Unassociated Document

Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for any mortgaged property that relates to a mortgage loan secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised values and/or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).

May include mortgaged properties constituting the borrower’s leasehold interest in the mortgaged property along with the corresponding fee interest of the ground lessor in such mortgaged property.

Property Purpose

The number of mortgaged properties, and the aggregate cut-off date balance and approximate percentage of the initial outstanding pool balance of the mortgage loans secured thereby, for each indicated purpose are:


	F.	Fee Simple/Leasehold Estate	Each mortgage loan is secured by, among other things, (i) a first mortgage lien on the fee simple estate in an income producing real property, which would include mortgaged properties constituting the borrower’s leasehold interest in the mortgaged property along with the corresponding fee interest of the ground lessor in such mortgaged property, or (ii) a leasehold estate in the mortgaged property and no mortgage on the related fee estate, as set forth below.


Interest of Borrower Encumbered	Number of Mortgaged Properties		% of Initial Outstanding Pool Balance(1)
Fee Simple Estate(2)		97		99.0	%
Leasehold Estate		1		1.0	%
Total		98		100.0	%


Property Type	Number of Mortgaged Properties		Aggregate Cut-off Date Balance(1)		% of Initial Outstanding Pool Balance(1)
Office		14	$	687,124,557		52.0	%
CBD		6		535,507,187		40.5	%
Suburban		7		147,331,692		11.2	%
Medical		1		4,285,678		0.3	%
Retail		23		309,781,289		23.4	%
Anchored(2)		13		288,804,664		21.9	%
Unanchored		10		20,976,625		1.6	%
Multifamily		31		128,921,071		9.8	%
Hospitality		6		75,032,148		5.7	%
Mixed Use		15		46,439,193		3.5	%
Multifamily/Retail		11		28,687,181		2.2	%
Office/Retail		3		10,668,805		0.8	%
Industrial/Self Storage		1		7,083,208		0.5	%
Industrial		3		39,506,554		3.0	%
Self Storage		4		20,956,665		1.6	%
Manufactured Housing Community		2		13,391,491		1.0	%
Total/Weighted Average		98	$	1,321,152,968		100.0	%


		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for any mortgaged property that relates to a mortgage loan secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value and/or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).

		(2)	Includes anchored, single tenant and shadow anchored properties.

H.	Property Locations	The mortgaged properties are located in 19 separate states and the District of Columbia. The table below shows the number of mortgaged properties, the aggregate principal balance of the related mortgage loans, and the percentage of initial outstanding pool balance secured by mortgaged properties that are located in

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			the top jurisdictions that have concentrations of mortgaged properties of 5.0% or more (based on allocated loan amount as a percentage of the initial outstanding pool balance) as of the cut-off date:


State/Location	Number of Mortgaged Properties		Aggregate Cut-off Date Balance(1)			% of Initial Outstanding Pool Balance(1)
New York		17		$	361,794,418		27.4	%
California		8		$	199,376,739		15.1	%
Texas		9		$	161,675,869		12.2	%
Illinois		11		$	123,429,893		9.3	%
District of Columbia		1		$	110,000,000		8.3	%
Delaware		2		$	97,916,278		7.4	%


Due Date	Default Grace Period Days		Number of Mortgage Loans		% of Initial Outstanding Pool Balance
6th		0		24		51.6	%
11th		0		40		48.4	%


Type of Amortization	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance
Amortizing Balloon(1)		45	$	920,298,303		69.7	%
Interest-Only, then Amortizing(2)		15		194,100,000		14.7	%
Interest-Only		3		185,798,000		14.1	%
Amortizing Balloon, ARD		1		20,956,665		1.6	%
Total		64	$	1,321,152,968		100.0	%

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			payments of interest and principal based on an amortization period longer than the remaining term of such mortgage loan to maturity. Such mortgage loan therefore has an expected balloon balance at the maturity date.

K.	Modified and Refinanced Loans	As of the cut-off date, none of the mortgage loans were modified due to a delinquency or impending delinquency.

		The mortgage loans identified on Annex A-1 to this prospectus supplement as Lakeside Square, Miller Residential Portfolio, Greens Crossroads, Hickory Farm & Crossings at Fox Meadows, Sterling Hills Apartments and Walgreens Knoxville, representing 6.5% in the aggregate of the initial outstanding pool balance as of the cut-off date, are each a refinancing of another loan that was delinquent and beyond its respective maturity date.

L.	Properties Underwritten Based on Projections of Future Income	Six (6) of the mortgage loans, representing approximately 10.9% of the outstanding pool balance as of the cut-off date, are secured in whole or in part by mortgaged properties that were constructed or acquired by the related borrowers or affiliates thereof within 12 calendar months prior to the cut-off date and either have no prior operating history or do not have historical financial information.

M.	Voluntary Prepayment Provisions; Defeasance Loans	The mortgage loans have the following prepayment and/or defeasance characteristics following the related initial lockout period, as described below:

		Defeasance and Prepayment


	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance
Lockout/Defeasance(1)(2)		46	$	1,126,048,067		85.2	%
Lockout/Yield Maintenance(3)		17		194,306,901		14.7	%
Defeasance or Yield Maintenance(4)		1		798,000		0.1	%
Total		64	$	1,321,152,968		100.0	%


			(1)	All of the mortgage loans that permit defeasance prohibit defeasance until at least the second anniversary of the closing date.

			(2)	Includes the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 5.4% of the outstanding pool balance as of the cut-off date. Such mortgage loan allows a prepayment of the mortgage loan with a yield maintenance charge after May 2013 but prior to the expiration of the prepayment lock-out period, provided the lender thereunder rejects a qualified assumption of the mortgage loan in connection with the sale of the mortgaged property.

			(3)	All mortgage loans classified as “Lockout/Yield Maintenance” prohibit voluntary prepayment until at least 2 years following the related mortgage loan’s first payment date.

			(4)	Includes 1 mortgage loan, representing approximately 0.1% of the outstanding pool balance as of the cut-off date, that permits the related borrower to prepay the subject mortgage loan in full at any time (which prepayment is to be accompanied by a yield maintenance charge if prior to the prepayment open period) or to defease the subject mortgage loan following a defeasance lock-out period that ends no earlier than the second anniversary of the closing date.

			All of the mortgage loans that permit voluntary prepayment or defeasance require that the prepayment or defeasance be made

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Mortgage Loan	Cut-off Date Principal Balance			% of Initial Outstanding Pool Balance			Prepayment Lock- Out Period (months from Cut-off Date)
Chicago Ridge Mall		$	80,000,000		6.1	%		23
Canyon West		$	31,250,000		2.4	%		24
29 Prince Street		$	7,000,000		0.5	%		24
232 Mott Street		$	6,000,000		0.5	%		24
Royal St. Charles		$	8,964,340		0.7	%		24
400 North State Street		$	6,992,561		0.5	%		24
3018 Heath Avenue		$	6,900,000		0.5	%		24
1576 Taylor Avenue		$	6,150,000		0.5	%		24
2770 Kingsbridge Terrace		$	5,700,000		0.4	%		24
75 West 190th Street		$	5,600,000		0.4	%		24
1055 Grand Concourse		$	5,500,000		0.4	%		24
2505 Aqueduct Avenue		$	4,875,000		0.4	%		24
2500 University Avenue		$	4,875,000		0.4	%		24
3215 Holland Avenue		$	4,425,000		0.3	%		24
2785 Sedgwick Avenue		$	3,825,000		0.3	%		24
686 Rosewood Street		$	3,150,000		0.2	%		24
305 Bedford Park Boulevard		$	3,100,000		0.2	%		24
Dollar General – Orange City(1)		$	798,000		0.1	%		0


		(1)	Also permits the related borrower to defease the mortgage loan commencing no earlier than the second anniversary of the closing date.

		The mortgage loans that are subject to yield maintenance provisions generally permit voluntary prepayment without the payment of any penalty on the last 1 to 7 scheduled payment dates (through and including the maturity date or the Anticipated Repayment Date).

N.	Certain Variances from Underwriting Standards	The mortgage loans that Cantor Commercial Real Estate Lending, L.P. is selling to the depositor were originated in accordance with Cantor Commercial Real Estate Lending, L.P.’s underwriting standards, as set forth under “The Sponsors, Mortgage Loan Sellers and Originators—Cantor Commercial Real Estate Lending, L.P.—CCRE Lending’s Underwriting Standards” in this prospectus supplement.

		The mortgage loans that German American Capital Corporation is selling to the depositor were originated in accordance with German American Capital Corporation’s underwriting standards, as set forth under “The Sponsors, Mortgage Loan Sellers and

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		Originators—German American Capital Corporation—GACC’s Underwriting Standards” in this prospectus supplement, except as described under “—GACC’s Underwriting Standards—Exceptions.”

		The mortgage loans that Ladder Capital Finance LLC is selling to the depositor were originated in accordance with, or in a manner consistent with, Ladder Capital Finance LLC’s underwriting standards, except as described under “The Sponsors, Mortgage Loan Sellers and Originators—Ladder Capital Finance LLC—Ladder Capital Group’s Underwriting Guidelines and Processes” in this prospectus supplement.

O.	Mortgage Loans with Related Borrowers	Four (4) groups of mortgage loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the largest 3 groups representing approximately 4.1%, 2.4% and 1.1%, respectively, of the outstanding pool balance as of the cut-off date. The foregoing is in addition to any particular mortgage loan that has multiple affiliated borrowers.

P.	Significant Mortgage Loans

	Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans


Mortgage Loan	Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Remaining Term		U/W NCF DSCR(1)			Cut-off Date LTV(1)			LTV Ratio at Maturity or ARD(1)			Cut-off Date U/W NOI Debt Yield(1)
1055 West 7th Street	$	117,876,076		8.9	%		5.050	%		119		1.37	x		71.4	%		58.9	%		9.7	%
77 K Street		110,000,000		8.3	%		4.580	%		118		1.55	x		64.6	%		59.2	%		10.0	%
260 and 261 Madison Avenue		105,000,000		7.9	%		4.987	%		118		1.88	x		50.2	%		50.2	%		10.2	%
520 Eighth Avenue		104,714,833		7.9	%		4.111	%		118		2.17	x		38.1	%		30.4	%		13.5	%
Chicago Ridge Mall		80,000,000		6.1	%		4.600	%		119		2.74	x		61.7	%		61.7	%		13.5	%
Crossgates Mall		71,779,584		5.4	%		5.398	%		117		1.35	x		63.6	%		53.2	%		9.5	%
500 Delaware Avenue		69,760,663		5.3	%		5.014	%		117		1.49	x		71.5	%		58.3	%		10.4	%
GSA New Orleans		36,000,000		2.7	%		4.650	%		120		1.45	x		68.6	%		47.1	%		10.5	%
Lakeside Square		35,000,000		2.6	%		5.750	%		120		1.74	x		61.0	%		51.3	%		13.7	%
Sentry Park West		31,440,657		2.4	%		4.887	%		119		1.53	x		72.3	%		59.3	%		10.5	%
Total/Wtd. Avg.	$	761,571,814		57.6	%		4.833	%		118		1.76	x		60.6	%		52.6	%		11.0	%


(1)	In the case of the 260 and 261 Madison Avenue mortgage loan and the Crossgates Mall mortgage loan, representing approximately 13.4% of the outstanding pool balance as of the cut-off date, each of which has one or more pari passu companion loans that are not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields for such mortgage loan have been calculated based on the mortgage loan included in the issuing entity and the related pari passu companion loan(s) not included in the issuing entity.

