by paying only the defaulted amounts and the costs and attorneys’ fees incurred by the lender in collecting the defaulted payments.

Forms of notes, mortgages and deeds of trust used by lenders may contain provisions obligating the borrower to pay a late charge if payments are not timely made. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments.

Upon foreclosure, courts have applied general equitable principles. These equitable principles are generally designed to relieve the borrower from the legal effect of its defaults under the loan documents. Examples of judicial remedies that have been fashioned include judicial requirements that the lender undertake affirmative and expensive actions to determine the causes of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s judgment and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from temporary financial disability. In other cases, courts have limited the right of the lender to foreclose if the default under the mortgage instrument is not monetary, such as the borrower’s failing to maintain adequately the property or the borrower’s executing a second mortgage or deed of trust affecting the property. Finally, some courts have been faced with the issue of whether or not federal or state constitutional provisions reflecting due process concerns for adequate notice require that borrowers under deeds of trust or mortgages receive notices in addition to the statutorily-prescribed minimum. For the most part, these cases have upheld the notice provisions as being reasonable or have found that the sale by a trustee under a deed of trust, or by a mortgagee under a mortgage having a power of sale, does not involve sufficient state action to afford constitutional protections to the borrower.

Servicemembers Civil Relief Act

Generally, under the terms of the Servicemembers Civil Relief Act (the “Relief Act”), a borrower who enters military service after the origination of the borrower’s mortgage loan, including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan, upon notification by the borrower, shall not be charged interest, including fees and charges, in excess of 6% per annum during the period of the borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any interest in excess of 6%, unless a court or administrative agency orders otherwise upon application of the lender. In addition, the Relief Act provides broad discretion for a court to modify a

-68-

mortgage loan upon application by the borrower. The Relief Act applies to borrowers who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard, and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. The California Military and Veterans Code (“California Military Code”) provides protection equivalent to that provided by the Relief Act to California national guard members called up to active service by the Governor, California national guard members called up to active service by the President and reservists called to active duty. Because the Relief Act and the California Military Code apply to borrowers who enter military service, no information can be provided as to the number of mortgage loans that may be affected by the Relief Act or the California Military Code. Application of the Relief Act or the California Military Code would adversely affect, for an indeterminate period of time, the ability of the master servicer to collect full amounts of interest on certain of the mortgage loans.

Any shortfalls in interest collections resulting from the application of the Relief Act or the California Military Code would result in a reduction of the amounts distributable to the holders of the related series of securities, and the prospectus supplement may specify that the shortfalls would not be covered by advances or, any form of credit support provided in connection with the securities. In addition, the Relief Act and the California Military Code impose limitations that impair the ability of the master servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three month period after that period. Thus, if a mortgage loan goes into default, there may be delays and losses occasioned as a result.

Forfeitures in Drug and RICO Proceedings

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, are subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (a) its Mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the lender, at the time of the execution of the Mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”). Any of the Depositor, the issuing entity, the underwriters, the Master Servicer, the Special Servicer, the Trustee or the certificate administrator could be requested or required to obtain certain assurances from prospective investors intending to purchase certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. It is the policy of the Depositor, the issuing entity, the underwriters, the Master Servicer, the Special Servicer, the Trustee and the certificate administrator to comply with Requirements to which they are or may become subject and to interpret such Requirements broadly in favor of disclosure. Failure to honor any request by the Depositor, the issuing entity, the underwriters, the Master Servicer, the Special Servicer, the Trustee or the certificate administrator to provide requested information or take such other actions as may be necessary or advisable for the Depositor, the issuing entity, the underwriters, the Master Servicer, the Special Servicer, the Trustee or the certificate administrator to comply with any Requirements, related legal process or

-69-

appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s certificates. In addition, each of the Depositor, the issuing entity, the underwriters, the Master Servicer, the Special Servicer, the Trustee and the certificate administrator intends to comply with the U.S. Bank Secrecy Act, the Patriot Act and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection therewith.

Applicability of Usury Laws

State and federal usury laws limit the interest that lenders are entitled to receive on a mortgage loan. In determining whether a given transaction is usurious, courts may include charges in the form of “points” and “fees” as “interest”, but may exclude payments in the form of “reimbursement of foreclosure expenses” or other charges found to be distinct from “interest”. If, however, the amount charged for the use of the money loaned is found to exceed a statutorily established maximum rate, the loan is generally found usurious regardless of the form employed or the degree of overcharge. Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980, enacted in March 1980 (“Title V”), provides that state usury limitations shall not apply to certain types of residential (including multifamily but not other commercial) first mortgage loans originated by certain lenders after March 31, 1980. A similar federal statute was in effect with respect to mortgage loans made during the first three months of 1980. The statute authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

In any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges is adopted, no mortgage loan originated after the date of the state action will be eligible for inclusion as part of a Trust Fund unless (i) the mortgage loan provides for the interest rate, discount points and charges as are permitted in the state or (ii) the mortgage loan provides that its terms shall be construed in accordance with the laws of another state under which the interest rate, discount points and charges would not be usurious and the mortgagor’s counsel has rendered an opinion that the choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or imposes a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Alternative Mortgage Instruments

Alternative mortgage instruments, including adjustable rate mortgage loans, originated by non-federally chartered lenders have historically been subjected to a variety of restrictions. The restrictions differed from state to state, resulting in difficulties in determining whether a particular alternative mortgage instrument originated by a state-chartered lender was in compliance with applicable law. These difficulties were alleviated substantially as a result of the enactment of Title VIII of the Garn-St Germain Act (“Title VIII”). Title VIII provides that, notwithstanding any state law to the contrary, state-chartered banks may originate alternative mortgage instruments in accordance with regulations promulgated by the Comptroller of the Currency with respect to origination of alternative mortgage instruments by national banks, state-chartered credit unions may originate alternative mortgage instruments in accordance with regulations promulgated by the National Credit Union Administration with respect to origination of alternative mortgage instruments by federal credit unions, and all other non-federally chartered housing creditors, including state-chartered savings and loan associations, state-chartered savings banks and mortgage banking companies, may originate alternative mortgage

-70-

instruments in accordance with the regulations promulgated by the Federal Home Loan Bank Board (now the Office of Thrift Supervision) with respect to origination of alternative mortgage instruments by federal savings and loan associations. Title VIII provides that any state may reject applicability of the provision of Title VIII by adopting, prior to October 15, 1985, a law or constitutional provision expressly rejecting the applicability of the provisions. Certain states have taken the action.

Leases and Rents

Some of the mortgage loans for a series may be secured by an assignment of leases and rents, either through a separate document of assignment or as incorporated in the related mortgage. Under the assignments, the borrower under the mortgage loan typically assigns its right, title and interest as landlord under each lease and the income derived from the lease to the lender, while retaining a license to collect the rents for so long as there is no default under the mortgage loan. In the event the borrower defaults, the license terminates and the lender may be entitled to collect rents. The manner of perfecting the lender’s interest in rents may depend on whether the borrower’s assignment was absolute or one granted as security for the loan. Failure to properly perfect the lender’s interest in rents may result in the loss of a substantial pool of funds which could otherwise serve as a source of repayment for the loan. Some state laws may require that to perfect its interest in rents, the lender must take possession of the property and/or obtain judicial appointment of a receiver before becoming entitled to collect the rents. Lenders that actually take possession of the property, however, may incur potentially substantial risks attendant to being a mortgagee in possession. The risks include liability for environmental clean-up costs and other risks inherent to property ownership. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. In the event of borrower default, the amount of rent the lender is able to collect from the tenants can significantly affect the value of the lender’s security interest.

Secondary Financing; Due-on-Encumbrance Provisions

Some of the mortgage loans for a series may not restrict secondary financing, permitting the borrower to use the Mortgaged Property as security for one or more additional loans. Some of the mortgage loans may preclude secondary financing (often by permitting the first lender to accelerate the maturity of its loan if the borrower further encumbers the Mortgaged Property) or may require the consent of the senior lender to any junior or substitute financing; however, the provisions may be unenforceable in certain jurisdictions under certain circumstances. Unless otherwise specified in the related prospectus supplement, the Agreement for each series will provide that if any mortgage loan contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms: (i) provides that the mortgage loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property; or (ii) requires the consent of the related mortgagee to the creation of any lien or other encumbrance on the related Mortgaged Property, then for so long as the mortgage loan is included in a given Trust Fund, the Master Servicer or, if the mortgage loan is a Specially Serviced Mortgage Loan, the Special Servicer (or the other party as indicated in the Agreement), on behalf of the Trust Fund, shall exercise (or decline to exercise) any right it may have as the mortgagee of record with respect to the mortgage loan (x) to accelerate the payments on the mortgage loan, or (y) to withhold its consent to the creation of any lien or other encumbrance, in a manner consistent with the servicing standard set forth in the Agreement.

Where the borrower encumbers the Mortgaged Property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Second, acts of the senior lender which prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent an existing junior lender is prejudiced or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with, delay and in certain circumstances even prevent the taking of action by the senior lender. Fourth, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

-71-

Certain Laws and Regulations

The Mortgaged Properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any failure) could result in material diminution in the value of a Mortgaged Property which could, together with the possibility of limited alternative uses for a particular Mortgaged Property (e.g., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan.

Type of Mortgaged Property

The lender may be subject to additional risk depending upon the type and use of the Mortgaged Property in question. For instance, Mortgaged Properties which are hospitals, nursing homes or convalescent homes may present special risks to lenders in large part due to significant governmental regulation of the operation, maintenance, control and financing of health care institutions. Mortgages on Mortgaged Properties which are owned by the borrower under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged Properties which are hotels or motels may present additional risk to the lender in that: (i) hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be terminable by the franchisor, manager or operator; and (ii) the transferability of the hotel’s operating, liquor and other licenses to the entity acquiring the hotel either through purchase or foreclosure is subject to the vagaries of local law requirements. In addition, Mortgaged Properties which are multifamily residential properties or cooperatively owned multifamily properties may be subject to rent control laws, which could impact the future cash flows of the properties.

Americans With Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated under the Act (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable”. In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, the altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose the requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Terrorism Insurance Program

The Terrorism Risk Insurance Act of 2002 established the Terrorism Insurance Program. On December 26, 2007, the Terrorism Insurance Program was extended and amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 through December 31, 2014 and was reauthorized and amended on January 12, 2015 until December 31, 2020 under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (as amended, “TRIPRA”).

The Terrorism Insurance Program is administered by the Secretary of the Treasury and provides some financial assistance from the United States Government to insurers in the event of another terrorist attack that results in an insurance claim. The program applies to United States risks only and to acts that are committed by an individual or individuals as an effort to influence or coerce United States civilians or the United States Government. The Terrorism Insurance Program does not cover nuclear, biological, chemical or radiological attacks.

-72-

In addition, no compensation is payable under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed a specified threshold, which is $100 million in 2015, subject to annual $20 million increases until the threshold is equal to $200 million. As a result, unless the borrowers obtain separate coverage for events that do not meet these thresholds (which coverage may not be required by the related loan documents and may not otherwise be obtainable), such events would not be covered.

Under the Terrorism Insurance Program, the federal share of compensation will be equal to 85% in 2015, subject to annual decreases of 1% until equal to 80%, of the portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year (which insurer deductible was fixed by TRIPRA at 20% of an insurer’s direct earned premium for any program year). The federal share in the aggregate in any program year may not exceed $100 billion (with the insurers being liable for any amount that exceeds this cap).

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

The following represents the opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, as to the matters discussed in this section. The following is a discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the Certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. Further, the authorities on which this discussion is based, and the opinions referred to below, are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the Treasury. Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certificates.

For purposes of this discussion, where the related prospectus supplement provides for a retention of a portion of the interest payments on the mortgage loans underlying a series of certificates, references to the Mortgage will be deemed to refer to that portion of the mortgage loans held by the Trust Fund which does not include the retained interest payments. References to a “holder” or “Certificateholder” in this discussion generally mean the beneficial owner of a certificate.

This discussion addresses the federal income tax consequences of the treatment of the Trust Fund as a REMIC under “—Federal Income Tax Consequences for REMIC Certificates” below and as a grantor trust under “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made” below.

Federal Income Tax Consequences For REMIC Certificates

General

With respect to a particular series of certificates, an election may be made to treat the Trust Fund or one or more segregated pools of assets in the Trust Fund as one or more REMICs within the meaning of Code Section 860D. A Trust Fund or a portion of a Trust Fund as to which a REMIC election will be made will be referred to as a “REMIC Pool”. For purposes of this discussion, certificates of a series as to which one or more REMIC elections are made are referred to as “REMIC Certificates” and will consist of one or more classes of “Regular Certificates” and one class of “Residual Certificates” in the case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP has rendered its opinion that, assuming (i) the making of a timely election, (ii) compliance with all provisions of the applicable

-73-

Agreement and (iii) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations, each REMIC Pool will qualify as a REMIC. The Regular Certificates will be considered to be “regular interests” in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certificates will be considered to be “residual interests” in the REMIC Pool. The prospectus supplement for each series of certificates will indicate whether one or more REMIC elections with respect to the related Trust Fund will be made, in which event references to “REMIC” or “REMIC Pool” in this prospectus shall be deemed to refer to each REMIC Pool. If so specified in the related prospectus supplement, the portion of a Trust Fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made” below. For purposes of this discussion, unless otherwise specified, the term “mortgage loans” will be used to refer to mortgage loans.