		For a brief summary of the 20 largest mortgage loans or groups of cross-collateralized mortgage loans (including the 10 such mortgage loans described above) in the pool of mortgage loans, see Annex B to this prospectus supplement.

ADDITIONAL CONSIDERATIONS

		See “Description of the Offered Certificates—Appraisal Reductions” in this prospectus supplement.

	Optional Termination	On any distribution date on which the remaining aggregate principal balance of the mortgage loans (other than the mortgage loan identified on Annex A-1 to this prospectus supplement as GSA New Orleans, representing approximately 2.7% of the

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		outstanding pool balance as of the cut-off date) remaining in the issuing entity is less than 1.0% of the aggregate principal balance of all of the mortgage loans (other than the mortgage loan identified on Annex A-1 to this prospectus supplement as GSA New Orleans) as of the cut-off date, each of (i) the holder of the majority interest of the controlling class, (ii) the special servicer or (iii) the master servicer, in that order, may exercise an option to purchase all of the mortgage loans (including all property acquired through the exercise of remedies in respect of any mortgage loan). Exercise of this option will affect the termination of the issuing entity and retirement of the then outstanding certificates. If the Class A-1 through Class E certificates and the Class PEZ certificates are no longer outstanding, the issuing entity could also be terminated in connection with an exchange by a sole remaining certificateholder of all the then outstanding certificates, excluding the Class V, Class R and Class LR certificates and, if the sole remaining certificateholder has taken only an assignment of the voting rights of the Class X-B certificates, the Class X-B certificates) for the mortgage loans and REO property remaining in the issuing entity, and the sole remaining certificateholder makes a payment to the certificate administrator and the master servicer as described under “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement.

		See “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement and “Description of the Certificates—Termination” in the prospectus.

	Repurchase Obligation	Each mortgage loan seller will make the representations and warranties set forth on Annex F to this prospectus supplement with respect to the mortgage loans sold by such mortgage loan seller. If a mortgage loan seller has been notified of a breach of any of its representations and warranties or a defect in the documentation of any of the mortgage loans sold by it, which breach or defect materially and adversely affects the value of the subject mortgage loan, the value of the related mortgaged property or the interests of the trustee in the subject mortgage loan or the related mortgaged property, then that mortgage loan seller or an affiliate will be required to either cure the breach or defect (as applicable), repurchase the affected mortgage loan from the issuing entity, replace the affected mortgage loan with another mortgage loan or make a cash payment in lieu of such cure, repurchase or replacement as described under “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement. If the related mortgage loan seller or its affiliate, as applicable, decides to repurchase the affected mortgage loan, the repurchase would have the same effect on the offered certificates as a prepayment in full of the affected mortgage loan, except that the repurchase will not be accompanied by any prepayment premium or yield maintenance charge.

		In the case of the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, as to which German American Capital Corporation and Ladder Capital Finance LLC are each a mortgage

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		loan seller with respect to its respective note, each mortgage loan seller will only be obligated to repurchase the specific note as to which it is acting as mortgage loan seller.

	Sale of Defaulted Mortgage Loans and REO Properties	Pursuant to the pooling and servicing agreement, if the special servicer determines that it would be in the best interests of the certificateholders and, in the case of a serviced loan combination, the related serviced companion loan noteholders (as a collective whole as if such parties constituted a single lender), it will be required to solicit offers for defaulted mortgage loans (including, with respect to any serviced loan combination, the related serviced companion loans) and REO properties and accept the first (and, if multiple bids are contemporaneously received, the highest) cash bid from any person that constitutes a fair price for the defaulted mortgage loan or REO property, determined as described in “The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans and Serviced REO Properties” in this prospectus supplement, unless the special servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the best interests of the certificateholders and, in the case of any serviced loan combination, the related serviced companion loan noteholders, as a collective whole as if such certificateholders and companion loan noteholders constituted a single lender. See “The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans and Serviced REO Properties” in this prospectus supplement. In addition, the holder of a mezzanine loan secured by interests in the borrower under a mortgage loan, generally has the right to purchase that mortgage loan under certain default scenarios, as described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing” in this prospectus supplement.

		With respect to any defaulted mortgage loan or REO property that is part of, or relates to, a serviced loan combination, the sale of such defaulted mortgage loan and REO property will, to the extent set forth in the related intercreditor agreement, generally be subject to any consultation rights of the related serviced companion loan holder, as further described in this prospectus supplement under “Description of the Mortgage Pool—Loan Combinations.”

		In addition, with respect to the 260 and 261 Madison Avenue mortgage loan, if such mortgage loan becomes a defaulted mortgage loan, the special servicer (or, after the securitization of the 260 and 261 Madison Avenue companion loan, the special servicer with respect to such securitization) will be entitled (but not required) to sell such mortgage loan together with the related companion loan as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the related pooling and servicing agreement.

		In addition, with respect to the Crossgates Mall mortgage loan, if such mortgage loan becomes a defaulted mortgage loan, the special servicer will be entitled (but not required) to sell such mortgage loan together with the related companion loans as notes

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	evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the pooling and servicing agreement.

Conflicts of Interest	The relationships between the parties to this transaction and the activities, including business arrangements and financial dealings, 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, companion loans or mezzanine loans by the depositor, mortgage loan sellers, underwriters, master servicer, special servicer, trustee, certificate administrator, operating advisor or any of their affiliates;

	●	the relationships, including financial dealings, of the mortgage loan sellers, master servicer, special servicer, the operating advisor or any of their affiliates with any borrower, borrower sponsor or loan guarantor;

	●	the obligation of the special servicer to take actions at the direction of any directing holder;

	●	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 F, Class G, and Class H certificates to request the removal or re-sizing of or other changes to the features of some or all of the mortgage loans; and

	●	the activities of the underwriters, master servicer, special servicer, certificate administrator, operating advisor, mortgage loan sellers or any of their affiliates in connection with any other transaction.

	See “Risk Factors—Risks Related to Conflicts of Interest” in this prospectus supplement.

Material Federal Income Tax Consequences	Elections will be made to treat portions of the issuing entity (exclusive of the portions of the issuing entity consisting of (i) the portion of the Class A-M-PEZ, Class B-PEZ, Class C-PEZ and Class D certificates that have been exchanged for Class PEZ certificates and the related distribution account, (ii) the excess interest and the related distribution account and (iii) the CCRE Strips) as two separate REMICs, known as the “Lower-Tier REMIC” and the “Upper-Tier REMIC” (each, a “Trust REMIC”) for federal income tax purposes. In the opinion of counsel, such portions of the issuing entity will qualify for this treatment pursuant to their elections.

	The Class R certificates will represent the sole class of “residual interests” in the Upper-Tier REMIC, and the Class LR certificates

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	will represent sole class of residual interests in the Lower-Tier REMIC.

	In addition, in the opinion of counsel, the portion of the issuing entity consisting of (i) excess interest, which is beneficially owned by the holders of the Class V certificates, and related amounts in the Class V Distribution Account, and (ii) the portion of the Class A-M-PEZ, Class B-PEZ, Class C-PEZ and Class D certificates that have been exchanged for Class PEZ certificates and the related distribution account will be treated as a grantor trust for federal income tax purposes, as further described under “Material Federal Income Tax Consequences” in this prospectus supplement.

	Federal income tax consequences of an investment in the certificates offered in this prospectus supplement include:

	●	Each class of certificates (other than the Class PEZ, Class V, Class R and Class LR certificates) will constitute a class of “regular interests” in the Upper-Tier REMIC.

	●	The certificates (other than the Class PEZ, Class V, Class R and Class LR certificates) will be treated as newly originated debt instruments for federal income tax purposes.

	●	It is anticipated that the Class A-1, Class A-2, Class A-SB, Class A-4, Class A-M and Class B will be issued at a premium, that the Class C certificates will be issued with a de minimis amount of original issue discount and that the Class X-A Certificates will be issued with original issue discount for federal income tax purposes.

	See “Material Federal Income Tax Consequences” in this prospectus supplement.

ERISA Considerations	A fiduciary of an employee benefit plan should review with its legal advisors whether the purchase or holding of the certificates offered by this prospectus supplement could give rise to a transaction that is prohibited or is not otherwise permitted under either the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or whether there exists any statutory, regulatory or administrative exemption applicable thereto. The U.S. Department of Labor has granted substantially identical administrative exemptions to Deutsche Bank Securities Inc., Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 2007-5, and to Cantor Fitzgerald & Co., Department Final Authorization Number 2011-05E, which generally exempt from the application of certain of the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Internal Revenue Code of 1986, as amended, transactions relating to the purchase, sale and holding of pass-through certificates sold by the underwriters and the servicing and operation of the related asset pool, provided that certain conditions are satisfied.

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		The depositor expects that the exemptions granted to Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co. will generally apply to the certificates offered in this prospectus supplement; provided that certain conditions are satisfied. See “ERISA Considerations” in this prospectus supplement and “Certain ERISA Considerations” in the prospectus.

	Ratings	It is a condition to the issuance of the offered certificates that each class of the offered certificates will receive investment grade credit ratings from two nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates.

		See “Ratings” in this prospectus supplement and “Rating” in the prospectus for a discussion of the basis upon which ratings are given, the limitations of and restrictions on the ratings, and the conclusions that should not be drawn from a rating. Each of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates has agreed to perform ratings surveillance with respect to its ratings for so long as the certificates remain outstanding. Fees for such ratings surveillance will be paid by the depositor.

		A rating is not a recommendation to purchase, hold or sell the related certificates. Any rating agency that rates the certificates may, in its discretion, lower or withdraw its rating at any time as to any class of certificates. None of the relevant parties (including, without limitation, the issuing entity, the depositor, the sponsors, the servicers, the certificate administrator, the trustee, the operating advisor and their affiliates) will be required to monitor any changes to any ratings on the certificates.

		Nationally recognized statistical rating organizations that the depositor has not engaged to rate the offered 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. 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 of one or more classes of the offered certificates that are lower than the ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class or those classes of offered certificates.

		As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to certain nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected two of those nationally recognized statistical rating organizations to rate the offered certificates and did not select the other nationally recognized statistical rating organizations due, in part, to those nationally recognized statistical rating organizations’ initial subordination levels for the various classes of offered and non-offered certificates. Had the depositor

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		selected such other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would ultimately have assigned to the offered 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 offered certificates after the date of this prospectus supplement. In no event will no downgrade confirmations from any nationally recognized statistical rating organization (other than the rating agencies engaged by the depositor) 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 either or both of the rating agencies engaged by the depositor to rate the offered certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the offered certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Offered Certificates” and “Ratings” in this prospectus supplement and “Rating” in the prospectus for more information.

	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 and consequences of the purchase, ownership, and sale of the offered certificates. See “Legal Investment” in this prospectus supplement and the prospectus.

	Denominations; Clearance and Settlement	The certificates offered in this prospectus supplement will be issuable in registered form, in minimum denominations of certificate balance of (i) $10,000 with respect to the Class A-1, Class A-2, Class A-SB, Class A-4, Class A-M, Class B and Class C Certificates and (ii) $100,000 with respect to the Class X-A Certificates. Investments in excess of the minimum denominations may be made in multiples of $1.

		You may hold your certificates through (i) The Depository Trust Company (“DTC”) (in the United States) or (ii) Clearstream

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		Banking Luxembourg, a division of Clearstream International, société anonyme (“Clearstream”) or The Euroclear System (“Euroclear”) (in Europe). Transfers within DTC, Clearstream or Euroclear will be in accordance with the usual rules and operating procedures of the relevant system. See “Description of the Offered Certificates—Delivery, Form and Denomination,” “—Book-Entry Registration” and “—Definitive Certificates” in this prospectus supplement and “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in the attached prospectus.

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●

the interest rate for such certificate;

●

the rate and timing of principal payments (including principal prepayments) and other principal collections on or in respect of the mortgage loans and the extent to which such amounts are to be applied or otherwise result in a reduction of the certificate balance of such certificate;

●

the rate, timing and severity of losses on or in respect of the mortgage loans or unanticipated expenses of the issuing entity;

●

the timing and severity of any interest shortfalls resulting from prepayments, or other shortfalls resulting from special servicing compensation, interest on advances or other expenses of the issuing entity;

●

the timing and severity of any appraisal reductions; and

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the extent to which prepayment premiums and yield maintenance charges are collected and, in turn, distributed on such certificate.

The investment performance of the certificates offered in this prospectus supplement may be materially different from what you expected if the assumptions you made with respect to the factors listed above are incorrect.

Your certificates may be offered at a premium or discount. If you purchased your certificates at a premium or discount, the yield on your certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans and, where the amount of interest payable with respect to a class is disproportionately large, as compared to the amount of principal, a holder might fail to recover its original investment. If you purchase your certificates at a discount (other than with respect to the Class X-A certificates), you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield that is lower than your anticipated yield. If you purchase your certificates at a premium (or with respect to the Class X-A certificates), you should consider the risk that a faster than anticipated rate of principal payments could result in an actual yield that is lower than your anticipated yield. The rate and timing of principal prepayments on pools of mortgage loans varies among pools and is influenced by a variety of economic, demographic, geographic, social, tax and legal factors. Accordingly, neither you nor we can predict the rate and timing of principal prepayments on the mortgage loans underlying your certificates.

The yield on any class of certificates whose pass-through rate is affected by the weighted average net mortgage interest rate could also be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates, since those classes bear interest at a rate limited by, equal to, or based on the weighted average net mortgage interest rate of the mortgage loans. The pass-through rates on such certificates may be limited by, equal to, or based on the weighted average of the net mortgage interest rates on the mortgage loans even if principal prepayments do not occur.

If you purchase Class X-A certificates, your yield to maturity will be particularly sensitive to the rate and timing of principal payments on the related underlying mortgage loans. Depending on the timing thereof, a payment of principal in reduction of the certificate balance of a class of certificates may result in a reduction in the total notional balance of the Class X-A certificates. Accordingly, if principal payments on the related underlying mortgage loans occur at a rate faster than that assumed at the time of purchase, then your actual yield to maturity with respect to any such class of certificates may be lower than that assumed at the time of purchase. Your yield to maturity could also be adversely affected by the purchase or repurchase of a mortgage loan. See “—Risks Related to Prepayments and Repurchases of Mortgage Loans” in this prospectus supplement.

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Optional Early Termination of the Issuing Entity May Result in an Adverse Impact on Your Yield or May Result in a Loss

The certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the issuing entity. We cannot assure you that the proceeds from a sale of the mortgage loans and/or REO properties will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of certificates affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement.

A Mortgage Loan Seller May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan

Each mortgage loan seller is the sole warranting party in respect of the related mortgage loans sold by it to us. Neither we nor any of our affiliates (except, in certain circumstances, for German American Capital Corporation, solely in its capacity as the mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a material breach of the mortgage loan seller’s representations and warranties or any material document defects, if such mortgage loan seller defaults on its obligation to do so. However, Ladder Capital Finance Holdings LLLP is guaranteeing the payment obligations of Ladder Capital Finance LLC in this regard. In the case of the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, as to which German American Capital Corporation and Ladder Capital Finance LLC are each acting as a mortgage loan seller with respect to its respective note, each mortgage loan seller will only be obligated to repurchase the specific note as to which it is acting as mortgage loan seller. We cannot provide assurances that the mortgage loan seller (or, in the case of Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP) will have the financial ability to effect such repurchases or substitutions. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” within the meaning of section 860G(a)(3) of the Internal Revenue Code of 1986, as amended, 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 “The Sponsors, Mortgage Loan Sellers and Originators” and “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Any Loss of Value Payment Made by a Mortgage Loan Seller May Prove To Be Insufficient to Cover All Losses on a Defective Mortgage Loan

In lieu of repurchasing or substituting a mortgage loan in connection with either a material breach of the mortgage loan seller’s representations and warranties or any material document defects (other than a material breach that is related to a mortgage loan not being a “qualified mortgage” within the meaning of section 860G(a)(3) of the Internal Revenue Code of 1986, as amended), the related mortgage loan seller may make a loss of value payment to the issuing entity. Upon its making such payment, the mortgage loan seller will be deemed to have cured the related material breach or material document defect in all respects. Although a loss of value payment may only be made to the extent that the special servicer deems such amount to be sufficient to compensate the issuing entity for the related material breach or material document defect, there can be no assurance that such loss of value payment will fully compensate the issuing entity for such material breach or material document defect in all respects. See “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Risks Related to Borrower Default

The rate and timing of delinquencies or defaults on the mortgage loans will affect:

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the aggregate amount of distributions on the offered certificates;

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their yield to maturity;

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the rate of principal payments on the offered certificates; and

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their weighted average life.

Losses on the mortgage loans will be allocated to Class H, Class G, Class F, Class E, Class D, Class C and Class C-PEZ (based on their respective entitlements pro rata), Class B and Class B-PEZ (based on their respective entitlements pro rata) and Class A-M and Class A-M-PEZ certificates (based on their respective entitlements pro rata), in that order, reducing amounts otherwise payable to each class (in each case without regard to any exchanges of Class A-M-PEZ, Class B-PEZ, Class C-PEZ and Class D certificates for Class PEZ certificates). Any remaining losses will then be allocated to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates and, with respect to interest losses only, the Class X-A and Class X-B certificates based on their respective entitlements pro rata. However, because the notional balance of the Class X-B certificates is based on the certificate balances of the Class B, Class B-PEZ, Class C, Class C-PEZ, Class D, Class E, Class F, Class G and Class H certificates, any losses allocated to such classes of certificates (in each case without regard to any exchanges of Class A-M-PEZ, Class B-PEZ, Class C-PEZ and Class D certificates for Class PEZ certificates) will have the effect of simultaneously reducing the amount of interest to which the Class X-B certificates are entitled, notwithstanding that the Class X-B certificates are senior in right of payment to such classes of certificates. Similarly, any losses allocated to the Class A-M or Class A-M-PEZ certificates (in each case without regard to any exchanges of Class A-M-PEZ, Class B-PEZ, Class C-PEZ and Class D certificates for Class PEZ certificates) will have the effect of simultaneously reducing the amount of interest to which the Class X-A certificates are entitled, notwithstanding that the Class X-A certificates are senior in right of payment to the Class A-M and Class A-M-PEZ certificates.

Each class of certificates (other than the Class PEZ, Class H, Class V, Class R and Class LR certificates) is senior to certain other classes of certificates in respect of the right to receive distributions and the allocation of losses. If losses on the mortgage loans exceed the aggregate certificate balance of the classes of certificates subordinated to such class, that class will suffer a loss equal to the full amount of such excess (up to the outstanding certificate balance of such class).

If you calculate your anticipated yield based on assumed rates of default and losses that are lower than the default rate and losses actually experienced and if such losses are allocable to your certificates, your actual yield to maturity will be lower than the assumed yield. Under certain extreme scenarios, such yield could be negative. In general, the earlier a loss borne by your certificates occurs, the greater the effect on your yield to maturity.

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. This may be so because those losses cause your certificates to have a higher interest in distributions of principal payments on the remaining mortgage loans than would otherwise have been the case. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

Additionally, delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless principal and interest advances are made to cover delinquent payments or the subordination of another class of certificates fully offsets the effects of any such delinquency or default.

Risks Related to Modification of Mortgage Loans with Balloon Payments

In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement enables the special servicer to extend and modify the terms of mortgage loans (other than any non-serviced mortgage loans, which are being serviced pursuant to separate servicing agreements) that are in material default or as to which a payment default (including the failure to make a balloon payment) is reasonably foreseeable, subject, however, to the limitations described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments,” “—Realization Upon Mortgage

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Loans” and “—Modifications” in this prospectus supplement. The master servicer or special servicer is only required to determine that any such extension or modification is reasonably likely to produce a greater recovery than a liquidation of the real property securing such mortgage loan. There is a risk that the decision of the master servicer or special servicer to extend or modify a mortgage loan may not in fact produce a greater recovery on your certificate. There can be no assurance that any extension or modification will increase the present value of recoveries in a given case. Neither the master servicer nor the special servicer will have the ability to extend or modify the 260 and 261 Madison Avenue mortgage loan (after the securitization of the related pari passu companion loan), because the 260 and 261 Madison Avenue mortgage loan will be serviced by another master servicer and special servicer pursuant to a separate servicing agreement. Any delay in the collection of a balloon payment that would otherwise be distributable in respect of a class of certificates offered in this prospectus supplement, whether such delay is due to borrower default or to modification of the related mortgage loan by the master servicer or special servicer servicing the 260 and 261 Madison Avenue mortgage loan, will likely extend the weighted average life of such class of certificates. See “Yield and Maturity Considerations” in this prospectus supplement and in the attached prospectus.

Risks Related to Certain Payments

To the extent described in this prospectus supplement, the master servicer, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances. 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 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 and may lead to shortfalls in amounts otherwise distributable on your certificates.

Subject to certain conditions, the master servicer is entitled, under the pooling and servicing agreement, to receive, or to assign a portion of its master servicing fee referred to as the excess servicing strip. If a master servicer resigns or is terminated as master servicer, it (or its assignee) would continue to be entitled to receive the excess servicing strip and would be paid that excess servicing strip, except to the extent that any portion of that excess servicing strip is needed to compensate any successor master servicer for assuming the duties of the resigning or terminated master servicer with respect to the mortgage loans that it is servicing under the pooling and servicing agreement. There can be no assurance that, following any resignation or termination of a master servicer, (a) any holder of the excess servicing strip would not dispute the determination that any portion of the excess servicing strip was necessary to compensate a successor master servicer or (b) the issuing entity would be able to successfully recapture the excess servicing strip or any portion of that strip from any holder of the excess servicing strip, in particular if that holder were the subject of a bankruptcy or insolvency proceeding.