Status of REMIC Certificates

REMIC Certificates held by a domestic building and loan association will constitute “a regular or residual interest in a REMIC” within the meaning of Code Section 7701(a)(19)(C)(xi) but only in the same proportion that the assets of the REMIC Pool would be treated as “loans . . . secured by an interest in real property which is . . . residential real property” or “loans secured by an interest in . . . health . . . institutions or facilities, including structures designed or used previously for residential purposes for . . . persons under care” (such as single family or multifamily properties or health-care properties, but not other commercial properties) within the meaning of Code Section 7701(a)(19)(C), and otherwise will not qualify for this treatment. REMIC Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest on the Regular Certificates and income with respect to Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certificates that qualify for this treatment. Where multiple REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Regular Certificates will represent “qualified mortgages”, within the meaning of Code Section 860G(a)(3), for other REMICs. REMIC Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Qualification as a REMIC

In order for a REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulfill an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the “Startup Day”, which for purposes of this discussion is the date of issuance of the REMIC Certificates, and at all times after that date, may consist of assets other than “qualified mortgages” and “permitted investments”. The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement will be met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualified assets. A REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” and must furnish applicable tax information to transferors or agents that violate this requirement. See “—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Disqualified Organizations” below.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to the REMIC Pool on the Startup Day in exchange for regular or residual

-74-

interests, or is either purchased by the REMIC Pool within a three-month period thereafter or represents an increase in the loan advanced to the obligor under its original terms, in each case pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans or participation interests in whole mortgage loans, such as the mortgage loans, certificates of beneficial interest in a grantor trust that holds mortgage loans, regular interests in another REMIC, such as certificates in a trust as to which a REMIC election has been made, loans secured by timeshare interests and loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, in general, (a) the fair market value of the real property security, including its land, buildings and structural components, is at least 80% of the principal balance of the related mortgage loan either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security) or (b) substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan, and (ii) regular interests in another REMIC. If the mortgage loan has been substantially modified other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in (a) of the preceding sentence as of the date of the last modification. A qualified mortgage includes a qualified replacement mortgage, which is any property that would have been treated as a qualified mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either (i) in exchange for any qualified mortgage within a three-month period after the Startup Day or (ii) in exchange for a “defective obligation” within a two-year period after the Startup Day. A “defective obligation” includes (i) a mortgage in default or as to which default is reasonably foreseeable, (ii) a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached, (iii) a mortgage that was fraudulently procured by the mortgagor, and (iv) a mortgage that was not in fact principally secured by real property, but only if the mortgage is disposed of within 90 days of discovery. A mortgage loan that is “defective” as described in clause (iv) that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified mortgage after the 90-day period.

Permitted investments include cash flow investments, qualified reserve assets, and foreclosure property. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualified mortgages pursuant to their terms. A reserve fund will be disqualified if more than 30% of the gross income from the assets in the fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualified mortgages. A reserve fund must be reduced “promptly and appropriately” to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualified mortgage and generally not held beyond the close of the third calendar year beginning after the year in which the property is acquired with an extension that may be granted by the Internal Revenue Service (the “IRS”).

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following: (i) one or more classes of regular interests or (ii) a single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. The specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a

-75-

different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to the interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates with respect to that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for that year and for the following years. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests in that entity. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

If a series of certificates includes Exchangeable Certificates, each class of Exchangeable Certificates will represent beneficial ownership of one or more interests in one or more REMIC regular interests. The related prospectus supplement will specify whether each class of Exchangeable Certificates represents a proportionate or disproportionate interest in each underlying REMIC regular interest. The Exchangeable Certificates will be created, sold and administered pursuant to an arrangement that will be treated as a grantor trust under subpart E, part I of subchapter J of the Code. The tax treatment of Exchangeable Certificates is discussed under “—Tax Treatment of Exchangeable Certificates” below.

Status of Regular Certificates

Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest on the Regular Certificates and income on the Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the Trust Fund would be so treated. For purposes of the foregoing tests, the REMIC Pools are treated as a single REMIC. If at all times 95% or more of the assets of the Trust Fund qualify for each of the foregoing treatments, the Regular Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on Mortgage Loans that are reinvested pending distribution to holders of Regular Certificates qualify for such treatment. Certificates held by a domestic building and loan association will not be treated as “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C). Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Taxation of Regular Certificates

General

In general, interest and original issue discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the “Regular Certificateholder”) as they accrue, and

-76-

principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable to that Regular Certificate (other than accrued market discount not yet reported as income). Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by the Regular Certificateholders.

Original Issue Discount

Certificates on which accrued interest is capitalized and deferred will be, and other classes of Regular Certificates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to the income. The following discussion is based in part on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent the issues are not addressed in the OID Regulations, it is anticipated that the Trustee will apply the methodology described in the Conference Committee Report to the 1986 Act. We cannot assure you that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this section and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate (except to the extent described below with respect to a Regular Certificate on which principal is distributed by random lot (“Random Lot Certificates”)) will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the “stated redemption price at maturity” of the Regular Certificate over its “issue price”. The issue price of a class of Regular Certificates offered pursuant to this prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the Depositor intends to treat the issue price of a class as to which there is no sale of a substantial amount as of the issue date or that is retained by the Depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder of such class for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude the amount from the issue price and to recover it on the first Distribution Date. The stated redemption price at maturity of a Regular Certificate is the sum of all payments provided by the debt instrument other than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below); provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the related prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, it is anticipated that the Trustee will treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an accrual certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of the Regular Certificates includes all distributions of interest as well as principal on the Regular Certificates. Likewise, the Depositor intends to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount (a

-77-

so-called “super-premium” class) as having no qualified stated interest. Where the interval between the issue date and the first Distribution Date on a Regular Certificate is shorter than the interval between subsequent Distribution Dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if the original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. The Conference Committee Report to the 1986 Act provides that the schedule of the distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certificates. The Prepayment Assumption with respect to a series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis OID pro rata as principal payments are received, and the income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “—Election to Treat All Interest Under the Constant Yield Method” below.

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the “daily portions”, as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date of disposition. It is anticipated that the Trustee will treat the monthly period ending on the day before each Distribution Date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related Distribution Date on the Regular Certificate. The Conference Committee Report to the 1986 Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. Other than as discussed below with respect to a Random Lot Certificate, the original issue discount accruing in a full accrual period would be the excess, if any, of (i) the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity, over (ii) the adjusted issue price of the Regular Certificate at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Regular Certificate at the issue date, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period and (iii) the Prepayment Assumption. For these purposes, the adjusted issue price of a Regular Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certificate’s stated redemption price at maturity that were made on the Regular Certificate in the prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certificateholder generally will increase to take into account prepayments on the Regular Certificates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. However, in the case of certain classes of

-78-

Regular Certificates of a series, an increase in prepayments on the mortgage loans can result in both a change in the priority of principal payments with respect to the classes and either an increase or decrease in the daily portions of original issue discount with respect to the classes.

In the case of a Random Lot Certificate, it is anticipated that the Trustee will determine the yield to maturity of the certificate based upon the anticipated payment characteristics of the class as a whole under the Prepayment Assumption. In general, the original issue discount accruing on each Random Lot Certificate in a full accrual period would be its allocable share of the original issue discount with respect to the entire class, as determined in accordance with the preceding paragraph. However, in the case of a distribution in retirement of the entire unpaid principal balance of any Random Lot Certificate (or portion of the unpaid principal balance), (a) the remaining unaccrued original issue discount allocable to the certificate (or to the portion) will accrue at the time of the distribution, and (b) the accrual of original issue discount allocable to each remaining certificate of the class (or the remaining unpaid principal balance of a partially redeemed Random Lot Certificate after a distribution of principal has been received) will be adjusted by reducing the present value of the remaining payments on the class and by reducing the adjusted issue price of the class to the extent of the portion of the adjusted issue price attributable to the portion of the unpaid principal balance of the class that was distributed. The Depositor believes that the foregoing treatment is consistent with the “pro rata prepayment” rules of the OID Regulations, but with the rate of accrual of original issue discount determined based on the Prepayment Assumption for the class as a whole. Investors are advised to consult their tax advisors as to this treatment.

Acquisition Premium

A purchaser of a Regular Certificate at a price greater than its adjusted issue price but less than its remaining stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over the adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, a subsequent purchaser may elect to treat all of the acquisition premium under the constant yield method, as described below under the heading “—Election to Treat All Interest Under the Constant Yield Method” below.

Variable Rate Regular Certificates

Regular Certificates may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally, (i) the issue price does not exceed the original principal balance by more than a specified amount and (ii) the interest compounds or is payable at least annually at current values of (a) one or more “qualified floating rates”, (b) a single fixed rate and one or more qualified floating rates, (c) a single “objective rate”, or (d) a single fixed rate and a single objective rate that is a “qualified inverse floating rate”. A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where the rate is subject to a fixed multiple that is greater than 0.65 but not more than 1.35. The rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly. An objective rate is any rate (other than a qualified floating rate) that is determined using a single fixed formula and that is based on objective financial or economic information, provided that the information is not (i) within the control of the issuer or a related party or (ii) unique to the circumstances of the issuer or a related party. A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified inverse floating rate may nevertheless be an objective rate. A class of Regular Certificates may be issued under this prospectus that provides for interest that is not a fixed rate and also does not have a variable rate under the foregoing rules, for example, a class that bears different rates at different times during the period it is outstanding so that it is considered significantly “front-loaded” or “back-loaded” within the meaning of the OID Regulations. It is possible that this class may be considered to bear “contingent interest” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their

-79-

terms not applicable to Regular Certificates. However, if final regulations dealing with contingent interest with respect to Regular Certificates apply the same principles as existing contingent rules, the regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of these principles could lead to the characterization of gain on the sale of contingent interest Regular Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate treatment of any Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that is tied to current values of a rate that qualifies as a variable rate under the OID Regulations (or the highest, lowest or average of two or more variable rates, including a rate based on the average cost of funds of one or more financial institutions), or a positive or negative multiple of this rate (plus or minus a specified number of basis points), or that represents a weighted average of rates on some or all of the mortgage loans, including a rate that is subject to one or more caps or floors, or (ii) bearing one or more variable rates for one or more periods or one or more fixed rates for one or more periods, and a different variable rate or fixed rate for other periods, qualifies as a regular interest in a REMIC. It is anticipated that the Trustee will treat Regular Certificates that qualify as regular interests under this rule in the same manner as obligations bearing a variable rate for original issue discount reporting purposes.

The amount of original issue discount with respect to a Regular Certificate bearing a variable rate of interest will accrue in the manner described above under “—Original Issue Discount” with the yield to maturity and future payments on the Regular Certificate generally to be determined by assuming that interest will be payable for the life of the Regular Certificate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. It is anticipated that the Trustee will treat the variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, it is anticipated that the Trustee will treat Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans which themselves have fixed or qualified variable rates, as having qualified stated interest. In the case of adjustable rate mortgage loans, the applicable index used to compute interest on the mortgage loans in effect on the pricing date (or possibly the issue date) will be deemed to be in effect over the life of the mortgage loans beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount or ordinary income reportable to reflect the interest rate on the Regular Certificates.

Market Discount

A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Certificate (i) is exceeded by the then-current principal amount of and non-qualified stated interest payments due on the Regular Certificate or (ii) in the case of a Regular Certificate having original issue discount, is exceeded by the adjusted issue price of the Regular Certificate at the time of purchase. Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Certificate as distributions includible in the stated redemption price at maturity are received, in an amount not exceeding any distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until the regulations are issued, the market discount would accrue either (i) on the basis of a constant interest rate, (ii) in the ratio of stated interest allocable to the relevant period to the sum of the interest for the period plus the remaining interest as of the end of the period, or (iii) in the case of a Regular Certificate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for the period plus the remaining original issue discount as of the end of the period.

-80-

Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certificate over the interest (including original issue discount) distributable on that Regular Certificate. The deferred portion of the interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Certificate for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Certificateholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by the Regular Certificateholder in that taxable year or the following years, in which case the interest deferral rule will not apply. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the election may be deemed to be made.

Market discount with respect to a Regular Certificate will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate (determined as described above in the third paragraph under “Original Issue Discount”) remaining after the date of purchase. For this purpose, the weighted average maturity is determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the total stated redemption price at maturity of the Regular Certificate. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See “—Original Issue Discount” above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Certificate purchased at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Certificateholder holds such Regular Certificate as a “capital asset” within the meaning of Code Section 1221, the Regular Certificateholder may elect under Code Section 171 to amortize such premium under the constant yield method. A Regular Certificateholder that makes an election to amortize such premium will be deemed to have made an election to amortize bond premium on other debt instruments acquired by such holder with amortizable bond premium during that taxable year or thereafter. Final Treasury regulations issued under Code Section 171 do not by their terms apply to prepayable debt instruments such as the Regular Certificates. However, the Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates, although it is unclear whether the alternatives to the constant yield method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certificate rather than as a separate deduction item. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified

-81-

stated interest. For purposes of applying the constant yield method to a debt instrument subject to this election, (i) “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make this election on an instrument by instrument basis or for a class or group of debt instruments. However, if a holder makes the election with respect to a premium bond, then the holder is deemed to make the election to amortize premium for all the premium bonds it holds at the beginning of the taxable year and all premium bonds it acquires thereafter. If a holder makes the election with respect to a market discount bond, then it is deemed to make the election to accrue market discount for all the market discount bonds it acquires at the beginning of the taxable year and all market discount bonds it acquires thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making this election.