Risks of Limited Liquidity and Market Value

The offered certificates will not be listed on any national securities exchange or traded on any automated quotation system of any registered national securities association, and there is currently no secondary market for the offered certificates. While the underwriters have advised that they currently intend to make a secondary market in the offered certificates, they are under no obligation to do so. There is no assurance that a secondary market for the offered certificates will develop. Moreover, if a secondary market does develop, we cannot assure you that it will provide you with liquidity of investment or that it will continue for the life of the offered certificates. Lack of liquidity could result in a precipitous drop in the market value of the offered certificates. In addition, the market value of the offered certificates at any time may be affected by many factors, including then-prevailing interest rates, and no representation is made by any person or entity as to the market value of any offered certificates at any time.

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The Limited Nature of Ongoing Information May Make It Difficult for You To Resell Your Certificates

The primary source of ongoing information regarding your certificates, including information regarding the status of the related assets of the issuing entity, will be the periodic reports made available to you by the certificate administrator described in this prospectus supplement under the heading “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information”, and any reports with respect to the issuing entity filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. We cannot assure you that any additional ongoing information regarding your certificates will be available through any other source. In addition, the depositor is not aware of any source through which price information about the certificates will be generally available on an ongoing basis. The limited nature of the information regarding the certificates may adversely affect the liquidity of the certificates, even if a secondary market for the certificates becomes available.

Risks Related to Factors Unrelated to the Performance of the Certificates and the Mortgage Loans, Such as Fluctuations in Interest Rates and the Supply and Demand of CMBS Generally

The market value of the certificates offered in this prospectus supplement can decline even if those certificates and the mortgage loans are performing at or above your expectations.

The market value of the offered certificates will be sensitive to fluctuations in current interest rates. However, a change in the market value of the offered certificates as a result of an upward or downward movement in current interest rates may not equal the change in the market value of the offered certificates as a result of an equal but opposite movement in interest rates.

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

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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;

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legal and other restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities or limit the amount or types of commercial mortgage-backed securities that it may acquire;

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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 mortgage loans secured by income producing properties; and

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

If you decide to sell any of your certificates, the ability to sell those certificates will depend on, among other things, whether and to what extent a secondary market then exists for such certificates, and you may have to sell at discount from the price you paid for reasons unrelated to the performance of the certificates or the mortgage loans. Pricing information regarding the certificates may not be generally available on an ongoing basis or on any particular date.

Credit Support May Not Cover All Types of Losses

Use of credit support will be subject to the conditions and limitations described in this prospectus supplement. Moreover, such credit support may not cover all potential losses or risks. For example, credit support may or may not cover loss by reason of fraud or negligence by a mortgage loan originator

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or other parties. Any losses not covered by credit support may, at least in part, be allocated to one or more classes of your certificates.

Disproportionate Benefits May Be Given to Certain Classes

Although subordination of certain classes of the non-offered certificates is intended to reduce the likelihood of temporary shortfalls and ultimate losses to holders of the offered certificates, the amount of subordination will be limited and may decline under certain circumstances. In addition, if principal payments on one or more classes of certificates are made in a specified order of priority, any related credit support may be exhausted before the principal of the later paid classes of certificates of such series has been repaid in full. As a result, the impact of losses and shortfalls experienced with respect to the mortgage loans may fall disproportionately upon such later-paid classes of offered certificates.

The Amount of Credit Support Will Be Limited

The amount of any applicable credit support supporting one or more classes of certificates, including the subordination of one or more other classes of certificates, was determined on the basis of criteria established by each rating agency rating such classes of certificates based on an assumed level of defaults, delinquencies and losses on the underlying mortgage loans and certain other factors. However, we cannot assure you that the loss experienced on the mortgage loans will not exceed such assumed levels. See “Description of the Offered Certificates—General” and “—Subordination” in this prospectus supplement. If the losses on the mortgage loans do exceed such assumed levels, you may be required to bear such additional losses.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the requirements of the Internal Revenue Code of 1986, as amended, for REMIC status during any taxable year, the Internal Revenue Code of 1986, as amended, 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 Trust REMICs, would likely be treated as one or more separate associations taxable as a corporation under Treasury regulations, and some or all of the certificates may be treated as stock interests in those associations and not as debt instruments. The Internal Revenue Code of 1986, as amended, 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 U.S. 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 this prospectus supplement, potential purchasers should consider the state and local income tax consequences of the acquisition, ownership and disposition of the certificates. State and local income tax laws may differ substantially from the corresponding federal law, and this prospectus supplement does not purport to describe any aspects of the income tax laws of the states or localities in which the mortgaged properties are located or of any other applicable state or locality.

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

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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 certificates. We cannot assure you that holders of certificates will not be subject to tax in any particular state or local taxing jurisdiction.

If any tax or penalty is successfully asserted by any state or local 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 that tax or penalty.

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

Certain Federal Tax Consideration Regarding Original Issue Discount

Certain classes of offered 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 regard to the original issue discount. See “Material Federal Income Tax Consequences” in this prospectus supplement and “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the attached prospectus.

Tax Considerations Related to Foreclosure

If the issuing entity acquires a mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer will generally be required to retain an independent contractor to operate and manage the mortgaged property.

Among other things, 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 at least 10% completed when default on the mortgage loan becomes imminent. Furthermore, any net income from such operation (other than qualifying “rents from real property”), or any rental income based on the net profits of a tenant or sub tenant or allocable to a non-customary service, will subject the Lower-Tier REMIC to federal tax on such income at the highest marginal corporate tax rate (currently 35%) and possibly state or local tax. “Rents from real property” does not include any 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 building involved. In such event, the net proceeds available for distribution to certificateholders will be reduced. The special servicer 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 certificateholders is greater than under another method of operating or leasing the mortgaged property. See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans” in this prospectus supplement.

In addition, if the issuing entity were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, 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 the properties. These state or local taxes may reduce net proceeds available for distribution with respect to the certificates.

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

On September 15, 2009, the Internal Revenue Service 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 servicer reasonably believes that there is a “significant risk of default” with respect to the mortgage loan upon maturity of the loan or at an earlier date, and that by making such modification the risk of default is

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substantially reduced. Accordingly, if the master servicer or the special servicer determined that an underlying 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, any such modification may impact the timing and ultimate recovery on the mortgage loan, and likewise on one or more classes of certificates.

In addition, the Internal Revenue Service has issued final regulations under the REMIC provisions of the Internal Revenue Code of 1986, as amended, that modify the tax restrictions imposed on a servicer’s ability to modify the terms of the mortgage loans held by a REMIC relating to changes in the collateral, credit enhancement and recourse features. The Internal Revenue Service has also 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 and occurs more than two years after the startup day of the REMIC, all in accordance with the REMIC provisions of the Internal Revenue Code of 1986, as amended. 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. This could impact the timing and ultimate recovery on a mortgage loan, and likewise on one or more classes of certificates.

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

Risks Relating to Lack of Certificateholder Control over the Issuing Entity

You generally do not have a right to vote, except with respect to certain amendments to the pooling and servicing agreement. Furthermore, you will generally not have the right to make decisions concerning administration of the issuing entity. The pooling and servicing agreement gives the master servicer, the special servicer, the trustee, the certificate administrator or the REMIC administrator, as applicable, certain decision-making authority concerning administration of the issuing entity. These parties may make decisions different from those that holders of any particular class of the certificates offered in this prospectus supplement would have made, and these decisions may negatively affect those holders’ interests.

While there is an operating advisor with certain obligations in respect of reviewing the compliance of certain of the special servicer’s obligations under the pooling and servicing agreement, the operating advisor has no control or consultation rights over actions by the special servicer for so long as no Control Termination Event has occurred and is continuing. 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 to act on behalf of the certificateholders or the issuing entity or in the best interest of any particular 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.

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Different Timing of Mortgage Loan Amortization Poses Certain Risks

As principal payments or prepayments are made on a mortgage loan that is part of a pool of mortgage loans, the pool may be subject to more risk with respect to the decreased diversity of the size of mortgage loans, geographic location and types of mortgaged properties and number and affiliation of borrowers, as described above under the headings “—Risks Related to the Mortgage Loans—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks,” “—Risks Related to Mortgage Loan Concentration,” “—Risks Related to Borrower Concentration” and “—Geographic Concentration Exposes Investors to Greater Risk of Default and Loss.” Classes that have a later sequential designation or a lower payment priority are more likely to be exposed to this concentration risk than are classes with an earlier sequential designation or higher priority. This is so because, subject to the payment of the Class A-SB Certificates as described in “Description of the Offered Certificates—Distributions,” principal on the certificates is generally payable in sequential order, and no class entitled to distribution of principal generally receives principal until the certificates balance(s) of the preceding class or classes entitled to receive principal have been reduced to zero.

Ratings of the Offered Certificates

Ratings assigned to the offered certificates by the rating agencies engaged by the depositor will be based, among other things, on the economic characteristics of the mortgaged properties and other relevant structural features of the transaction. A security rating does not represent any assessment of the yield to maturity that a certificateholder may experience. Ratings assigned to the offered certificates reflect only the views of the respective rating agencies as of the date such ratings are issued. Future events could have an adverse impact on such ratings. Ratings 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. Ratings do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.

Furthermore, the amount, type and nature of credit support, if any, provided with respect to the offered certificates is determined on the basis of criteria established by each rating agency. These criteria are sometimes based upon analysis of the behavior of mortgage loans in a larger group. However, we cannot assure you that the historical data supporting that analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of the mortgage loans in the issuing entity. As evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued commercial mortgage-backed securities during the recent credit crisis, the rating agencies’ assumptions regarding the performance of the mortgage loans related to such commercial mortgage-backed securities were not, in all cases, correct.

With respect to each mortgage loan, certain actions provided for in the related loan agreement require, as a condition to taking such action, that a no downgrade confirmation be obtained from each rating agency. In certain circumstances, this condition may be deemed to have been met or waived without such a no downgrade confirmation being obtained. See the definition of “No Downgrade Confirmation” in this prospectus supplement. In the event such an action is taken without a no downgrade 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 offered certificates, pursuant to the pooling and servicing agreement your acceptance of certificates will constitute an acknowledgment of, and agreement with, the procedures relating to no downgrade confirmations described under the definition of “No Downgrade Confirmation” in this prospectus supplement.

We are not obligated to maintain any particular rating with respect to any class of offered certificates. The ratings initially assigned to the offered certificates by either or both of the rating agencies engaged by the depositor to rate the offered certificates could change adversely as a result of changes affecting, among other things, the underlying mortgage loans, the mortgaged properties, the trustee, the certificate administrator, the operating advisor, the master servicer or the special servicer, or as a result of changes

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to ratings criteria employed by either or both of such rating agencies. Although these changes would not necessarily result from an event of default on any underlying mortgage loan, any adverse change to the ratings of the offered certificates would likely have an adverse effect on the liquidity, market value and regulatory characteristics of those certificates. See “Ratings” in this prospectus supplement.

Further, a ratings downgrade of any class of offered certificates below an investment grade rating by the rating agencies could affect the ability of a benefit plan or other investor to purchase those certificates. See “ERISA Considerations” and “Legal Investment” in this prospectus supplement.

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

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to certain nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected two of those nationally recognized statistical rating organizations to rate the offered certificates, and did not select the other nationally recognized statistical rating organizations due, in part, to those nationally recognized statistical rating organizations’ initial subordination levels for the various classes of offered and non-offered certificates. Had the depositor selected such other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would ultimately have assigned to the offered 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 such other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of offered certificates after the date of this prospectus supplement.

Furthermore, the Securities and Exchange Commission may determine that either or both of the rating agencies engaged by the depositor to rate the offered certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the offered certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered 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 no downgrade confirmation, the pooling and servicing agreement will address delivery of a no downgrade confirmation only from the rating agencies engaged by the depositor to rate the offered certificates.

THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

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 prospectus

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supplement. CCRE Lending is a Delaware limited partnership and an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the Underwriters. 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’s executive offices are located at 110 East 59th Street, New York, New York 10022, telephone number (212) 938-5000.

According to its consolidated balance sheet (unaudited), as of June 30, 2012, Cantor Commercial Real Estate Company, L.P. and its consolidated subsidiaries (which include CCRE Lending) had total assets of approximately $950,000,000, total liabilities of approximately $303,000,000 and total partners’ equity of approximately $648,000,000. As of July 2012, Cantor Commercial Real Estate Company, L.P. increased the amount of its master repurchase agreements from $650 million as of April 2012 to $850 million.

Certain third party lenders provide financing to affiliates of CCRE Lending (the “CCRE Financing Affiliates”) through various repurchase facilities. Twenty-seven (27) of the CCRE Mortgage Loans, representing approximately 40.6% of the outstanding pool balance as of the cut-off date, are (or are expected to be prior to the Closing Date) subject to those repurchase facilities. If such is the case at the time the Certificates are issued, then CCRE Lending will use the proceeds from its sale of the CCRE Mortgage Loans to the Depositor to, among other things, reacquire such CCRE Mortgage Loans from the related CCRE Financing Affiliate, and the related CCRE Financing Affiliate will, in turn, use the funds that it receives from CCRE Lending to, among other things, reacquire the warehoused CCRE Mortgage Loans from the repurchase agreement counterparties free and clear of any liens. As of August 1, 2012, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to 12 CCRE Mortgage Loans, representing approximately 15.1% of the outstanding pool balance as of the cut-off date.

CCRE Lending’s Loan Origination and Acquisition History

This is the fourth commercial mortgage loan securitization to which CCRE Lending is contributing loans.

Since its founding in July 2010, CCRE Lending has originated or acquired approximately 192 fixed rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $3,046,894,000 and has acted as a sponsor and mortgage loan seller on three fixed-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 “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

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 prospectus supplement. The review of the CCRE Mortgage Loans was 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

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this prospectus supplement, 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 prospectus supplement.

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 prospectus supplement regarding the CCRE Mortgage Loans. These procedures included:

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comparing the information in the CCRE Data Tape against various source documents provided by CCRE Lending that are described above under “—Data Tape”;

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comparing numerical information regarding the CCRE Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the CCRE Data Tape; and

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recalculating certain percentages, ratios and other formulae relating to the CCRE Mortgage Loans disclosed in this prospectus supplement.

Legal Review. CCRE Lending engaged various law firms to conduct certain legal reviews of the CCRE Mortgage Loans for disclosure in this prospectus supplement. 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 F to this prospectus supplement 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) a 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.

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 or groups of cross-collateralized Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the CCRE Mortgage Loans included in the next 10 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in “Annex B—Description of the Top 20 Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans” in this prospectus supplement.

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

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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 “—CCRE Lending’s Underwriting Standards,” as well as to identify any material deviations from those origination and underwriting criteria. See “—CCRE Lending’s Underwriting Standards—Exceptions” below.

Findings and Conclusions. Based on the foregoing review procedures, CCRE Lending determined that the disclosure regarding the CCRE Mortgage Loans in this prospectus supplement 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, except as described below under “—CCRE Lending’s Underwriting Standards—Exceptions.” CCRE Lending attributes to itself all findings and conclusions resulting from the foregoing review procedures.

CCRE Lending’s Underwriting Standards

General. 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 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 or

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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 and LTV 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 prospectus supplement. 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 prospectus supplement will reflect a calculation on the future (larger) amortizing loan payment.

Servicing. Interim servicing for all CCRE Lending loans prior to securitization will typically be 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.

Assessments of Property Condition

As part of the underwriting process, the property assessments and reports described below will typically be obtained:

(i) 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,

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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.

(ii) 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.

(iii) 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.

(iv) 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

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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 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 therein, 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 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.

The mortgage loan documents typically further require 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 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 “—CCRE Lending’s Underwriting Standards—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

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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 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:

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Taxes—Monthly escrow deposits equal to 1/12th 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.

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Insurance—Monthly escrow deposits equal to 1/12th 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.

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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.

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Tenant Improvements / Leasing 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.

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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 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.

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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-1 to this prospectus supplement.

Exceptions. The CCRE Mortgage Loans were originated in accordance with the underwriting standards set forth above.

Compliance with Rule 15Ga-1 under the Exchange Act

CCRE Commercial Mortgage Securities, L.P. (the “CCRE Depositor”), an affiliate of CCRE Lending through which all of CCRE Lending’s prior securitization activity has been conducted, most recently filed a Form ABS-15G on February 14, 2012. The CCRE Depositor’s Central Index Key is 0001515166. With respect to the period from and including January 1, 2011 to and including March 31, 2012, the CCRE Depositor 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.

German American Capital Corporation

General

German American Capital Corporation (“GACC”) is a sponsor of this securitization transaction. GACC or an affiliate of GACC originated all of the GACC Mortgage Loans in this transaction. GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation. GACC is an affiliate of the Depositor and Deutsche Bank Securities Inc., one of the Underwriters. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005. For more information regarding GACC, see “The Sponsor” in the prospectus.

GACC is engaged in the origination of commercial mortgage loans with the primary intent to sell the loans within a short period of time subsequent to origination into a commercial mortgage backed securities primary issuance securitization or through a sale of whole loan interests to third party investors. GACC originates loans primarily for securitization; however, GACC also originates subordinate mortgage

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loans or subordinate participation interests in mortgage loans, and mezzanine loans (loans secured by equity interests in entities that own commercial real estate), for sale to third party investors.

GACC originates loans and aggregates and warehouses the loans pending sale via a commercial mortgage backed securities (“CMBS”) securitization.

GACC, through its wholly owned subsidiaries, Deutsche Bank Berkshire Mortgage, Inc. (“DBBM”) and DB Mortgage Services, LLC (“DBMS”), is one of the leading originators and seller servicers of agency (Fannie Mae, Federal Home Loan Mortgage Corporation, Federal Housing Administration) commercial mortgage loans. DBBM is one of the largest originators, and DBMS is one of the largest servicers, in Fannie Mae’s DUS (Delegated Underwriting and Servicing) program. DBBM sells its loan originations in the form of corticated directly to third party investors at the time of loan origination.

GACC’s Securitization Program

GACC has been engaged as an originator and seller/contributor of loans into CMBS securitizations for approximately ten years.

GACC has been a seller of loans both into securitizations in the (i) “COMM” program, in which its affiliate Deutsche Mortgage and Asset Receiving Corporation (“DMARC”) is the depositor, (ii) into the “CD” program in which DMARC was the depositor on a rotating basis with Citigroup Commercial Mortgage Securities Inc., and (iii) into programs where third party entities, including affiliates of General Electric Capital Corporation, Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) and others, have acted as depositors.

Under the COMM name, GACC has had two primary securitization programs, the “COMM FL” program, into which large ﬂoating rate commercial mortgage loans were securitized, and the “COMM Conduit/Fusion” program, into which both fixed rate conduit loans and large loans were securitized.

GACC originates both ﬁxed rate and ﬂoating rate commercial mortgage loans backed by a range of commercial real estate properties including office buildings, apartments, shopping malls, hotels, and industrial/warehouse properties. The total amount of loans securitized by GACC during the past 4 years ending June 30, 2012, is approximately $7.3 billion.

Generally, GACC has not purchased signiﬁcant amounts of mortgage loans for securitization; however it has purchased loans for securitization in the past and it may elect to purchase loans for securitization in the future. In the event GACC purchases loans for securitization, GACC will either reunderwritten the mortgage loans it purchases, or perform other procedures to ascertain the quality of such loans, which procedures will be subject to approval by credit risk management officers.

In coordination with Deutsche Bank Securities Inc. and other Underwriters or initial purchasers, GACC works with rating agencies, other loan sellers, servicers and investors in structuring a securitization transaction to maximize the overall value and capital structure, taking into account numerous factors, including without limitation geographic and property type diversity and rating agency criteria.

For the most part, GACC relies on independent rated third parties to service loans held pending sale or securitization. It maintains interim servicing agreements with large, institutional commercial mortgage loan servicers who are highly rated by the rating agencies. Periodic financial review and analysis, including monitoring of ratings, of each of the servicers with which GACC has servicing arrangements is conducted under the purview of loan underwriting personnel.

Pursuant to a Mortgage Loan Purchase Agreement, GACC will make certain representations and warranties, subject to certain exceptions set forth therein (and in Annex G-1 to this prospectus supplement), to the Depositor and will covenant to provide certain documents regarding the Mortgage Loans it is selling to the Depositor (the “GACC Mortgage Loans”) and, in connection with certain breaches of such representations and warranties or certain defects with respect to such documents, which breaches or defects are determined to have a material adverse effect on the value of the subject GACC

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Mortgage Loans or such other standard as is described in the related Mortgage Loan Purchase Agreement, may have an obligation to repurchase such Mortgage Loan, cure the subject defect or breach, replace the subject Mortgage Loan with a Qualified Substitute Mortgage Loan or make a Loss of Value Payment, as the case may be. The Depositor will assign its rights under each Mortgage Loan Purchase Agreement to the issuing entity. In addition, GACC has agreed to indemnify the Depositor, the Underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the certificates. See “The Pooling and Servicing Agreement—Assignment of the Mortgage Loans” and “—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 5.4% of the Initial Outstanding Pool Balance, which is evidenced by two Notes, GACC is acting as Mortgage Loan Seller with respect to one of the Notes and LCF is acting as Mortgage Loan Seller with respect to the other Note. GACC originated the related whole loan, and LCF subsequently acquired a portion of the whole loan from GACC.

Review of GACC Mortgage Loans

Overview. GACC, in its capacity as the Sponsor of the GACC Mortgage Loans, has conducted a review of the GACC Mortgage Loans in connection with the securitization described in this prospectus supplement. The review of the GACC Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of one or more of GACC’s affiliates (the “GACC Deal Team”). The review procedures described below were employed with respect to all of the GACC Mortgage Loans, except that certain review procedures only were relevant to the large loan disclosures in this prospectus supplement, as further described below. No sampling procedures were used in the review process.

Data Tape. To prepare for securitization, members of the GACC Deal Team created a data tape (the “GACC Data Tape”) containing detailed loan-level and property-level information regarding each GACC Mortgage Loan. The GACC 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 the GACC during the underwriting process. After origination of each GACC Mortgage Loan, the GACC Deal Team updated the information in the GACC Data Tape with respect to the GACC Mortgage Loan 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 GACC Deal Team. The GACC Data Tape was used by the GACC Deal Team to provide the numerical information regarding the GACC Mortgage Loans in this prospectus supplement.

Data Comparison and Recalculation. The Depositor, on behalf of GACC, engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by GACC, relating to information in this prospectus supplement regarding the GACC Mortgage Loans. These procedures included:

●

comparing the information in the GACC Data Tape against various source documents provided by GACC that are described above under “—Data Tape”;

●

comparing numerical information regarding the GACC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the GACC Data Tape; and

●

recalculating certain percentages, ratios and other formulae relating to the GACC Mortgage Loans disclosed in this prospectus supplement.