Prepayment Premiums

Prepayment Premiums actually collected on the Mortgage Loans will be distributed to the Regular Certificates as described in “Description of the Offered Certificates—Distributions—Prepayment Premiums” in the prospectus supplement. It is not entirely clear under the Code when the amount of prepayment premiums so allocated should be taxed to the holders of the Regular Certificates, but it is not expected, for federal income tax reporting purposes, that prepayment premiums will be treated as giving rise to any income to the holder of such Classes of Certificates prior to the Trustee’s actual receipt of a prepayment premium. Prepayment premiums, if any, may be treated as paid upon the retirement or partial retirement of the Regular Certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of prepayment premiums.

Sale, Exchange or Retirement of Regular Certificates

If a Regular Certificateholder sells or exchanges a Regular Certificate, or such Regular Certificate is redeemed or retired, such Regular Certificateholder will recognize gain or loss equal to the difference, if any, between the amount realized and its adjusted basis in the Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the Regular Certificate that were previously received by the seller, by any amortized premium and by any recognized losses on the Regular Certificate. Similarly, a holder who receives payment that is part of the stated redemption price at maturity of a Regular Certificate will recognize gain equal to the excess, if any, of the amount of the payment over an allocable portion of the holder’s adjusted basis in the Regular Certificate. A Regular Certificateholder who receives a final payment that is less than the Certificateholder’s adjusted basis in the Regular Certificate will generally recognize less.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Certificate realized by an investor who holds the Regular Certificate as a capital asset will be capital gain or loss and will be long-term, or short-term depending on whether the Regular Certificate has been held for the applicable capital gain holding period (currently more than one year). Such gain will be treated as ordinary income (i) if a Regular Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of the transaction, (ii) in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to

-82-

have net capital gains taxed as investment income at ordinary rates, or (iii) to the extent that the gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on the Regular Certificate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of the holder with respect to the Regular Certificate. In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Generally, short-term capital gains of certain non-corporate taxpayers are subject to the same tax rate as the ordinary income of those taxpayers for property held for not more than one year, and long-term capital gains of those taxpayers are subject to a lower maximum tax rate than ordinary income for those taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses

Holders of Regular Certificates will be required to report income with respect to the Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that the losses are uncollectible. Accordingly, the Regular Certificateholder may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless. Under Code Section 166, except as provided below, it appears that the Regular Certificateholders that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any loss sustained (and not previously deducted) with respect to principal during the taxable year on account of any Regular Certificates becoming wholly or partially worthless, and that, in general, the Regular Certificateholders that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be allowed to deduct as a short-term capital loss any loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of the Regular Certificates becoming wholly worthless. Although the matter is not free from doubt, such non-corporate Regular Certificateholders should be allowed a bad debt deduction at the same time as the principal balance of any class or subclass of the Regular Certificates is reduced to reflect losses resulting from any liquidated mortgage loans. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect the losses only after all mortgage loans remaining in the Trust Fund have been liquidated or the class of Regular Certificates has been otherwise retired. The IRS could also assert that losses on the Regular Certificates are deductible based on some other method that may defer the deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount which, with the possible exception of the method discussed in the following sentence, would be deductible only against future positive original issue discount or otherwise upon termination of the class. Although not free from doubt, a Regular Certificateholder with negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed the maximum amount of future payments to which such holder was entitled, assuming no further prepayments. Notwithstanding the foregoing, it is not clear whether holders of interest-only Regular Certificates are entitled to any deduction under Code Section 166 for bad debt loss. Regular Certificateholders are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Certificates. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on Regular Certificates.

-83-

Tax Treatment of Exchangeable Certificates

Exchangeable Certificates Representing Proportionate Interests in Two or More REMIC Regular Interests. The related prospectus supplement for a series will specify whether an Exchangeable Certificate represents beneficial ownership of a proportionate interest in each REMIC regular interest corresponding to that Exchangeable Certificate. Each beneficial owner of such an Exchangeable Certificate should account for its ownership interest in each REMIC regular interest underlying that Exchangeable Certificate as if such REMIC regular interest were a Regular Certificate, as described under “—Taxation of Regular Certificates.” Consequently, a beneficial owner must allocate its cost to acquire that Exchangeable Certificate among the related underlying REMIC regular interests in proportion to their relative fair market values at the time of acquisition. When such a beneficial owner sells the Exchangeable Certificate, the owner must allocate the sale proceeds among the underlying REMIC regular interests in proportion to their relative fair market values at the time of sale.

Under the OID Regulations, if two or more debt instruments are issued in connection with the same transaction or related transaction (determined based on all the facts and circumstances), those debt instruments are treated as a single debt instrument for purposes of the provisions of the Code applicable to OID, unless an exception applies. Under this rule, if an Exchangeable Certificate represents beneficial ownership of two or more REMIC regular interests, those REMIC regular interests could be treated as a single debt instrument for OID purposes. In addition, if the two or more REMIC regular interests underlying an Exchangeable Certificate were aggregated for OID purposes and a beneficial owner of an Exchangeable Certificate were to (i) exchange that Exchangeable Certificate for the related underlying REMIC regular interests (or separate Exchangeable Certificates representing each underlying REMIC regular interest), (ii) sell one of those related REMIC regular interests (or Exchangeable Certificates representing such related REMIC regular interests) and (iii) retain one or more of the remaining related REMIC regular interests (or Exchangeable Certificates representing such related REMIC regular interests), the beneficial owner might be treated as having engaged in a “coupon stripping” or “bond stripping” transaction within the meaning of Code Section 1286. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate that engages in a coupon stripping or bond stripping transaction must allocate its basis in the original Exchangeable Certificate between the related underlying REMIC regular interests sold and the related REMIC regular interests retained in proportion to their relative fair market values as of the date of the stripping transaction. The beneficial owner then must recognize gain or loss on the REMIC regular interests (or Exchangeable Certificates representing such related REMIC regular interests) sold using its basis allocable to those REMIC regular interests. Also, the beneficial owner then must treat the REMIC regular interests underlying the Exchangeable Certificates retained as a newly issued debt instrument that was purchased for an amount equal to the beneficial owner’s basis allocable to those REMIC regular interests. Accordingly, the beneficial owner must accrue interest and OID with respect to the REMIC regular interests retained based on the beneficial owner’s basis in those REMIC regular interests.

As a result, when compared to treating each REMIC regular interest underlying an Exchangeable Certificate as a separate debt instrument, aggregating the REMIC regular interests underlying an Exchangeable Certificate could affect the timing and character of income recognized by a beneficial owner of an Exchangeable Certificate. Moreover, if Code Section 1286 were to apply to a beneficial owner of an Exchangeable Certificate, much of the information necessary to perform the related calculations for information reporting purposes generally would not be available to the Trustee. Because it may not be clear whether the aggregation rule in the OID Regulations applies to the Exchangeable Certificates and due to the Trustee’s lack of information necessary to report computations that might be required by Code Section 1286, the Trustee will treat each REMIC regular interest underlying an Exchangeable Certificate as a separate debt instrument for information reporting purposes. Prospective investors should note that, if the two or more REMIC regular interests underlying an Exchangeable Certificate were aggregated, the timing of accruals of OID applicable to an Exchangeable Certificate could be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding any possible tax consequences to them if the IRS were to assert that the REMIC regular interests underlying the Exchangeable Certificates should be aggregated for OID purposes.

-84-

Exchangeable Certificates Representing Disproportionate Interests in REMIC Regular Interests. The related prospectus supplement for a series will specify whether an Exchangeable Certificate represents beneficial ownership of a disproportionate interest in the REMIC regular interest corresponding to that Exchangeable Certificate. The tax consequences to a beneficial owner of an Exchangeable Certificate of this type will be determined under Code Section 1286, except as discussed below. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate will be treated as owning “stripped bonds” to the extent of its share of principal payments and “stripped coupons” to the extent of its share of interest payment on the underlying REMIC regular interests. If an Exchangeable Certificate entitles the holder to payments of principal and interest on an underlying REMIC regular interest, the IRS could contend that the Exchangeable Certificate should be treated (i) as an interest in the underlying REMIC regular interest to the extent that the Exchangeable Certificate represents an equal pro rata portion of principal and interest on the underlying REMIC regular interest, and (ii) with respect to the remainder, as an installment obligation consisting of “stripped bonds” to the extent of its share of principal payments or “stripped coupons” to the extent of its share of interest payments. For purposes of information reporting, however, the Trustee will treat each Exchangeable Certificate as a single debt instrument, regardless of whether the treatment described in the immediately preceding sentence could apply.

Under Code Section 1286, each beneficial owner of an Exchangeable Certificate must treat the Exchangeable Certificate as a debt instrument originally issued on the date the owner acquires it and as having OID equal to the excess, if any, of its “stated redemption price at maturity” over the price paid by the owner to acquire it. The stated redemption price at maturity for an Exchangeable Certificate is determined in the same manner as described with respect to Regular Certificates under “—Taxation of Regular Certificates—Original Issue Discount.”

If the Exchangeable Certificate has OID, the beneficial owner must include the OID in its ordinary income for federal income tax purposes as the OID accrues, which may be prior to the receipt of the cash attributable to that income. Although the matter is not entirely clear, a beneficial owner should accrue OID using a method similar to that described with respect to the accrual of OID on a Regular Certificate under “—Original Issue Discount.” A beneficial owner, however, determines its yield to maturity based on its purchase price. For a particular beneficial owner, it is not clear whether the prepayment assumption used for calculating OID would be one determined at the time the Exchangeable Certificate is acquired or would be the prepayment assumption for the underlying REMIC regular interests.

In light of the application of Code Section 1286, a beneficial owner of an Exchangeable Certificate generally will be required to compute accruals of OID based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the Trustee. Accordingly, any information reporting provided by the Trustee with respect to the Exchangeable Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of OID for these certificates. Prospective investors therefore should be aware that the timing of accruals of OID applicable to an Exchangeable Certificate generally will be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding their obligation to compute and include in income the correct amount of OID accruals and any possible tax consequences should they fail to do so.

The rules of Code Section 1286 also apply if (i) a beneficial owner of REMIC regular interests exchanges them for an Exchangeable Certificate, (ii) the beneficial owner sells some, but not all, of the Exchangeable Certificates, and (iii) the combination of retained Exchangeable Certificates cannot be exchanged for the related REMIC regular interests. As of the date of such a sale, the beneficial owner must allocate its basis in the REMIC regular interests between the part of the REMIC regular interests underlying the Exchangeable Certificates sold and the part of the REMIC regular interests underlying the Exchangeable Certificates retained in proportion to their relative fair market values. Code Section 1286 treats the beneficial owner as purchasing the Exchangeable Certificates retained for the amount of the basis allocated to the retained Exchangeable Certificates, and the beneficial owner must then accrue any OID with respect to the retained Exchangeable Certificates as described above. Code Section 1286 does not apply, however, if a beneficial owner exchanges REMIC regular interests for the related

-85-

Exchangeable Certificates and retains all the Exchangeable Certificates, see “—Treatment of Exchanges” below.

Upon the sale of an Exchangeable Certificate, a beneficial owner will realize gain or loss on the sale in an amount equal to the difference between the amount realized and its adjusted basis in the Exchangeable Certificate. The owner’s adjusted basis generally is equal to the owner’s cost of the Exchangeable Certificate (or portion of the cost of REMIC regular interests allocable to the Exchangeable Certificate), increased by income previously included, and reduced (but not below zero) by distributions previously received and by any amortized premium. If the beneficial owner holds the Exchangeable Certificate as a capital asset, any gain or loss realized will be capital gain or loss, except to the extent provided under “—Sale, Exchange or Retirement of Regular Certificates.”

Although the matter is not free from doubt, if a beneficial owner acquires in one transaction (that is not an exchange described under “—Treatment of Exchanges” below) a combination of Exchangeable Certificates that may be exchanged for underlying REMIC regular interests, the owner should be treated as owning the underlying REMIC regular interests, in which case Code Section 1286 would not apply. If a beneficial owner acquires such a combination in separate transactions, the law is unclear as to whether the combination should be aggregated or each Exchangeable Certificate should be treated as a separate debt instrument. You should consult your tax advisors regarding the proper treatment of Exchangeable Certificates in this regard.

Treatment of Exchanges. If a beneficial owner of one or more Exchangeable Certificates exchanges them for the related Exchangeable Certificates in the manner described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the exchange will not be taxable. In such a case, the beneficial owner will be treated as continuing to own after the exchange the same combination of interests in each related underlying REMIC regular interest that it owned immediately prior to the exchange.