Legal Review. GACC engaged various law firms to conduct certain legal reviews of the GACC Mortgage Loans for disclosure in this prospectus supplement. In anticipation of the securitization of each

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GACC Mortgage Loan originated by GACC, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from GACC’s standard form loan documents. In addition, origination counsel for each GACC Mortgage Loan reviewed GACC’s representations and warranties set forth on Annex F to this prospectus supplement and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the GACC Mortgage Loans. Such assistance included, among other things, (i) a review of sections of the loan documents that deviate materially from GACC’s standard form document, (ii) a review of the loan summaries referred to above relating to the GACC Mortgage Loans prepared by origination counsel, and (iii) a review of a due diligence questionnaire completed by the origination counsel. Securitization counsel also reviewed the property release provisions (other than the partial defeasance provisions), if any, for each GACC Mortgage Loan with multiple Mortgaged Properties or, to the extent identified by origination counsel, for each GACC Mortgage Loan with permitted outparcel releases or similar releases for compliance with the REMIC provisions.

GACC prepared, and reviewed with originating counsel and/or securitization counsel, the loan summaries for those of the GACC Mortgage Loans included in the 10 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the GACC Mortgage Loans included in the next 10 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in “Annex B—Description of the Top 20 Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans” to this prospectus supplement.

Other Review Procedures. With respect to any pending litigation that existed at the origination of any GACC Mortgage Loan, GACC requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. In connection with the origination of each GACC Mortgage Loan, GACC, together with origination counsel, conducted a search with respect to each borrower under the related GACC Mortgage Loan to determine whether it filed for bankruptcy. If GACC became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a GACC Mortgage Loan, GACC 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 GACC Mortgage Loans originated by GACC, the GACC Deal Team also consulted with the applicable GACC Mortgage Loan origination team to confirm that the GACC Mortgage Loans were originated in compliance with the origination and underwriting criteria described below under “—GACC’s Underwriting Standards,” as well as to identify any material deviations from those origination and underwriting criteria. See “—GACC’s Underwriting Standards—Exceptions” below.

Findings and Conclusions. Based on the foregoing review procedures, GACC determined that the disclosure regarding the GACC Mortgage Loans in this prospectus supplement is accurate in all material respects. GACC also determined that the GACC Mortgage Loans were originated in accordance with GACC’s origination procedures and underwriting criteria, except as described below under “—GACC’s Underwriting Standards—Exceptions.” GACC attributes to itself all findings and conclusions resulting from the foregoing review procedures.

GACC’s Underwriting Standards

General. GACC originates loans located in the United States that are secured by retail, multifamily, office, hospitality, industrial/warehouse and self storage properties. All of the mortgage loans originated by GACC generally are originated in accordance with the underwriting criteria described below. However, each lending situation is unique, and the facts and circumstance surrounding the mortgage loan, such as the quality and location of the real estate, the sponsorship of the borrower and the tenancy of the property, will impact the extent to which the general guidelines below are applied to a specific loan. This underwriting criteria is general, and there is no assurance that every mortgage loan will conform in all respects with the guidelines.

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Loan Analysis. In connection with the origination of mortgage loans, GACC conducts an extensive review of the related mortgaged property, including an analysis of the appraisal, environmental report, property operating statements, financial data, rent rolls, sales where applicable and related information or statements of occupancy rates provided by the borrower and, with respect to the mortgage loans secured by retail and office properties, certain major tenant leases and the tenant’s credit. Generally, borrowers are required to be single purpose entities which do not have a credit history; therefore, the financial strength and character of certain of the borrower’s key principals are examined prior to approval of the mortgage loan through a review of available financial statements and public records searches. A member of the GACC underwriting or due diligence team, or a consultant or other designee, visits the mortgaged property for a site inspection to confirm the occupancy rates of the mortgaged property, and analyzes the mortgaged property’s sub-market and the utility of the mortgaged property within the sub-market. Unless otherwise specified in this prospectus supplement, all financial, occupancy and other information contained in this prospectus supplement is based on such information and there can be no assurance that such financial, occupancy and other information remains accurate.

Loan Approval. Prior to loan origination and closing, all mortgage loans must be approved by credit risk management officers (the number of which varies by loan size) in accordance with its credit policies. The credit risk management officers may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratio and LTV Ratio. GACC’s underwriting standards as applied to first mortgage liens generally require, as stabilized operating performance the following minimum debt service coverage ratios and maximum LTV ratios for each of the indicated property types:

Property Type	DSCR Guideline		LTV Ratio Guideline
Office	1.30	x	75	%
Retail	1.30	x	75	%
Multifamily	1.20	x	75	%
Manufactured Housing	1.25	x	70	%
Industrial/Warehouse	1.25	x	70	%
Self Storage	1.25	x	70	%
Hospitality	1.50	x	65	%

The debt service coverage ratio guidelines listed above are calculated based on underwritten net cash flow at origination. Therefore, the debt service coverage ratio for each Mortgage Loan as reported in this prospectus supplement may differ from the amount calculated at the time of origination and may be based on, for example, a net funded amount where a holdback reserve is held by the lender pending some future event. In addition, with respect to certain mortgage loans originated by GACC there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. Such mortgage loans may have a lower debt service coverage ratio, and a higher LTV ratio, if such subordinate or mezzanine debt is taken into account. In addition, GACC’s underwriting guidelines generally permit a maximum amortization period of 30 years. However, the mortgage loans originated by GACC may provide for interest-only payments until maturity, or for a specified period. With respect to interest-only loans, such loans are generally underwritten to a minimum debt service coverage ratio of 1.20x and a maximum LTV ratio of 80% on all property types. Moreover, in certain circumstances the actual debt service coverage ratios and LTV ratios for the mortgage loans originated or purchased by GACC and its affiliates may vary from the guidelines above, based on asset quality, sponsor equity, loan structure and other factors. See “Description of the Mortgage Pool” in this prospectus supplement and Annex A-1 to this prospectus supplement.

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Escrow Requirements. GACC generally requires a borrower to fund various escrows for taxes and insurance, replacement reserves, re-tenanting expenses and capital expenses, in some cases only during periods when certain debt service coverage ratio tests are not satisfied. In most cases where the property is covered by blanket insurance, insurance reserves will not be required. In certain cases where the loan sponsor is an investment grade entity, GACC may waive all escrow requirements. In some cases, a borrower will be permitted to post a letter of credit or guaranty in lieu of funding a given reserve or escrow. Generally, the required escrows for mortgage loans originated by GACC are as follows:

Taxes and Insurance—Typically, an initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) and annual insurance premiums are required in order to provide lender with sufficient funds to satisfy all taxes and insurance bills prior to their respective due dates.

Replacement Reserves—Monthly deposits generally based on the greater of the amount recommended pursuant to a building condition report prepared for GACC or the following minimum amounts:

Office	$0.25 per square foot
Retail	$0.20 per square foot of in-line space
Multifamily	$250 per unit
Manufactured housing	$50 per pad
Industrial/Warehouse	$0.10 per square foot
Self Storage	$0.15 per square foot
Hospitality	4% of gross revenue

Re-tenanting—Certain major tenants and a significant number of smaller tenants may have lease expirations within the loan term. To mitigate this risk, reserves may be established to be funded either at closing and/or during the loan term to cover certain anticipated leasing commissions and/or tenant improvement costs which may be associated with re-leasing the space occupied by these tenants.

Deferred Maintenance/Environmental Remediation—Generally, an initial deposit is required upon funding of the mortgage loan, in an amount equal to at least the estimated costs of the recommended substantial repairs or replacements pursuant to the building condition report completed by a licensed third party engineer and the estimated costs of environmental remediation expenses as recommended by an independent environmental assessment. In some cases, borrowers are permitted to substitute environmental insurance policies, guarantees or other credit support in lieu of reserves for environmental remediation.

Third Party Reports. In connection with underwriting commercial mortgage loans, GACC generally will perform the procedures and obtain the third party reports or other documents described in this prospectus supplement under “Description of the Mortgage Pool—Certain Underwriting Matters.”

Exceptions. Other than as set forth below, the GACC Mortgage Loans were originated in accordance with the underwriting standards set forth above.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Lakeside Centre I & II, representing approximately 1.6% of the Initial Outstanding Pool Balance, the amount which the related borrower is required to deposit into a replacement reserve under the Mortgage Loan is $0.13 per square foot in comparison to $0.25 per square foot provided for in GACC’s underwriting guidelines for office properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the Mortgage Property being renovated in 2008 and leased to two publicly traded tenants with an average remaining term of seven years.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as GRM MA MD Portfolio, representing approximately 1.4% of the Initial Outstanding Pool Balance, the Cut-off Date LTV ratio is 72.5% in comparison to an LTV of 75.0% provided for in GACC’s underwriting guidelines for Industrial/Warehouse properties, and the U/W NCF DSCR is 1.22x in comparison to a DSCR of 1.25x provided for in GACC’s underwriting guidelines for

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Industrial/Warehouse properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the financial strength of the related borrower, along with a full guaranty of the GRM tenant leases and any space that becomes vacant.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as 280 North Benardo, representing approximately 1.3% of the Initial Outstanding Pool Balance, the amount which the related borrower is required to deposit into a replacement reserve under the Mortgage Loan is $0.20 per square foot in comparison to $0.25 per square foot provided for in GACC’s underwriting guidelines for office properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the Mortgage Property being 100% leased to a single tenant that has been at the Mortgaged Property for 20 years and $1,000,000 was reserved at closing for TI/LC obligations relating to the lease renewal in 2011.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Hilton Garden Inn Riverhead, representing approximately 1.0% of the Initial Outstanding Pool Balance, the Cut-off Date LTV ratio is 73.3% in comparison to an LTV of 65.0% provided for in GACC’s underwriting guidelines for hospitality properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the financial and management strength of the related borrower and the Mortgaged Property’s strong location in the market.

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Compliance with Rule 15Ga-1 under the Exchange Act

GACC most recently filed a Form ABS-15G with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on May 14, 2012. GACC’s “Central Index Key” number is 0001541294. The following table provides information regarding the demand, repurchase and replacement history with respect to the mortgage loans securitized by GACC during the period from and including January 1, 2011 to and including March 31, 2012:

% of principal balance	Check if Regis- tered	Name of Originator	Total Assets in ABS by Originator(1)			Assets That Were Subject of Demand			Assets That Were Repurchased or Replaced			Assets Pending Repurchase or Replacement (due to expired cure period)			Demand in Dispute			Demand Withdrawn			Demand Rejected			Notes
% of principal balance	Check if Regis- tered	Name of Originator	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$		#	$	% of principal balance	Notes
Asset Class: Commercial Mortgage Pass-Through Certificates
GE Commercial Mortgage Corporation, Series 2007- C1 Trust (CIK # 0001395290)	X	German American Capital Corporation	34	1,551,253,831	39.24	1	26,180,737	0.78	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	26,180,737	0.78	(2)
Total by Issuing Entity			34	1,551,253,831	39.24	1	26,180,737	0.78	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	26,180,737	0.78
Total by Asset Class			34	1,551,253,831	39.24	1	26,180,737	0.78	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	26,180,737	0.78	(3)

(1)	The dollar amounts and percentages presented in this column are each as of the applicable securitization date.

(2)

The repurchase demand refers to the 1604 Broadway loan, which represented 0.68% of the outstanding principal balance of the asset pool as of the applicable securitization date. The repurchase demand was rejected. In the columns entitled “Assets That Were Subject of Demand” and “Demand Rejected,” the dollar amount and percentage presented are as of December 31, 2011.

(3)	In the columns entitled “Assets That Were Subject of Demand” and “Demand Rejected,” the percentages presented are in relation to the total outstanding principal balance of the related asset pool as of December 31, 2011.

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Ladder Capital Finance LLC

General

Ladder Capital Finance LLC (“LCF”) is a sponsor of, and a seller of certain Mortgage Loans or, in the case of the Crossgates Mall Mortgage Loan, a note (referred to in this prospectus supplement as the Crossgates Mall Note A-1B-1) partially evidencing such Mortgage Loan (such Mortgage Loans, together with the Crossgates Mall Note A-1B-1, the “LCF Mortgage Loans”) into, the securitization described in this prospectus supplement. LCF is a limited liability company organized under the laws of the State of Delaware and an indirect subsidiary of Ladder Capital Finance Holdings LLLP (“Ladder Holdings”). Ladder Holdings is a limited liability limited partnership organized under the laws of the State of Delaware.

Ladder Holdings is a privately held company that commenced operations in October 2008. Ladder Holdings, together with its direct and indirect subsidiaries, including LCF, are collectively referred to in this prospectus supplement as the “Ladder Capital Group.” The Ladder Capital Group is a vertically integrated, full-service commercial real estate finance and investment management company that primarily originates, underwrites, structures, acquires, manages and distributes commercial, multifamily and manufactured housing community mortgage loans and other real estate debt instruments. The executive offices of the Ladder Capital Group are located at 345 Park Avenue, 8th Floor, New York, New York 10154.

According to its consolidated balance sheet (audited), as of December 31, 2011, Ladder Holdings and its consolidated subsidiaries (which include LCF) had total assets of approximately $2.65 billion, total liabilities of approximately $1.67 billion and total partners’ capital of approximately $989.06 million. According to its consolidated balance sheet (unaudited), as of March 31, 2012, Ladder Holdings and its consolidated subsidiaries had total assets of approximately $2.66 billion, total liabilities of approximately $1.63 billion and total partners’ capital of approximately $1.03 billion.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the Depositor, German American Capital Corporation, a Sponsor and Mortgage Loan Seller, and Deutsche Bank Securities Inc., one of the Underwriters), Wells Fargo Bank, National Association and certain other third party lenders provide warehouse financing to certain affiliates of LCF (the “LCF Financing Affiliates”) through various repurchase facilities. Ladder Holdings guarantees certain obligations of the LCF Financing Affiliates under those repurchase facilities. The Crossgates Mall Note A-1B-1 and 12 other LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $185,074,783 and representing approximately 14.0% of the Initial Outstanding Pool Balance, are (or will be prior to the Closing Date) subject to such repurchase facilities. If such is the case at the time the Certificates are issued, then LCF will use the proceeds from its sale of the LCF Mortgage Loans to the Depositor to, among other things, acquire the warehoused LCF Mortgage Loans from the LCF Financing Affiliates, and the LCF Financing Affiliates will, in turn, use the funds that they receive from LCF to, among other things, reacquire the warehoused LCF Mortgage Loans from the repurchase agreement counterparties free and clear of any liens. As of August 1, 2012, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to the Crossgates Mall Note A-1B-1 and 3 other LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $57,114,551 and representing approximately 4.3% of the Initial Outstanding Pool Balance, and Wells Fargo Bank, National Association is the repurchase agreement counterparty with respect to 5 LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $42,572,707 and representing approximately 3.2% of the Initial Outstanding Pool Balance. Wells Fargo Bank, National Association acts as custodian of the Mortgage Loan Documents with respect to the Crossgates Mall Note A-1B-1 and all of the other LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $185,872,784 and representing approximately 14.1% of the Initial Outstanding Pool Balance.

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Ladder Capital Group’s Securitization Program

During 2010, LCF contributed approximately $329.76 million of commercial, multifamily and manufactured housing community mortgage loans to two (2) commercial mortgage securitizations. During 2011, LCF contributed approximately $1.02 billion of commercial, multifamily and manufactured housing community mortgage loans to three (3) commercial mortgage securitizations. During the first five (5) calendar months of 2012, LCF contributed approximately $562.80 million of commercial, multifamily and manufactured housing community mortgage loans to two (2) commercial mortgage securitizations. LCF began securitizing such types of mortgage loans in 2010 and has not been involved in the securitization of any other types of financial assets.

The Ladder Capital Group originates, and acquires from unaffiliated third party originators, commercial, multifamily and manufactured housing community mortgage loans throughout the United States. The following table sets forth information with respect to originations of fixed rate and floating rate commercial, multifamily and manufactured housing community mortgage loans by Ladder Capital Group during the calendar years 2010 and 2011 and from January 1, 2012 to and including June 30, 2012.

Originations of Fixed and Floating Rate Multifamily,

Manufactured Housing Community and Commercial Mortgage Loans

	2010		2011		2012(1)
	No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination	No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination	No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination
Fixed	48	$663,256,700	65	$1,170,444,775	60	$918,292,966
Floating	8	$125,450,000	10	$281,085,840	7	$191,582,500

(1) Reflects activity from January 1, 2012 to and including June 30, 2012.

In connection with commercial mortgage securitization transactions in which it participates as a sponsor, LCF will generally transfer the subject mortgage loans to the applicable depositor, who will then transfer those mortgage loans to the issuing entity for the related securitization. In return for the transfer by the depositor to the issuing entity of those mortgage loans (together with any other mortgage loans being securitized), the issuing entity will issue commercial mortgage pass-through certificates that are, in whole or in part, backed by, and supported by the cash flows generated by, the mortgage loans being securitized. In coordination with underwriters or initial purchasers and the applicable depositor, LCF works with rating agencies, other loan sellers, servicers and investors and participates in structuring a securitization transaction to maximize the overall value and capital structure, taking into account numerous factors, including without limitation geographic and property type diversity and rating agency criteria.

LCF will generally make certain representations and warranties and undertake certain loan document delivery requirements with respect to the mortgage loans that it contributes to a commercial mortgage securitization; and, in the event of an uncured material breach of any such representation and warranty or an uncured material document defect or omission, LCF will generally be obligated to repurchase or replace the affected mortgage loan or, in some cases, pay an amount estimated to cover the approximate loss associated with such breach, defect or omission. LCF has limited assets with which to effect any such repurchase or substitution or make any such estimated loss reimbursement payment. However, as is the case in this securitization, Ladder Holdings will often guarantee LCF’s payment obligations in connection with a repurchase or substitution of a defective mortgage loan resulting from, or the making of an estimated loss reimbursement payment related to, any such breach of representation and warranty or defective or missing loan documentation. Notwithstanding the existence of such guarantee, no assurance can be provided that Ladder Holdings or LCF will have the financial ability to repurchase or replace, or to make an estimated loss reimbursement payment with respect to, a defective mortgage loan, and no other member of the Ladder Capital Group will be responsible for doing so if Ladder Holdings and LCF both fail with respect to their obligations.

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No member of the Ladder Capital Group acts as a servicer of the commercial, multifamily and manufactured housing community mortgage loans that LCF or its affiliates originates, acquires or securitizes. Instead, LCF sells the right to be appointed servicer of its securitized loans to unaffiliated third party servicers and utilizes unaffiliated third party servicers as interim servicers. Wells Fargo Bank, National Association has been acting as interim servicer with respect to 13 of the LCF Mortgage Loans, which represent 12.6% of the Initial Outstanding Pool Balance. In addition, Wells Fargo Bank, National Association is also servicing (and, until the closing date of this securitization, will continue to service) the Crossgates Mall Loan Combination as master servicer under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE1 Mortgage Trust securitization.

Review of LCF Mortgage Loans

A. Overview. LCF has conducted a review of the LCF Mortgage Loans in connection with the securitization described in this prospectus supplement. The review of the LCF Mortgage Loans was performed by a team comprised of real estate and securitization professionals who are employees of Ladder Capital Group (the “Ladder Capital Review Team”). The review procedures described below were employed with respect to all of the LCF Mortgage Loans, except that certain review procedures only were relevant to the large loan disclosures in this prospectus supplement and, further, except that there were certain variations in the review procedures with respect to the Crossgates Mall Mortgage Loan. No sampling procedures were used in the review process.

B. Database. To prepare for securitization, members of the Ladder Capital Review Team created a database of loan-level and property-level information, and prepared an asset summary report, relating to each LCF Mortgage Loan originated by LCF or one of its affiliates (each, a “Ladder Originated Mortgage Loan”). The database and the respective asset summary reports were compiled from, among other sources, the related loan documents, appraisals, environmental assessment reports, property condition reports, seismic studies, zoning reports, insurance review summaries, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the Ladder Capital Review Team during the underwriting process. After origination of each Ladder Originated Mortgage Loan, the Ladder Capital Review Team updated the information in the database and the related asset summary report with respect to such 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 Ladder Capital Review Team.

A data tape (the “LCF Data Tape”) containing detailed information regarding each Ladder Originated Mortgage Loan was created from the information in the database referred to in the prior paragraph. The LCF Data Tape was used to provide the numerical information regarding the Ladder Originated Mortgage Loans in this prospectus supplement.

The Crossgates Mall Loan Combination was originated by GACC, and LCF subsequently acquired multiple notes evidencing a portion of the Crossgates Mall Loan Combination (including, in the case of one such note, a portion of the Crossgates Mall Mortgage Loan). In connection with LCF’s acquisition of such notes, the Ladder Capital Review Team reviewed the related loan documents, third party due diligence reports and borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets), as well as various information supplied by GACC. In particular, the Ladder Capital Review Team reviewed the information in the GACC Data Tape regarding the Crossgates Mall Mortgage Loan. The GACC Data Tape was used to provide the numerical information regarding the Crossgates Mall Mortgage Loan in this prospectus supplement. See “—German American Capital Corporation—Review of GACC Mortgage Loans—Data Tape” above.

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C. Data Comparison and Recalculation. LCF (in the case of the Crossgates Mall Mortgage Loan, in conjunction with GACC) engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by LCF (or, in the case of the Crossgates Mall Mortgage Loan, by LCF and GACC), relating to information in this prospectus supplement regarding the LCF Mortgage Loans. These procedures included:

●

comparing the information in the LCF Data Tape (or, in the case of the Crossgates Mall Mortgage Loan, the GACC Data Tape) against various source documents provided by LCF that are described under “—Review of LCF Mortgage Loans—Database” above (or, in the case of the Crossgates Mall Mortgage Loan, against various source documents provided by GACC that are described under “—German American Capital Corporation—Review of GACC Mortgage Loans” above);

●

comparing numerical information regarding the LCF Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the LCF Data Tape (or, in the case of the Crossgates Mall Mortgage Loan, the GACC Data Tape); and

●

recalculating certain percentages, ratios and other formulae relating to the LCF Mortgage Loans disclosed in this prospectus supplement.