Taxation of Residual Certificates

Prospective investors in the Residual Certificates should carefully read the following discussion. Prospective investors are cautioned that the REMIC taxable income on the Residual Certificates and the tax liabilities on the Residual Certificates will exceed cash distributions to the holder of the Residual Certificates during some or all periods, in which event such holder must have sufficient sources of funds to pay such tax liabilities. Due to the special tax treatment of REMIC residual interests, the after-tax return on the Class R Certificates may be zero or negative. In the following discussion, the term “Residual Certificateholder” refers to the holder of the Residual Certificates. Unless otherwise noted below, the following discussion applies separately to the Residual Certificates’ residual interest in each REMIC in the issuing entity. A Residual Certificateholder must account separately for its interest in the REMIC Pool and cannot offset gains from one REMIC Pool with losses from another REMIC Pool.

Taxation of REMIC Income

Generally, the “daily portions” of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of Residual Certificateholders, and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certificateholder are determined by allocating the REMIC Pool’s taxable income or net loss of the Residual Certificateholder for each calendar quarter ratably to each day in such quarter and by allocating such daily portion among the Residual Certificateholders in proportion to their respective holdings of Residual Certificates in the REMIC Pool on that day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that (i) the limitations on deductibility of investment interest expense and expenses for the production of income do not apply, (ii) all bad loans will be deductible as business bad debts and (iii) the limitation on the deductibility of interest and expenses related to tax-exempt income will apply. REMIC taxable income generally means the REMIC’s gross income less deductions. The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the

-86-

mortgage loans (reduced by amortization of any premium on the mortgage loans), plus issue premium on Regular Certificates, plus income on reinvestment of cash flows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certificates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certificates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certificateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certificates of any class of the related series outstanding.

The taxable income recognized by a Residual Certificateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of purchase premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) or income from amortization of issue premium on the Regular Certificates, on the other hand. In the event that an interest in the mortgage loans is acquired by the REMIC Pool at a discount, and one or more of the mortgage loans is prepaid, the Residual Certificateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because (i) the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certificates and (ii) the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon the distributions on those Regular Certificates on account of any unaccrued original issue discount relating to those Regular Certificates. When there is more than one class of Regular Certificates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following issuance of the Regular Certificates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certificates to the extent that the classes are not issued with substantial discount or are issued at a premium. If taxable income attributable to a mismatching is realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certificates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of the series of Regular Certificates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certificates. However to the extent that the REMIC Pool includes fixed rate mortgage loans, interest income with respect to given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certificateholders must have sufficient other sources of cash to pay any federal, state or local income taxes due as a result of such mismatching or unrelated deductions against which to offset such income, subject to the discussion of “excess inclusions” below under “—Limitations on Offset or Exemption of REMIC Income”. The timing of the mismatching of income and deductions described in this paragraph, if present with respect to a series of certificates, may have a significant adverse effect upon the Residual Certificateholder’s after-tax rate of return. In addition, a Residual Certificateholder’s taxable income during certain periods may exceed the income reflected by the Residual Certificateholder for those periods in accordance with generally accepted accounting principles. Investors should consult their own accountants concerning the accounting treatment of their investment in Residual Certificates.

Basis and Losses

A REMIC Pool will have a net loss for any calendar quarter in which its deductions exceed its gross income. The net loss would be allocated among the Residual Certificateholders in the same manner as such REMIC Pool’s taxable income. The amount of any net loss of the REMIC Pool that may be taken into account by the Residual Certificateholder is limited to the adjusted basis of the Residual Certificate as of the close of the quarter (or time of disposition of the Residual Certificate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certificate is the amount paid for the Residual Certificate. The adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certificateholder and will be decreased (but not below zero), first, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certificateholder. Any loss that is disallowed on account of this limitation may be carried over indefinitely with respect to the Residual Certificateholder as to whom the loss was disallowed and may be used by the Residual Certificateholder

-87-

only to offset any income generated by the same REMIC Pool. A cash distribution to a Residual Certificateholder that exceeds such holder’s adjusted basis will be treated as a gain from the sale or exchange of the Residual Certificate.

A Residual Certificateholder will not be permitted to amortize directly the cost of its Residual Certificate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets. The recovery of basis by the REMIC Pool will have the effect of amortization of the issue price of the Residual Certificates over their life. However, in view of the possible acceleration of the income of Residual Certificateholders described above under “—Taxation of REMIC Income”, the period of time over which the issue price is effectively amortized may be longer than the economic life of the Residual Certificates.

A Residual Certificate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash flows. The REMIC Regulations appear to treat the issue price of a residual interest as zero rather than the negative amount for purposes of determining the REMIC Pool’s basis in its assets. Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of non-economic Residual Certificates. The regulations require inducement fees to be included in income over a period reasonably related to the period in which the related Residual Certificate is expected to generate taxable income or net loss to its holder. Under two safe harbor methods, inducement fees are permitted to be included in income: (i) in the same amounts and over the same period that the taxpayer uses for financial reporting purposes, provided that the period is not shorter than the period the related REMIC is expected to generate taxable income or (ii) ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the related REMIC, determined based on actual distributions projected as remaining to be made on the interests under the Prepayment Assumption. If the holder of a non-economic Residual Certificate sells or otherwise disposes of the non-economic Residual Certificate, any unrecognized portion of the inducement fee is required to be taken into account at the time of the sale or disposition. Residual Certificateholders should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that the initial adjusted basis of a Residual Certificateholder (other than an original holder) in the Residual Certificate is greater that the corresponding portion of the REMIC Pool’s basis in the mortgage loans, the Residual Certificateholder will not recover a portion of the basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by the holder. The REMIC Regulations currently in effect do not so provide. See “—Treatment of Certain Items of REMIC Income and Expense—Market Discount” below regarding the basis of mortgage loans to the REMIC Pool and “—Sale or Exchange of a Residual Certificate” below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

Treatment of Certain Items of REMIC Income and Expense

Although the Trustee intends to compute REMIC income and expense in accordance with the Code and applicable Treasury regulations, the authorities regarding the determination of specific items of income and expense are subject to differing interpretations. The Depositor makes no representation as to the specific method that the Trustee will use for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certificates, and different methods could result in different timing of reporting of taxable income or net loss to Residual Certificateholders or differences in capital gain versus ordinary income.

Original Issue Discount and Acquisition Premium. Generally, the REMIC Pool’s treatment of original issue discount and acquisition premium will be determined in the same manner as original issue discount income on, and acquisition premium for, Regular Certificates as described above under “—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates”, without regard to the de minimis rule described in those sections, and “—Taxation of Regular Certificates—Acquisition Premium” above.

-88-

Market Discount. The REMIC Pool will have market discount income in respect of mortgage loans if, in general, the basis of the REMIC Pool allocable to the mortgage loans is exceeded by their unpaid principal balances. The REMIC Pool’s basis in the mortgage loans is generally the fair market value of the mortgage loans immediately after their transfer to the REMIC Pool. The REMIC Regulations provide that the basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or their fair market value at the Closing Date, in the case of a retained class). In respect of mortgage loans that have market discount to which Code Section 1276 applies, the accrued portion of the market discount would be recognized currently as an item of ordinary income in a manner similar to original issue discount. Market discount income generally will accrue on a constant yield method.

Premium. Generally, if the basis of the REMIC Pool in the mortgage loans exceeds their unpaid principal balances, the REMIC Pool will be considered to have acquired the mortgage loans at a premium equal to the amount of such excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after their transfer to the REMIC Pool. In a manner analogous to the discussion above under “—Taxation of Regular Certificates—Premium”, a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans under the constant interest method. Amortizable bond premium, if any, will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. To the extent that the mortgagors with respect to the mortgage loans are individuals, Code Section 171 will not be available for premium on mortgage loans originated on or prior to September 27, 1985. Premium with respect to the mortgage loans may be deductible in accordance with a reasonable method regularly employed by the holder of the mortgage loan. The allocation of the premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that the premium should be allocated in a different manner, such as allocating the premium entirely to the final payment of principal.

Limitations on Offset or Exemption of REMIC Income

The Code provides that a portion or all of the REMIC taxable income includible in determining the federal income tax liability of a Residual Certificateholder will be subject to special treatment. That portion, referred to as the “excess inclusion”, is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certificate over the daily accruals for such quarterly period of (i) 120% of the long-term applicable Federal rate that would have applied to the Residual Certificate (if it were a debt instrument) on the Startup Day under Code Section 1274(d), multiplied by (ii) the adjusted issue price of the Residual Certificate at the beginning of such quarterly period. For this purpose, the adjusted issue price of a Residual Certificate at the beginning of a quarter is the issue price of the Residual Certificate, plus the amount of the daily accruals of REMIC income described in this paragraph for all prior quarters, decreased (but not below zero) by any distributions made with respect to the Residual Certificate prior to the beginning of such quarterly period. Accordingly, the portion of the REMIC Pool’s taxable income that will be treated as excess inclusions will be a larger portion of the income as the adjusted issue price of the Residual Certificates diminishes.

The portion of a Residual Certificateholder’s REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on the Residual Certificateholder’s return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if the Residual Certificateholder is an organization subject to the tax on unrelated business income imposed by Code Section 511, the Residual Certificateholder’s excess inclusions will be treated as unrelated business taxable income of the Residual Certificateholder for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons (as defined below under “—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors”), and that portion of REMIC taxable income attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax (by treaty or otherwise). See “—Taxation of Certain Foreign Investors—Residual Certificates” below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certificate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment

-89-

trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

In addition, the Code provides three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a Residual Certificateholder. First, alternative minimum taxable income for a Residual Certificateholder is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, a Residual Holder’s alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

Tax-Related Restrictions on Transfer of Residual Certificates

Disqualified Organizations.  If any legal or beneficial interest in a Residual Certificate is transferred to a Disqualified Organization (as defined below), a tax would be imposed in an amount equal to the product of (i) the present value of the total anticipated excess inclusions with respect to the Residual Certificate for periods after the transfer and (ii) the highest marginal federal income tax rate applicable to corporations. The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption. The present value rate equals the applicable Federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. Such rate is applied to the anticipated excess inclusions from the end of the remaining calendar quarters in which they apply to the date of the transfer. This tax generally would be imposed on the transferor of the Residual Certificate, except that where such transfer is through an agent (including a broker, nominee or other middleman) for a Disqualified Organization, the tax would instead be imposed on the agent. However, a transferor of a Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor does not have actual knowledge that the affidavit is false. The tax also may be waived by the IRS if the Disqualified Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate rate on the excess inclusions for the period the Residual Certificate is actually held by the Disqualified Organization.

In addition, if a “Pass-Through Entity” (as defined below) has excess inclusion income with respect to a Residual Certificate during a taxable year and a Disqualified Organization is the record holder of an equity interest in such entity, then a tax is imposed on such entity equal to the product of (i) the amount of excess inclusions on the Residual Certificate that are allocable to the interest in the Pass-Through Entity during such period the interest is held by such Disqualified Organization, and (ii) the highest marginal federal corporate income tax rate. The tax would be deductible from the ordinary gross income of the Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for such tax if it has received an affidavit from such record holder that it is not a Disqualified Organization or stating such holder’s taxpayer identification number and, during the period such person is the record holder of the Residual Certificate, the Pass-Through Entity does not have actual knowledge that the affidavit is false.

If an “electing large partnership” holds a Residual Certificate, all interests in the electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know such affidavits are false, is not available to an electing large partnership.

For these purposes, (i) “Disqualified Organization” means the United States, any state or political subdivision of the United States, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (provided, that such term does not include an instrumentality if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code

-90-

Section 1381(a)(2)(C), and any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from taxation under the Code unless such organization is subject to the tax on unrelated business income imposed by Code Section 511, (ii) “Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis; and (iii) an “electing large partnership” means any partnership having more than 100 members during the preceding tax year (other than certain service partnerships and commodity pools), which elect to apply simplified reporting provisions under the Code. Except as may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to the interest, be treated as a Pass-Through Entity.

The Agreement with respect to a series of certificates will provide that no legal or beneficial interest in a Residual Certificate may be transferred or registered unless, among other things (i) the proposed transferee provides to the transferor and the Trustee an affidavit providing its taxpayer identification number and stating that such transferee is the beneficial owner of the Residual Certificate, is not a Disqualified Organization and is not purchasing such Residual Certificates on behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman of a Disqualified Organization), and (ii) the transferor provides a statement in writing to the Depositor and the Trustee that it has no actual knowledge that the affirmations made by the transferee pursuant to such affidavit are false. Moreover, the Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certificate with respect to a series will bear a legend referring to such restrictions on transfer, and each Residual Certificateholder will be deemed to have agreed, as a condition of ownership, to any amendments to the related Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. For purposes of this discussion, “Disqualified Non-U.S. Person” means with respect to the Residual Certificates, (a) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Person; (b) any person other than a U.S. Person (a “Non-U.S. Person”) or its agent other than (i) a Non-U.S. Person that holds the Residual Certificates in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the transferor and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the Residual Certificates to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Residual Certificates will not be disregarded for federal income tax purposes; or (c) a U.S. Person with respect to which income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the Depositor or the Trustee may charge a fee for computing and providing the information.

Noneconomic Residual Interests. The REMIC Regulations would disregard certain transfers of Residual Certificates, in which case the transferor would continue to be treated as the owner of the Residual Certificates and thus would continue to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a “noneconomic residual interest” (as defined below) to a Residual Certificateholder (other than a Residual Certificateholder who is not a U.S. Person, as defined below under “—Taxation of Certain Foreign Investors”) is disregarded for all federal income tax purposes if a significant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC (including a residual interest with a positive value at issuance) is a “noneconomic residual interest” unless, at the time of the transfer, (i) the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs, and (ii) the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes on each excess inclusion. The anticipated excess inclusions and the present value rate are determined in the same manner as set forth above under “—Disqualified Organizations”. The REMIC Regulations explain that a significant purpose to impede the

-91-

assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. A safe harbor is provided if (i) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no significant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future, (ii) the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due, (iii) the transferee acknowledges to the transferor that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person and (iv) the transfer satisfies one of the following two tests:

(A) the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest does not exceed the sum of the present value off: (1) any consideration given to the transferee to acquire the residual interest (the inducement payment), (2) future distributions on the residual interest, and (3) any anticipated tax savings associated with holding the interest as the REMIC generates losses. For purposes of this calculation, the present value is calculated using a discount rate equal to the lesser of the short-term federal rate and the compounding period of the transferee, or

(B) the transferee is a domestic taxable corporations with large amounts of gross and net assets where agreement is made that all future transfers will be to taxable domestic corporations in transactions that qualify for one of the safe harbor provisions. Eligibility for this prong of the safe harbor requires, among other things, that the facts and circumstances known to the transferor at the time of transfer not indicate to a reasonable person that the taxes with respect to the noneconomic residual interest will not be paid, with an unreasonably low cost for the transfer specifically mentioned as negating eligibility.

The Agreement with respect to each series of certificates will require the transferee of a Residual Certificate to certify to the matters in (i) through (iii), but not (iv) above as part of the affidavit described above under “—Disqualified Organizations”. The transferor must have no actual knowledge or reason to know that any statements are false.

Foreign Investors. The REMIC Regulations provide that the transfer of a Residual Certificate that has “tax avoidance potential” to a “foreign person” will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a “U.S. Person” (as defined below), unless such transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certificate is deemed to have tax avoidance potential unless, at the time of the transfer, (i) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (ii) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC Pool at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the Non-U.S. Person transfers the Residual Certificate back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions.

Unless otherwise stated in the related prospectus supplement a Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person. The term “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States or any political subdivision of the United States, an estate that is subject to U.S. federal income tax regardless of the source of its income, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. Persons have the authority to control all substantial decisions of the trust (or, to the extent provided in applicable Treasury

-92-

regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).

In addition, under Treasury regulations a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Similar rules apply to excess inclusions allocable to Non-U.S. Persons through certain other pass-through entities. Accordingly, the Agreement with respect to each series of certificates will prohibit transfer of a Residual Certificate to a U.S. Person treated as a partnership for federal income tax purposes, any beneficial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) a Non-U.S. Person.

Sale or Exchange of a Residual Certificate

Upon the sale or exchange of a Residual Certificate, the Residual Certificateholder will recognize gain or loss equal to the excess, if any, of the amount realized over the adjusted basis (as described above under “—Basis and Losses”) of the Residual Certificateholder in the Residual Certificate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, a Residual Certificateholder will have taxable income to the extent that any cash distribution to it from the REMIC Pool exceeds the adjusted basis on that Distribution Date. The income will be treated as gain from the sale or exchange of the Residual Certificate. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of a Residual Certificateholder’s Residual Certificate, in which case, if the Residual Certificateholder has an adjusted basis in the Residual Certificateholder’s Residual Certificate remaining when its interest in the REMIC Pool terminates, and if the Residual Certificateholder holds the Residual Certificate as a capital asset under Code Section 1221, then the Residual Certificateholder will recognize a capital loss at that time in the amount of the remaining adjusted basis.

Any gain on the sale of a Residual Certificate will be treated as ordinary income (i) if a Residual Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Residual Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

The Conference Committee Report to the 1986 Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certificates where the seller of the Residual Certificate, during the period beginning six months before the sale or disposition of the Residual Certificate and ending six months after such sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a “taxable mortgage pool” (such as a non-REMIC owner trust) that is economically comparable to a Residual Certificate.

Mark-to-Market Regulations

Regulations under Code Section 475 require that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities of a dealer, except to the extent that the dealer has specifically identified a security as held for investment. Treasury regulations provide that, for purposes of this mark-to-market requirement, a Residual Certificate is not treated as a security and thus may not be marked to market.

-93-

Taxes that May Be Imposed on the REMIC Pool

Prohibited Transactions

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certificateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include (i) the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete) liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation. Notwithstanding clauses (i) and (iv) above, it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certificates as a result of a default on qualified mortgages or to facilitate a qualified liquidation or a clean-up call (generally, an optional termination to save administrative costs when no more than a small percentage of the certificates is outstanding). The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool (i) during the three months following the Startup Day, (ii) made to a qualified reserve fund by a Residual Certificateholder, (iii) in the nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call and (v) as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property

The REMIC Pool will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property”, determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed in lieu of foreclosure would be treated as “foreclosure property” for a period not exceeding the close of the third calendar year beginning after the year in which the REMIC Pool acquired the property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

In order for a Mortgaged Property to qualify as foreclosure property, any operation of the Mortgaged Property by the REMIC Pool generally must be conducted through an independent contractor. Further, such operation, even if conducted through an independent contractor, may give rise to “net income from foreclosure property”, taxable at the highest corporate rate. Payment of such tax by the REMIC Pool would reduce amounts available for distribution to Certificateholders.

The Master Servicer or Special Servicer, if any, is required to determine generally whether the operation of foreclosure property in a manner that would subject the REMIC Pool to such tax would be expected to result in higher after-tax proceeds than an alternative method of operating such property that would not subject the REMIC Pool to such tax.

It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the related prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a

-94-

mortgage loan. In addition, it is not anticipated that any material state income or franchise tax will be imposed on a REMIC Pool.

Bipartisan Budget Act of 2015

On November 2, 2015 President Obama signed into law the Bipartisan Budget Act of 2015 (the “2015 Budget Act”), which includes new audit rules affecting entities treated as partnerships, their partners and the persons that are authorized to represent entities treated as partnerships in IRS audits and related procedures. Under the 2015 Budget Act, these rules will also apply to REMICs, the holders of their residual interests and the trustees authorized to represent REMICs in IRS audits and related procedures (the “tax matters persons”). These new audit rules are scheduled to become effective for taxable years beginning with 2018 and will apply to both new and existing REMICs.

In addition to other changes, under the 2015 Budget Act, (1) unless a REMIC elects otherwise, taxes arising from IRS audit adjustments are required to be paid by the REMIC rather than by its residual interest holders, (2) a REMIC appoints one person to act as its sole representative in connection with IRS audits and related procedures and that representative’s actions, including agreeing to adjustments to REMIC taxable income, will be binding on residual interest holders more so than a tax matters person’s actions under the current rules and (3) if the IRS makes an adjustment to a REMIC’s taxable year, the holders of residual interests for the audited taxable year may have to take the adjustment into account for the taxable year in which the adjustment is made rather than for the audited taxable year.

The trustee or certificate administrator will have the authority to utilize, and will be directed to utilize, any exceptions available under the new provisions (including any changes) and Treasury regulations so that holders of the Residual Certificates, to the fullest extent possible, rather than any REMIC Pool itself, will be liable for any taxes arising from audit adjustments to the REMIC Pool’s taxable income. It is unclear how any such exceptions may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such exceptions. Residual Certificateholders should discuss with their own tax advisors the possible effect of the new rules on them.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s final tax return a date on which the adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certificates and Residual Certificateholders within the 90-day period.

Administrative Matters

Solely for the purpose of the administrative provisions of the Code, a REMIC Pool generally will be treated as a partnership and the Residual Certificateholders will be treated as the partners. In general, the holder of the largest percentage interest of the Residual Certificates will be the “tax matters person” of the REMIC Pool for purposes of representing Residual Certificateholders in connection with any IRS proceeding. However, the duties of the tax matters person will be delegated to the Trustee under the related Agreement. Certain tax information will be furnished quarterly to each Residual Certificateholder who held a Residual Certificate on any day in the previous calendar quarter.

Each Residual Certificateholder is required to treat items on its return consistently with their treatment on the REMIC Pool’s returns, unless the Residual Certificateholder either files a statement identifying the inconsistency or establishes that the inconsistency resulted from incorrect information received from the REMIC Pool. The IRS may assert a deficiency resulting from a failure to comply with the consistency requirement without instituting an administrative proceeding at the REMIC level. Any person that holds a Residual Certificate as a nominee for another person may be required to furnish the Trustee, in a manner

-95-

to be provided in the Treasury regulations, with the name and address of such person and other information.

Limitations on Deduction of Certain Expenses

An investor in the Residual Certificates that is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that these itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a specified statutory amount or (ii) 80% of the amount of itemized deductions otherwise allowable for that year. In the case of a REMIC Pool, the deductions may include deductions under Code Section 212 for the Servicing Fee and all administrative and other non-interest expenses relating to the REMIC Pool or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. The investors who hold REMIC Certificates either directly or indirectly through certain pass-through entities may have their pro rata share of the expenses allocated to them as additional gross income, but may be subject to a limitation on deductions. In addition, the expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause the investors to be subject to significant additional tax liability. Temporary Treasury regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certificates in the case of a REMIC Pool that would not qualify as a fixed investment trust in the absence of a REMIC election. However, the additional gross income and limitation on deductions will apply to the allocable portion of the expenses to holders of Regular Certificates, as well as holders of Residual Certificates, where the Regular Certificates are issued in a manner that is similar to pass-through certificates in a fixed investment trust. In general, the allocable portion will be determined based on the ratio that a REMIC Certificateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certificates and Residual Certificates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certificates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certificates that are issued in a single class or otherwise consistently with fixed investment trust status or in excess of cash distributions for the related period on Residual Certificates. All the expenses will be allocable to the Residual Certificates or as otherwise indicated in the prospectus supplement.

Taxation of Certain Foreign Investors

Regular Certificates

Interest, including original issue discount, distributable to the Regular Certificateholders that are non resident aliens, foreign corporations or other Non-U.S. Persons will be considered “portfolio interest” and, therefore, generally will not be subject to a 30% United States withholding tax, provided that such Non-U.S. Person (i) is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to the REMIC (or possibly one or more borrowers) and (ii) provides the Trustee, or the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Person. The appropriate documentation includes IRS Form W-8BEN or W-8BEN-E, if the Non-U.S. Person is an individual or an entity (such as a corporation), respectively, eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; IRS Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively connected to a United States trade or business; IRS Form W-8BEN, W-8BEN-E or W-8IMY if the Non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Certificate; and Form W-8IMY, with supporting documentation as specified in the Treasury regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. With respect to IRS

-96-

Forms W-8BEN, W-8BEN-E, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after three full calendar years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A non-“qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, broker, nominee or otherwise as an agent for the beneficial owner of a Regular Certificate. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the Regular Certificate is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Investors that are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Certificate.

Residual Certificates

The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Certificateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as “portfolio interest”, subject to the conditions described in “—Regular Certificates” above, but only to the extent that (i) the mortgage loans were issued after July 18, 1984 and (ii) the Trust Fund or segregated pool of assets in that Trust Fund (as to which a separate REMIC election will be made), to which the Residual Certificate relates, consists of obligations issued in “registered form” within the meaning of Code Section 163(f)(1). Generally, whole mortgage loans will not be considered obligations issued in registered form. Furthermore, a Residual Certificateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an “excess inclusion”. See “—Taxation of Residual Certificates—Limitations on Offset or Exemption of REMIC Income” above. If the amounts paid to Residual Certificateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, the amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certificate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See “—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” above concerning the disregard of certain transfers having “tax avoidance potential” and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning Residual Certificates.

Unless otherwise stated in the related prospectus supplement, transfers of residual certificates to investors that (i) are Non-U.S. Persons, or (ii) are U.S. Persons and classified as partnerships under the Internal Revenue Code, if any of their direct or indirect beneficial owners (other than through a U.S. corporation) are (or are permitted to be under the related partnership agreement) Non-U.S. Persons, will be prohibited under the related Agreement.

-97-

FATCA

Under the “Foreign Account Tax Compliance Act” (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest on or after July 1, 2014, and gross proceeds from the disposition of debt obligations that give rise to U.S.-source interest on or after January 1, 2019, to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The certificate administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the certificate administrator with proof that they have complied with such requirements. Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

Backup Withholding

Distributions made on the Regular Certificates, and proceeds from the sale of the Regular Certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 at a rate of 28% on “reportable payments” (including interest distributions, original issue discount, and, under some circumstances, principal distributions) unless the Regular Certificateholder is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; in the case of the Regular Certificates, is a Non-U.S. Person and provides IRS Form W-8BEN or W-8BEN-E identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the Regular Certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability. Information reporting requirements may also apply regardless of whether withholding is required. Any amounts to be withheld from distribution on the regular certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability. Regular Certificateholders are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certificates or beneficial owners who own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certificates (including corporations, non-calendar year taxpayers, securities or commodities dealers, placement agents, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request the information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to a particular series of Regular Certificates. Holders through nominees must request the information from the nominee.

The IRS’s Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certificateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certificateholders, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses (see “—Limitations on Deduction of Certain Expenses” above) allocable to the holders. Furthermore, under the regulations, information must be furnished quarterly to Residual Certificateholders, furnished annually to holders of Regular Certificates, and filed annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualified asset tests described above under “—Status of REMIC Certificates”.

-98-

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. Persons will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a manner different than the regular income tax. U.S. Persons should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

Federal Income Tax Consequences for Certificates
as to Which No REMIC Election Is Made

Standard Certificates

General

In the event that the applicable Agreement provides that no election is made to treat a Trust Fund (or a segregated pool of assets in that Trust Fund) with respect to a series of Certificates that are not designated as “Stripped Certificates”, as described below, as a REMIC (Certificates of this series shall be referred to as “Standard Certificates”), in the opinion of Cadwalader, Wickersham & Taft LLP, the Trust Fund will be classified as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i).

Where there is no retention of a portion of the interest payments with respect to the mortgage loans underlying the Standard Certificates, the holder of each Standard Certificate (a “Standard Certificateholder”) in a series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the Trust Fund represented by its Standard Certificate and will be considered the beneficial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion below under “—Recharacterization of Servicing Fees”. Accordingly, the holder of a Standard Certificate of a particular series will be required to report on its federal income tax return its pro rata share of the entire income from the mortgage loans represented by its Standard Certificate, including interest at the coupon rate on the mortgage loans, original issue discount (if any), Prepayment Premiums, assumption fees, and late payment charges received by the Master Servicer, in accordance with Standard Certificateholder’s method of accounting. A Standard Certificateholder generally will be able to deduct its share of the Servicing Fee and all administrative and other expenses of the Trust Fund in accordance with its method of accounting, provided that the amounts are reasonable compensation for services rendered to that Trust Fund. However, investors who are individuals, estates or trusts who own Standard Certificates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the Servicing Fee and all the administrative and other expenses of the Trust Fund, to the extent that the deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a threshold amount adjusted annually for inflation, or (ii) 80% of the amount of itemized deductions otherwise allowable for that year. As a result, the investors holding Standard Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on the Standard Certificates with respect to interest at the pass-through rate on the Standard Certificates. In addition, the expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause the investors to be subject to significant additional tax liability. Moreover, where there is fixed retained yield with respect to the mortgage loans underlying a series of Standard Certificates or where the Servicing Fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the “stripped bond” and “stripped coupon” rules of the

-99-

Code, as described below under “—Recharacterization of Servicing Fees” and “—Stripped Certificates”, respectively.

Tax Status

In the opinion of Cadwalader, Wickersham & Taft LLP, Standard Certificates will have the following status for federal income tax purposes:

1.    A Standard Certificate owned by a “domestic building and loan association” within the meaning of Code Section 7701(a)(19) will be considered to represent “loans secured by an interest in real property” within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certificate is of the type described in that section of the Code.

2.    A Standard Certificate owned by a real estate investment trust will be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related Trust Fund consist of qualified assets, and interest income on the assets will be considered “interest on obligations secured by mortgages on real property” to the extent within the meaning of Code Section 856(c)(3)(B).

3.    A Standard Certificate owned by a REMIC will be considered to represent an “obligation . . . which is principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related Trust Fund consist of “qualified mortgages” within the meaning of Code Section 860G(a)(3).

Premium and Discount

Standard Certificateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certificates or after acquisition.

Premium. The treatment of premium incurred upon the purchase of a Standard Certificate will be determined generally as described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Premium”.

Original Issue Discount. The original issue discount rules will be applicable to a Standard Certificateholder’s interest in those mortgage loans as to which the conditions for the application of those sections are met. Rules regarding periodic inclusion of original issue discount income are applicable to mortgages of corporations originated after May 27, 1969, mortgages of noncorporate mortgagors (other than individuals) originated after July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under the OID Regulations, the original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of “teaser rates” on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to that income. It is anticipated that no prepayment assumption will be assumed for purposes of the accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if the mortgage loans acquired by a Standard Certificateholder are purchased at a price equal to the then unpaid principal amount of the mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of the mortgage loans (i.e., points) will be includible by the holder.

Market Discount. Standard Certificateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage

-100-

loans will be determined and will be reported as ordinary income generally in the manner described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount”, except that the ratable accrual methods described in that section will not apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. It is anticipated that no prepayment assumption will be assumed for purposes of the accrual.

Recharacterization of Servicing Fees

If the Servicing Fee paid to the Master Servicer were deemed to exceed reasonable servicing compensation, the amount of the excess would represent neither income nor a deduction to Certificateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certificate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that the amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased. IRS guidance indicates that a servicing fee in excess of reasonable compensation (“excess servicing”) will cause the mortgage loans to be treated under the “stripped bond” rules. The guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of the amounts is not greater than the value of the services provided.

Accordingly, if the IRS’s approach is upheld, a servicer who receives a servicing fee in excess of the amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of the mortgage loans as “stripped coupons” and “stripped bonds”. Subject to the de minimis rule discussed below under “—Stripped Certificates”, each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing obligation issued on the date of issue of the Standard Certificates, and the original issue discount rules of the Code would apply to the Stripped Certificateholder. While Standard Certificateholders would still be treated as owners of beneficial interests in a grantor trust for federal income tax purposes, the corpus of the trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the Master Servicer, or as including such portion as a second class of equitable interest. Applicable Treasury regulations treat this arrangement as a fixed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, this recharacterization should not have any significant effect upon the timing or amount of income reported by a Standard Certificateholder, except that the income reported by a cash method holder may be slightly accelerated. See “—Stripped Certificates” below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

Sale or Exchange of Standard Certificates

Upon sale or exchange of a Standard Certificate, a Standard Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certificate. In general, the aggregate adjusted basis will equal the Standard Certificateholder’s cost for the Standard Certificate, increased by the amount of any income previously reported with respect to the Standard Certificate and decreased by the amount of any losses previously reported with respect to the Standard Certificate and the amount of any distributions received on the Standard Certificate. Except as provided above with respect to market discount on any mortgage loans, and except for certain financial institutions subject to the provisions of Code Section 582(c), any gain or loss upon the sale or exchange of a Standard Certificate would be capital gain or loss if the Standard Certificate was held as a capital asset. However, gain on the sale of a Standard Certificate will be treated as ordinary income (i) if a Standard Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard Certificateholder’s net investment in the conversion transaction

-101-

at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of the transaction or (ii) in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term capital gains of the taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Investors that recognize a loss on a sale or exchange of the Standard Certificates for federal income tax purposes in excess of certain threshold amounts should consult their tax advisors as to the need to file IRS Form 8886 (disclosing certain potential tax shelters) on their federal income tax returns.

Stripped Certificates

General

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of “stripped bonds” with respect to principal payments and “stripped coupons” with respect to interest payments. For purposes of this discussion, certificates that are subject to those rules will be referred to as “Stripped Certificates”.

The certificates will be subject to those rules if (i) the Depositor or any of its affiliates retains (for its own account or for purposes of resale), in the form of fixed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans, (ii) the Master Servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid (or retains) servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (see “—Standard Certificates—Recharacterization of Servicing Fees” above) and (iii) certificates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certificate will be considered to own “stripped bonds” with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or “stripped coupons” with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certificate’s allocable share of the servicing fees paid to the Master Servicer, to the extent that the fees represent reasonable compensation for services rendered. See discussion above under “—Standard Certificates—Recharacterization of Servicing Fees” above. Although not free from doubt, for purposes of reporting to Stripped Certificateholders, the servicing fees will be allocated to the Stripped Certificates in proportion to the respective entitlements to distributions of each class (or subclass) of Stripped Certificates for the related period or periods. The holder of a Stripped Certificate generally will be entitled to a deduction each year in respect of the servicing fees, as described above under “—Standard Certificates—General”, subject to the limitation described in that section.

Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that the stripped interest is purchased. Although the treatment of Stripped Certificates for federal income tax purposes is not clear in certain respects at this time, particularly where the Stripped Certificates are issued with respect to a mortgage pool containing variable-rate mortgage loans, in the opinion of Cadwalader, Wickersham & Taft LLP (i) the Trust Fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i), and (ii) each Stripped Certificate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition. This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certificates arguably should be made in one of the ways described below under “—Taxation of Stripped Certificates—Possible Alternative Characterizations”, the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single

-102-

investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The Agreement requires that the Trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations provide for the treatment of a Stripped Certificate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certificate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount (as described below), at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of a Stripped Certificate would be treated as qualified stated interest under the OID Regulations. Further, these final regulations provide that the purchaser of a Stripped Certificate will be required to account for any discount as market discount rather than original issue discount if either (i) the initial discount with respect to the Stripped Certificate was treated as zero under the de minimis rule, or (ii) no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans. Any market discount would be reportable as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount”, without regard to the de minimis rule under the Treasury regulations, assuming that a prepayment assumption is employed in the computation.

Status of Stripped Certificates

No specific legal authority exists as to whether the character of the Stripped Certificates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, in the opinion of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by applicable holders should be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B), “obligation[s] principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A), and “loans secured by an interest in real property” within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on the mortgage loans qualify for this treatment. The application of the Code provisions to buy-down mortgage loans is uncertain. See “—Standard Certificates—Tax Status” above.

Taxation of Stripped Certificates

Original Issue Discount. Except as described above under “—General”, each Stripped Certificate will be considered to have been issued at an original issue discount for federal income tax purposes. Original issue discount with respect to a Stripped Certificate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to the income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the 1986 Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certificate (referred to in this discussion as a “Stripped Certificateholder”) in any taxable year likely will be computed generally as described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates”. However, with the apparent exception of a Stripped Certificate issued with de minimis original issue discount as described above under “—General”, the issue price of a Stripped Certificate will be the purchase price paid by each Stripped Certificateholder, and the stated redemption price at maturity will include the aggregate amount of the payments to be made on the Stripped Certificate to the Stripped Certificateholder, presumably under the Prepayment Assumption.

If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certificateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of the original issue discount will be either increased or decreased depending on the relative interests in principal and interest on each mortgage loan represented by the Stripped Certificateholder’s Stripped Certificate. While the matter is not free from doubt, the holder of a

-103-

Stripped Certificate should be entitled in the year that it becomes certain (assuming no further prepayments) that the holder will not recover a portion of its adjusted basis in the Stripped Certificate to recognize an ordinary loss equal to the portion of unrecoverable basis.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certificates will not be made if the mortgage loans are prepaid could lead to the interpretation that the interest payments are “contingent” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certificates. However, if final regulations dealing with contingent interest with respect to the Stripped Certificates apply the same principles as the OID Regulations, the regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of the principles could lead to the characterization of gain on the sale of contingent interest Stripped Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certificates.

Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certificateholder’s adjusted basis in the Stripped Certificate, as described above under “—Federal Income Tax Consequences for REMIC Certificates—Sale, Exchange or Retirement of Regular Certificates”. To the extent that a subsequent purchaser’s purchase price is exceeded by the remaining payments on the Stripped Certificates, the subsequent purchaser will be required for federal income tax purposes to accrue and report the excess as if it were original issue discount in the manner described above. It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certificateholder other than an original Stripped Certificateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

Investors that recognize a loss on a sale or exchange of the Stripped Certificates for federal income tax purposes in excess of certain threshold amounts should consult their tax advisors as to the need to file IRS Form 8886 (disclosing certain potential tax shelters) on their federal income tax returns.

Purchase of More Than One Class of Stripped Certificates. Where an investor purchases more than one class of Stripped Certificates, it is currently unclear whether for federal income tax purposes the classes of Stripped Certificates should be treated separately or aggregated for purposes of the rules described above.

Possible Alternative Characterizations. The characterizations of the Stripped Certificates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certificateholder may be treated as the owner of (i) one installment obligation consisting of the Stripped Certificate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of the Stripped Certificate’s pro rata share of the payments attributable to interest on each mortgage loan, (ii) as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan or (iii) a separate installment obligation for each mortgage loan, representing the Stripped Certificate’s pro rata share of payments of principal and/or interest to be made with respect to the Stripped Certificate. Alternatively, the holder of one or more classes of Stripped Certificates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that the Stripped Certificate, or classes of Stripped Certificates in the aggregate, represent the same pro rata portion of principal and interest on each mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Treasury regulations regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to these regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

-104-

Because of these possible varying characterizations of Stripped Certificates and the resultant differing treatment of income recognition, Stripped Certificateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certificates for federal income tax purposes.

Reporting Requirements and Backup Withholding

It is anticipated that, the Trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certificateholder or Stripped Certificateholder at any time during the year, the information (prepared on the basis described above) as the Trustee deems to be necessary or desirable to enable the Certificateholders to prepare their federal income tax returns. The information will include the amount of original issue discount accrued on certificates held by persons other than Certificateholders exempted from the reporting requirements. The amounts required to be reported by the Trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a Certificateholder, other than an original Certificateholder that purchased at the issue price. In particular, in the case of Stripped Certificates the reporting will be based upon a representative initial offering price of each class of Stripped Certificates or as otherwise provided in the prospectus supplement. It is anticipated that the Trustee will also file the original issue discount information with the IRS. If a Certificateholder fails to supply an accurate taxpayer identification number or if the Secretary of the Treasury determines that a Certificateholder has not reported all interest and dividend income required to be shown on his federal income tax return, backup withholding may be required in respect of any reportable payments, as described above under “—Federal Income Tax Consequences for REMIC Certificates—Backup Withholding” above.

The IRS has published final regulations establishing a reporting framework for interests in “widely held fixed investment trusts” and placing the responsibility for reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an arrangement classified as an “investment trust” under Treasury regulations Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name.

Under these regulations, in connection with the Trust Fund, the trustee will be required to file IRS Form 1099 (or any successor form) with the IRS with respect to holders of the Standard Certificates or Stripped Certificates who are not “exempt recipients” (a term that includes corporations, trusts, securities dealers, middlemen and certain other non-individuals) and do not hold such certificates through a middleman, to report, in accordance with the provisions of the Agreement, the Trust Fund’s gross income and, in certain circumstances, unless the trustee reports under the safe harbor as described in the last sentence of this paragraph, if any Trust Fund assets were disposed of or the Standard Certificates or Stripped Certificates, as applicable, are sold in secondary market sales, the portion of the gross proceeds relating to the Trust Fund assets that are attributable to such Certificateholder. The same requirements would be imposed on middlemen holding such certificates on behalf of Certificateholders. Under certain circumstances, the trustee may report under the safe harbor for widely-held mortgage trusts, as such term is defined under Treasury regulations Section 1.671-5.

These regulations also require that the trustee make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) Certificateholders who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before (a) the later of the 44th day after the close of the calendar year to which the request relates and 28 days after the receipt of the request if any trust assets are interests in another widely-held fixed investment trust or REMIC regular interests, and otherwise (b) the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15 of the calendar year for which the statement is being furnished.

-105-

Taxation of Certain Foreign Investors

To the extent that a certificate evidences ownership in mortgage loans that are issued on or before July 18, 1984, interest or original issue discount paid by the person required to withhold tax under Code Section 1441 or 1442 to nonresident aliens, foreign corporations, or other Non-U.S. Persons generally will be subject to 30% United States withholding tax, or the lower rate as may be provided for interest by an applicable tax treaty. Accrued original issue discount recognized by the Standard Certificateholder or Stripped Certificateholder on original issue discount recognized by the Standard Certificateholder or Stripped Certificateholders on the sale or exchange of the certificate also will be subject to federal income tax at the same rate.

Treasury regulations provide that interest or original issue discount paid by the Trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans issued after July 18, 1984 will be “portfolio interest” and will be treated in the manner, and the persons will be subject to the same certification requirements, described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates”.

In addition, Standard Certificateholders or Stripped Certificateholders that are “foreign financial institutions” may be required to provide additional information under FATCA. See “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Foreign Investors—FATCA”.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. Persons may be subject to an additional 3.8% Medicare Tax on “net investment income”. See “—Federal Income Tax Consequences for REMIC Certificates—3.8% Medicare Tax on “Net Investment Income”.

STATE AND LOCAL TAX CONSIDERATIONS

In addition to the Federal income tax consequences described in “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in this prospectus, potential investors should consider the state, local and other income tax consequences of the acquisition, ownership, and disposition of the certificates. State, local and other income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality. Therefore, potential investors should consult their own tax advisors with respect to the various state tax consequences of an investment in the certificates.

ERISA CONSIDERATIONS

Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain restrictions on certain retirement plans and other employee benefit plans or arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment funds, insurance company separate accounts and some insurance company general accounts in which such plans, accounts or arrangements are invested (collectively, “ERISA Plans”) and on persons who are “parties in interest” (as defined in Section 3(14) of ERISA) or “disqualified persons” (as defined in Section 4975(e)(2) of the Code) with respect to such ERISA Plans. Sections 401-414 of ERISA impose certain duties on persons who are fiduciaries (as defined in Section 3(21) of ERISA) of ERISA Plans. Section 406 of ERISA prohibits certain transactions between an ERISA Plan and fiduciaries and/or parties in interest with respect to such ERISA Plan and Section 4975 of the Code imposes a tax on certain prohibited transactions between an ERISA Plan and a disqualified person with respect to such ERISA Plan. Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and, provided no election has been made under Section 410(d) of the Code), are not subject to the restrictions of ERISA or the Code. However, such plans (collectively, with ERISA Plans, “Plans”) may be subject to the provisions of applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA and the Code.

-106-

Investments by ERISA Plans and entities the assets of which are deemed to include ERISA Plan assets are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that investments be made in accordance with the documents governing the ERISA Plan. Before investing in a certificate, an ERISA Plan fiduciary should consider, among other factors, whether to do so is appropriate in view of the overall investment policy and liquidity needs of the ERISA Plan. The fiduciary should especially consider the sensitivity of the investments to the rate of principal payments (including prepayments) on the mortgage loans, as discussed in the prospectus supplement related to a series.

Prohibited Transactions

Section 406 of ERISA and Section 4975 of the Code prohibit parties in interest and disqualified persons with respect to ERISA Plans from engaging in certain transactions involving the ERISA Plans and their assets unless a statutory or administrative exemption applies to the transaction. Section 4975 of the Code and Sections 502(i) and 502(l) of ERISA provide for the imposition of certain excise taxes and civil penalties on certain persons that engage or participate in the prohibited transactions. The Depositor, the Master Servicer, the Special Servicer, the Trustee or certain affiliates of the Depositor, Master Servicer, Special Servicer or Trustee, might be considered or might become parties in interest or disqualified persons with respect to an ERISA Plan. If so, the acquisition or holding of certificates by or on behalf of the ERISA Plan could be considered to give rise to a “prohibited transaction” within the meaning of ERISA and/or the Code unless an administrative exemption described below or some other exemption is available.

Special caution should be exercised before the assets of an ERISA Plan are used to purchase a certificate if, with respect to the assets, the Depositor, the Master Servicer, the Special Servicer, if any, the Trustee or an affiliate of the Depositor, Master Servicer, Special Servicer or Trustee, either: (a) has investment discretion with respect to the investment of the assets of the ERISA Plan; or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to the assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to the assets and that the advice will be based on the particular investment needs of the ERISA Plan.

Further, if the assets included in a Trust Fund were deemed to constitute “plan assets” of an ERISA Plan, it is possible that an ERISA Plan’s investment in the certificates might be deemed to constitute a delegation, under ERISA, of the duty to manage plan assets by the fiduciary deciding to invest in the certificates, and certain transactions involved in the operation of the Trust Fund might be deemed to constitute prohibited transactions under ERISA and/or the Code.

The U.S. Department of Labor (the “Department”) has issued regulations (the “Plan Asset Regulations”) concerning whether or not an ERISA Plan’s assets would be deemed to include an interest in the underlying assets of an entity (such as the Trust Fund) for purposes of the reporting and disclosure and general fiduciary responsibility provisions of ERISA, as well as for the prohibited transaction provisions of ERISA and the Code, if the ERISA Plan acquires an “equity interest” (such as a certificate) in the entity. Section 3(42) of ERISA modifies the Plan Asset Regulations in certain respects.

Certain exceptions are provided in the Plan Asset Regulations, through which an investing ERISA Plan’s assets would be deemed merely to include its interest in the certificates instead of being deemed to include an interest in the assets of the Trust Fund. However, it cannot be predicted in advance nor can we assure you whether the exceptions may be met, because of the factual nature of certain of the rules set forth in the Plan Asset Regulations. For example, one of the exceptions in the Plan Asset Regulations states that the underlying assets of an entity will not be considered “plan assets” if less than 25% of the value of each class of equity interests is held by “benefit plan investors”, which are defined as ERISA Plans, and entities whose underlying assets include plan assets by reason of an ERISA Plan’s investment in any of those entities, but this exception is tested immediately after each acquisition of an equity interest in the entity whether upon initial issuance or in the secondary market.

-107-

Pursuant to the Plan Asset Regulations, if the assets of the Trust Fund were deemed to be plan assets by reason of an ERISA Plan’s investment in any certificates, the plan assets would include an undivided interest in the mortgage loans, the mortgages underlying the mortgage loans and any other assets held in the Trust Fund. Therefore, because the mortgage loans and other assets held in the Trust Fund may be deemed to be the assets of each ERISA Plan that purchases certificates, in the absence of an exemption, the purchase, sale or holding of certificates of any series or class by an ERISA Plan might result in a prohibited transaction and the imposition of civil penalties or excise taxes. The Department has issued administrative exemptions from application of certain prohibited transaction restrictions of ERISA and the Code to several underwriters of mortgage-backed securities (each, an “Underwriter’s Exemption”). This Underwriter’s Exemption can only apply to mortgage-backed securities which, among other conditions, are sold in an offering with respect to which the underwriter serves as the sole or a managing underwriter, or as a selling or placement agent. If the Underwriter’s Exemption might be applicable to a series of certificates, the related prospectus supplement will refer to that possibility.

Unrelated Business Taxable Income — Residual Interests

The purchase of a certificate that is a Residual Certificate by any person, including any employee benefit plan that is exempt from federal income tax under Code Section 501(a), including most varieties of ERISA Plans, may give rise to “unrelated business taxable income” as described in Code Sections 511-515 and 860E. Further, prior to the purchase of an interest in a Residual Certificate, a prospective transferee may be required to provide an affidavit to a transferor that it is not, nor is it purchasing an interest in a Residual Certificate on behalf of, a “Disqualified Organization”, which term as defined above includes certain tax-exempt entities not subject to Code Section 511, such as certain governmental plans, as discussed above under “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates”.

Due to the complexity of these rules and the penalties imposed upon Persons involved in prohibited transactions, it is particularly important that individuals responsible for investment decisions with respect to ERISA Plans consult with their counsel regarding the consequences under ERISA and/or the Code of their acquisition and ownership of certificates. Individuals responsible for investment decisions for Plans not subject to ERISA or the Code should consult with their counsel regarding the applicability of, and restrictions imposed by, Similar Law with respect to the acquisition and ownership of certificates.

The sale of certificates to a Plan is in no respect a representation by the Depositor or the applicable underwriter that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

LEGAL INVESTMENT

If so specified in the prospectus supplement, certain classes of offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of certificates that will qualify as “mortgage related securities” will be those that (1) are rated in one of two highest rating categories by at least one NRSRO; and (2) are part of a series evidencing interests in a Trust Fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

While Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one

-108-

NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of offered certificates specified to be “mortgage related securities” for purposes of SMMEA in the related prospectus supplement, may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the offered certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the offered certificates, are subject to significant interpretive uncertainties. Except as may be specified in the prospectus supplement with regard to the status of certain classes of offered certificates as “mortgage related securities” for purposes of SMMEA, no representations are made as to the proper characterization of the certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any certificates under applicable legal investment restrictions. Further, any ratings downgrade of a class of offered certificates by any NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class of certificates. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity and market value of the certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

The Appraisal Regulations

Pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”), the Federal Reserve Board, the OCC, the FDIC and the OTS have adopted regulations (the “Appraisal Regulations”) applicable to bank holding companies, their non-bank subsidiaries and state-chartered banks that are members of the Federal Reserve System (12 C.F.R. §§ 225.61-225.67), national banks (12 C.F.R. §§ 34.41-34.47), state-chartered banks that are not members of the Federal Reserve System (12 C.F.R. Part 323), and savings associations (12 C.F.R. Part 564), respectively. The Appraisal Regulations, which are substantially similar, although not identical, for each agency, generally require the affected institutions and entities to obtain appraisals performed by state-certified or state-licensed appraisers (each, a “FIRREA Appraisal”) in connection with a wide range of real estate-related transactions, including the purchase of interests in loans secured by real estate in the form of mortgage-backed securities, unless an exemption applies. With respect to purchases of mortgage-backed securities such as the certificates offered in this prospectus, the Appraisal Regulations provide for an exemption from the requirement of obtaining new FIRREA Appraisals for the properties securing the underlying loans so long as at the time of origination each loan was the subject of either a FIRREA Appraisal, or, if a FIRREA Appraisal was not required, met the appraisal requirements of the appropriate regulator.

We cannot assure you that each of the underlying mortgage loans in a mortgage pool will have been the subject of a FIRREA Appraisal or, if a FIRREA Appraisal was not required, an appraisal that conformed to the requirements of the appropriate regulator at origination. To the extent available, information will be provided in the prospectus supplement with respect to appraisals on the mortgage loans underlying each series of certificates. However, the information may not be available on every mortgage loan. Prospective investors that may be subject to the Appraisal Regulations are advised to consult with their legal advisors and/or the appropriate regulators with respect to the effect of the regulations on their ability to invest in a particular series of certificates.

-109-

PLAN OF DISTRIBUTION

The certificates offered by this prospectus and by means of the related prospectus supplements will be offered through one or more of the methods described below. The prospectus supplement with respect to each series of certificates will describe the method of offering of that series of certificates, including the initial public offering or purchase price of each class of offered certificates or the method by which the price will be determined and the net proceeds to the Depositor of the sale.

The offered certificates will be offered through the following methods from time to time and offerings of different series may be made concurrently through more than one of these methods or an offering of a particular series of certificates may be made through a combination of two or more of these methods:

1. By negotiated firm commitment underwriting and public reoffering by underwriters specified in the related prospectus supplement;

2. By placements by the Depositor with investors through dealers; and

3. By direct placements by the Depositor with investors.

As more fully described in the related prospectus supplement, if underwriters are used in a sale of any offered certificates, the certificates will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices to be determined at the time of sale or at the time of commitment to sell. Firm commitment underwriting and public reoffering by underwriters may be done through underwriting syndicates or through one or more firms acting alone. The specific managing underwriter or underwriters, if any, with respect to the offer and sale of the offered certificates of a particular series will be set forth on the cover of the related prospectus supplement and the members of the underwriting syndicate, if any, will be named in the prospectus supplement. If so specified in the related prospectus supplement, the offered certificates will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by Goldman, Sachs & Co., acting as sole underwriter or together with such other underwriters, if any, named in the prospectus supplement. The Depositor is an affiliate of Goldman, Sachs & Co. and, as such, Goldman, Sachs & Co. will have a conflict of interest in underwriting any offered certificates. The prospectus supplement will describe any discounts and commissions to be allowed or paid by the Depositor to the underwriters, any other items constituting underwriting compensation and any discounts and commissions to be allowed or paid to the dealers. The obligations of the underwriters will be subject to certain conditions precedent. The underwriters with respect to a sale of any class of offered certificates will be obligated to purchase all the certificates if any are purchased. The Depositor and, if specified in the prospectus supplement, a selling Certificateholder will agree to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act or will contribute to payments required to be made in respect of these liabilities.

In the ordinary course of business, Goldman, Sachs & Co., or its affiliates, and the Depositor may engage in various securities and financing transactions, including repurchase agreements to provide interim financing of the Depositor’s mortgage loans pending the sale of the mortgage loans or interests in those mortgage loans, including the certificates.

If specified in the prospectus supplement relating to a series of certificates, a holder of one or more classes of offered certificates that is required to deliver a prospectus in connection with the offer and sale of the offered certificates may offer and sell, pursuant to this prospectus and a related prospectus supplement, the classes directly, through one or more underwriters to be designated at the time of the offering of the offered certificates or through dealers acting as agent and/or principal. The specific managing underwriter or underwriters, if any, with respect to any offer and sale of offered certificates by a selling certificateholder will be set forth on the cover of the prospectus supplement applicable to the certificates and the members of the underwriting syndicate, if any, will be named in the prospectus supplement, and the prospectus supplement will describe any discounts and commissions to be allowed

-110-

or paid by the selling certificateholder to the underwriters, any other items constituting underwriting compensation and any discounts and commissions to be allowed or paid to any dealers participating in the offering. Any offerings described in this paragraph may be restricted in the manner specified in such prospectus supplement. The transactions may be effected at market prices prevailing at the time of sale, at negotiated prices or at fixed prices. The underwriters and dealers participating in a selling Certificateholder’s offering of certificates may receive compensation in the form of underwriting discounts or commissions from the selling Certificateholder, and the dealers may receive commissions from the investors purchasing the offered certificates for whom they may act as agent (which discounts or commissions will not exceed those customary in those types of transactions involved). Any dealer that participates in the distribution of the certificates may be deemed to be an “underwriter” within the meaning of the Securities Act, and any commissions and discounts received by the dealer and any profit on the resale of the offered certificates by the dealer might be deemed to be underwriting discounts and commissions under the Securities Act.

If the offered certificates of a series are offered other than through underwriters, the related prospectus supplement will contain information regarding the nature of the offering and any agreements to be entered into between the Depositor and dealers and/or the Depositor and the purchasers of the offered certificates. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of the purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and sales by them of offered certificates. Holders of offered certificates should consult with their legal advisors in this regard prior to any reoffer or sale.

The place and time of delivery for each series of certificates offered by means of this prospectus and the related prospectus supplement will be set forth in the prospectus supplement with respect to each series.

If specified in the prospectus supplement relating to certificates of a particular series offered by means of this prospectus, the Depositor, any affiliate of the Depositor or any other person or persons specified in the prospectus supplement may purchase some or all of the offered certificates from the underwriter or underwriters or any other person or persons specified in the prospectus supplement. The purchaser may from time to time offer and sell, pursuant to this prospectus and the related prospectus supplement, some or all of the offered certificates so purchased, directly, through one or more underwriters to be designated at the time of the offering of the certificates, through dealers acting as agent and/or principal or in any other manner as may be specified in the related prospectus supplement. The offering may be restricted in the manner specified in the prospectus supplement. The transactions may be effected at market prices prevailing at the time of sale, at negotiated prices or at fixed prices. Any underwriters and dealers participating in the purchaser’s offering of the offered certificates may receive compensation in the form of underwriting discounts or commissions from the purchaser and the dealers may receive commissions from the investors purchasing the offered certificates for whom they may act as agent (which discounts or commissions will not exceed those customary in those types of transactions involved). Any dealer that participates in the distribution of the offered certificates may be deemed to be an “underwriter” within the meaning of the Securities Act, and any commissions and discounts received by the dealer and any profit on the resale of the offered certificates by the dealer might be deemed to be underwriting discounts and commissions under the Securities Act.

-111-

INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference information that we file with the SEC, which allows us to disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and the related prospectus supplement. Information that we file later with the SEC will automatically update the information in this prospectus and the related prospectus supplement. All documents (other than Annual Reports on Form 10-K) filed by us with respect to a trust fund referred to in the accompanying prospectus supplement and the related series of securities after the date of this prospectus and before the end of the related offering pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act are incorporated by reference in this prospectus and are a part of this prospectus from the date of their filing. In all cases, you should rely on the later information over different information included in this prospectus or the related prospectus supplement. As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling the office of the Secretary, 200 West Street, New York, New York 10282 (phone: 212-902-1000).

This prospectus and the related prospectus supplement for each series are parts of our registration statement. This prospectus does not contain, and the related prospectus supplement will not contain, all of the information in our registration statement. For further information, please see our registration statement and the accompanying exhibits which we have filed with the SEC. This prospectus and any prospectus supplement may summarize contracts and/or other documents. For further information, please see the copy of the contract or other document filed as an exhibit to the registration statement. You can obtain copies of the registration statement from the SEC upon payment of the prescribed charges, or you can examine the registration statement free of charge at the SEC’s offices. Reports and other information filed with the SEC, including annual reports on Form 10-K, distribution reports on Form 10-D, and current reports on Form 8-K, can be inspected, read and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E. Washington, D.C. 20549. Copies of the material can be obtained from the Public Reference Section of the SEC at 100 F Street, N.E. Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Section by calling 1-800-732-0330. The SEC also maintains a site on the World Wide Web at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The Depositor has filed the registration statement (SEC File No. 333-191331), including all exhibits thereto, through the EDGAR system, so the materials should be available by logging onto the SEC’s website. The SEC maintains computer terminals providing access to the EDGAR system at each of the offices referred to above. Copies of the Agreement pursuant to which a series of certificates is issued will be provided to each person to whom a prospectus and the related prospectus supplement are delivered, upon written or oral request directed to our offices at 200 West Street, New York, New York 10282 (phone: 1-866-471-2526), Attention: Prospectus Department.

If so specified in the related prospectus supplement, copies of all filings through the EDGAR system of the related issuing entity on Form 10-D, Form 10-K and Form 8-K will be made available on the applicable trustee’s or other identified party’s website.

LEGAL MATTERS

The validity of the certificates offered by this prospectus and certain federal income tax matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP or by other counsel identified in the related prospectus supplement.

-112-

Ratings

Unless the offering of the certificates of a series may be made consistent with the eligibility requirements for use of the registration statement pursuant to which the offering is being made, it is a condition to the issuance of the certificates of each series offered by means of this prospectus and the related prospectus supplement that at least one NRSRO shall have rated the certificates in one of the four highest rating categories.

Ratings on mortgage-backed securities address the likelihood of receipt by securityholders of all distributions on the underlying mortgage loans or other assets to which such securityholders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such securities, the nature of the underlying mortgage loans or other assets and the credit quality of the guarantor, if any. Ratings on mortgage-backed securities do not represent any assessment of the likelihood of principal prepayments by mortgagors or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of stripped certificates under certain scenarios might fail to recoup their underlying investments. Furthermore, ratings on mortgage-backed securities do not address the price of such certificates or the suitability of such certificates to the investor.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO. You should evaluate each security rating independently of any other security rating.

-113-

INDEX OF DEFINED TERMS

1
1986 Act	76
A
ADA	72
Advances	43
Agreement	26
Appraisal Regulations	109
Assessment of Compliance	45
B
Balloon Payments	51
Bankruptcy Code	55
beneficial owner	27
C
California Military Code	69
CERCLA	64
Certificateholders	28
Closing Date	37
Code	73
Collection Account	29
Cut-Off Date	29
D
Defective Mortgage Loans	39
Department	107
Depositor	25
Depository	27
Disqualified Non-U.S. Person	91
Disqualified Organization	108
Distribution Account	29
Distribution Date	28
E
EDGAR	33
Environmental Condition	64
ERISA	106
ERISA Plans	106
Exchange Act	26
Exchangeable Certificates	33
F
FATCA	98
FDIA	21
Financial Intermediary	27

FIRREA	109
FIRREA Appraisal	109
Form 8-K	37
G
Garn-St Germain Act	67
H
Holders	28
I
Insurance Proceeds	29
IRS	75
L
Lender Liability Act	64
Letter of Credit Bank	48
M
Master Servicer	40
Master Servicer Remittance Date	30
Mortgage Loan File	38
Mortgage Loan Schedule	38
Mortgaged Property	35
Mortgages	35
N
Non-U.S. Person	91
NRSRO	26
O
OID Regulations	77
Operating Advisor	41
P
Pass-Through Entity	91
Permitted Investments	31
Plan Asset Regulations	107
Plans	106
Prepayment Assumption	78
Prepayment Premium	30
Property Protection Expenses	30
R
Random Lot Certificates	77

-114-

Rating Agency	26
REA	6
Regular Certificateholder	76
Regular Certificates	73
Regulation AB	24
Relief Act	68
REMIC	32
REMIC Certificates	73
REMIC Pool	73
REMIC Regulations	73
REO Account	30
REO Property	29
Repurchase Price	39
Residual Certificateholder	86
Residual Certificates	73
Responsible Party	38
S
SEC	24
Secured-Creditor Exemption	64
Securities Act	25
Senior Certificates	47
Servicer Termination Event	46
Servicing Fee	43
Similar Law	106
SMMEA	108

Special Servicer	40
Specially Serviced Mortgage Loans	40
Standard Certificateholder	99
Standard Certificates	99
Startup Day	74
Stripped Certificateholder	103
Stripped Certificates	99, 102
Subordinate Certificates	47
Substitute Mortgage Loans	39
T
Title V	70
Title VIII	70
TRIPRA	72
Trust Fund	26
Trustee	35
U
U.S. Person	92
Underwriter’s Exemption	108
V
Voting Rights	47

-115-

[THIS PAGE INTENTIONALLY LEFT BLANK]

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and free writing prospectus. You must not rely on any unauthorized information or representations. This prospectus and free writing prospectus is an offer to sell only the certificates offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and free writing prospectus is current only as of its date.				$758,032,000 (Approximate) GS Mortgage Securities Trust 2015-GS1 as Issuing Entity GS Mortgage Securities Corporation II as Depositor Commercial Mortgage Pass-Through Certificates, Series 2015-GS1
TABLE OF CONTENTS
Free Writing Prospectus
Summary of Free Writing Prospectus			17
Risk Factors			69
Description of the Mortgage Pool			121
Transaction Parties			199
Description of the Offered Certificates			253
Yield, Prepayment and Maturity Considerations			283
The Pooling and Servicing Agreement			297
Material Federal Income Tax Consequences			364
State and Local Tax Considerations			368
ERISA Considerations			368
Legal Investment			370
Certain Legal Aspects of the Mortgage Loans			371
Ratings			373
Legal Matters			375
Index of Significant Definitions			376
Annex A	–	Statistical Characteristics of the
		Mortgage Loans	A-1
Annex B	–	Structural and Collateral Term Sheet	B-1
Annex C	–	Mortgage Pool Information	C-1
Annex D	–	Form of Distribution Date Statement	D-1
Annex E-1	–	Sponsor Representations and			Class A-1	$	29,163,000
		Warranties	E-1-1		Class A-2	$	200,000,000
Annex E-2	–	Exceptions to Sponsor			Class A-3	$	297,565,000
		Representations and Warranties	E-2-1		Class A-AB	$	47,694,000
Annex F	–	Class A-AB Scheduled Principal			Class X-A	$	625,710,000
		Balance Schedule	F-1		Class X-B	$	43,082,000
					Class A-S	$	51,288,000
Prospectus					Class B	$	43,082,000
Table of Contents			2		Class PEZ	$	141,554,000
Summary of Prospectus			3		Class C	$	47,184,000
Risk Factors			4		Class D	$	42,056,000
The Prospectus Supplement			23		Class X-D	$	42,056,000
The Depositor			25
The Sponsors			25		FREE WRITING PROSPECTUS
Use of Proceeds			25	Lead Manager and Sole Bookrunner Goldman, Sachs & Co. Co-Managers Cantor Fitzgerald & Co. Drexel Hamilton November     , 2015
Description of the Certificates			26
The Mortgage Pools			35
Servicing of the Mortgage Loans			40
Credit Enhancement			47
Swap Agreement			49
Yield Considerations			50
Certain Legal Aspects of the Mortgage Loans			52
Material Federal Income Tax Consequences			73
State and Local Tax Considerations			106
ERISA Considerations			106
Legal Investment			108
The Appraisal Regulations			109
Plan of Distribution			110
Incorporation of Certain Information by Reference			112
Legal Matters			112
Ratings			113
Index of Defined Terms			114