D. Legal Review. The Ladder Capital Group engaged various law firms to conduct certain legal reviews of the LCF Mortgage Loans for disclosure in this prospectus supplement. In anticipation of the securitization of the LCF Mortgage Loans, the Ladder Capital Group’s origination counsel for each Ladder Originated Mortgage Loan (and GACC’s origination counsel for the Crossgates Mall Mortgage Loan) reviewed the representations and warranties set forth on Annex F to this prospectus supplement and, if applicable, identified exceptions to those representations and warranties.

Legal counsel was also engaged in connection with this securitization to assist in the review of the LCF Mortgage Loans. Such assistance included, among other things, (i) a review of the Ladder Capital Group’s asset summary report for each Ladder Originated Mortgage Loan, (ii) a review of data tapes relating to the Ladder Originated Mortgage Loans prepared by Ladder Capital Group, (iii) the review of select provisions in certain loan documents with respect to certain of the Ladder Originated Mortgage Loans, (iv) a loan summary, legal review certificate and due diligence questionnaire for the Crossgates Mall Mortgage Loan provided to LCF by GACC, and (v) a review of the list of exceptions prepared by LCF in connection with its representations and warranties set forth on Annex F to this prospectus supplement.

Origination counsel or securitization counsel also assisted in the preparation of the individual LCF Mortgage Loan summaries in Annex B to this prospectus supplement based on their respective reviews of the related asset summary reports or other items described in the prior paragraph and/or the pertinent sections of the related Mortgage Loan documents.

E. Other Review Procedures. With respect to any material pending litigation of which the Ladder Capital Group was aware at the origination of any Ladder Originated Mortgage Loan, the Ladder Capital Group requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. If the Ladder Capital Group became aware of a significant natural disaster in the vicinity of the Mortgaged Property securing any Ladder Originated Mortgage Loan, the Ladder Capital Group obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

The Ladder Capital Review Team also reviewed the LCF Mortgage Loans to determine, with the assistance of counsel engaged in connection with this securitization, whether any LCF Mortgage Loan materially deviated from the underwriting guidelines set forth under “—Ladder Capital Group’s Underwriting Guidelines and Processes” below. See “—Ladder Capital Group’s Underwriting Guidelines and Processes—Exceptions” below.

F. Findings and Conclusions. Based on the foregoing review procedures, Ladder Capital Group determined that the disclosure regarding the LCF Mortgage Loans in this prospectus supplement is

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accurate in all material respects. Ladder Capital Group also determined that the LCF Mortgage Loans were originated in accordance with (or, in the case of the Crossgates Mall Mortgage Loan, in a manner consistent with) Ladder Capital Group’s origination procedures and underwriting criteria, except as described under “—Ladder Capital Group’s Underwriting Guidelines and Processes—Exceptions” below. LCF attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Ladder Capital Group’s Underwriting Guidelines and Processes

Thirteen (13) of the LCF Mortgage Loans, representing approximately 12.6% of the Initial Outstanding Pool Balance, were originated by LCF or one of its affiliates. In addition, in the case of the Crossgates Mall Mortgage Loan, as to which GACC and LCF are each acting as a Mortgage Loan Seller with respect to its respective Note, GACC originated the Crossgates Mall Loan Combination, and LCF subsequently acquired the Crossgates Mall Note A-1B-1 and the Crossgates Mall Note A-1B-2 from GACC. Set forth below is a discussion of certain general underwriting guidelines and processes with respect to commercial, multifamily and manufactured housing community mortgage loans originated by LCF and its affiliates for securitization.

Notwithstanding the discussion below, given the unique nature of commercial, multifamily and manufactured housing community mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial, multifamily or manufactured housing community mortgage loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, sponsorship, performance history and/or other factors. Consequently, there can be no assurance that the underwriting of any particular commercial, multifamily or manufactured housing community mortgage loan originated by LCF or one of its affiliates will conform to the general guidelines and processes described below. For important information about the circumstances that have affected the underwriting of particular LCF Mortgage Loans, see “—Ladder Capital Group’s Underwriting Guidelines and Processes—Exceptions” below and “Annex G—Exceptions to Mortgage Loan Seller Representations and Warranties” in this prospectus supplement.

A. Loan Analysis. Generally both a credit analysis and a collateral analysis are conducted with respect to each commercial, multifamily and manufactured housing community mortgage loan. The credit analysis of the borrower generally includes a review of third party credit reports or judgment, lien, bankruptcy and pending litigation searches. The collateral analysis generally includes a review of, in each case to the extent available and applicable, the historical property operating statements, rent rolls and certain significant tenant leases. The credit underwriting also generally includes a review of third party appraisals, as well as environmental reports, engineering assessments and seismic reports, if applicable and obtained. Generally, the originator also conducts or causes a third party to conduct a site inspection to ascertain the overall quality, functionality and competitiveness of the property, including its neighborhood and market, accessibility and visibility, and to assess the tenancy of the property. The submarket in which the property is located is assessed to evaluate competitive or comparable properties as well as market trends.

B. Loan Approval. Prior to commitment, each commercial, multifamily and manufactured housing community mortgage loans to be originated must be approved by a loan committee that includes senior personnel from the Ladder Capital Group. The committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

C. Debt Service Coverage Ratio and Loan-to-Value Ratio. The underwriting includes a calculation of the debt service coverage ratio and loan-to-value ratio in connection with the origination of a loan. With respect to loans originated for securitization, the Ladder Capital Group’s underwriting standards generally require, without regard to any other debt, a debt service coverage ratio of not less than 1.20x and a loan-to-value ratio of not more than 80.0%.

A debt service coverage ratio will generally be calculated based on the underwritten net cash flow from the property in question as determined by the Ladder Capital Group and payments on the loan

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based on actual (or, in some cases, assumed) principal and/or interest due on the loan. However, underwritten net cash flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral. For example, when calculating the debt service coverage ratio for a commercial, multifamily or manufactured housing community mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy may be utilized. There is no assurance that the foregoing assumptions made with respect to any prospective commercial, multifamily or manufactured housing community mortgage loan will, in fact, be consistent with actual property performance. Such underwritten net cash flow may be higher than historical net cash flow reflected in recent financial statements. Additionally, certain mortgage loans may provide for only interest payments prior to maturity, or for an interest-only period during a portion of the term of the mortgage loan. A loan-to-value ratio, in general, is the ratio, expressed as a percentage, of the then-outstanding principal balance of the mortgage loan divided by the estimated value of the related property based on an appraisal.

D. 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 a member of the Ladder Capital Group may be the lender on that additional subordinate debt and/or mezzanine debt.

The debt service coverage ratios described above will be lower based on the inclusion of the payments related to such additional debt and the loan-to-value ratios described above will be higher based on the inclusion of the amount of any such additional subordinate debt and/or mezzanine debt.

E. Assessments of Property Condition. As part of the underwriting process, the property assessments and reports described below will typically be obtained:

(iii) 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.

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(iv) Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.

F. Title Insurance. The borrower is required to provide, and the Ladder Capital Group 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.

G. 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, the Ladder Capital Group 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 in the Federal Register by the Federal Emergency Management Agency 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 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 therein, 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, except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, 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 almost all) cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

Each mortgage instrument 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.

Each mortgage instrument 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.

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H. 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, the Ladder Capital Group may require an endorsement to the title insurance policy or the acquisition of law and ordinance insurance or a non-recourse carveout in the related loan documents 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 from a principal of the borrower is provided to cover losses.

If a material violation exists with respect to a mortgaged property, the Ladder Capital Group may require the borrower to remediate such violation and, subject to the discussion under “—Ladder Capital Group’s Underwriting Guidelines and Processes—Escrow Requirements” below, to 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.

I. 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 a member of the Ladder Capital Group. Furthermore, the Ladder Capital Group 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 paid or addressed. In some cases, the Ladder Capital Group may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and the Ladder Capital Group’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, the Ladder Capital Group 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.

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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 the Ladder Capital Group determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and the Ladder Capital Group’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.

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Tenant Improvements / Leasing 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 the Ladder Capital Group determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and the Ladder Capital Group’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.

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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 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 the Ladder Capital Group determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and the Ladder Capital Group’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.

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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 the Ladder Capital Group determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and the Ladder Capital Group’s evaluation of the ability of the property, the borrower or a holder of direct or

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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 LCF Mortgage Loans, please see Annex A-1 to this prospectus supplement.

J. Exceptions. Other than as set forth below, the LCF Mortgage Loans were originated in accordance with (or, in the case of the Crossgates Mall Mortgage Loan, in a manner consistent with) the underwriting standards set forth above.

With respect to the Mortgage Loan identified on Annex A-1 to this prospectus supplement as Walgreens Knoxville, representing 0.3% of the Initial Outstanding Pool Balance, the UW NCF DSCR is 1.15x, in comparison to the 1.20x debt service coverage ratio provided for in the Ladder Capital Group’s underwriting guidelines described above. The sole tenant is rated “A2/A” by Moody’s and S&P, respectively, and the Mortgage Loan has been structured with a 15-year amortization term. Based on these compensating factors, LCF approved inclusion of the Mortgage Loan in this transaction.

With respect to the Mortgage Loan identified on Annex A-1 to this prospectus supplement as Dollar General - Orange City, representing 0.1% of the Initial Outstanding Pool Balance, the requirement to maintain terrorism insurance was waived. However, the related Mortgaged Property is not located in a major city and is not a high profile property that would be expected to be a terrorist target. In addition, there is no reserve for real estate taxes. However, the sole tenant is required to reimburse the related borrower/landlord for taxes paid and the sole tenant is rated “BBB-” by S&P. Based on these compensating factors, LCF approved inclusion of the Mortgage Loan in this transaction.

Compliance with Rule 15Ga-1 under the Exchange Act

LCF most recently filed a Form ABS-15G with the SEC on February 8, 2012 with respect to the period from and including January 1, 2011 to and including December 31, 2011. LCF’s “Central Index Key” number is 0001541468. With respect to the period from and including January 1, 2011 to and including June 30, 2012, LCF 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.

THE DEPOSITOR

The Depositor is Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”). The Depositor is a special purpose corporation incorporated in the State of Delaware on March 22, 1996, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage loans in trust in exchange for certificates evidencing interest in such trusts and selling or otherwise distributing such certificates. The principal executive offices of the Depositor are located at 60 Wall Street, New York, New York 10005. The telephone number is (212) 250-2500. The Depositor’s capitalization is nominal. All of the shares of capital stock of the Depositor are held by DB U.S. Financial Markets Holding Corporation.

During the eight years ending June 30, 2012, the Depositor has acted as depositor with respect to public and private conduit or combined conduit/large loan commercial mortgage securitization transactions in an aggregate amount of approximately $62.3 billion.

The Depositor does not have, nor is it expected in the future to have, any significant assets and is not engaged in activities unrelated to the securitization of mortgage loans. The Depositor will not have any business operations other than securitizing mortgage loans and related activities.

The Depositor has minimal ongoing duties with respect to the Certificates and the Mortgage Loans. The Depositor’s duties pursuant to the Pooling and Servicing Agreement include, without limitation, the duty (i) to appoint a successor Trustee in the event of the resignation or removal of the Trustee, (ii) to

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provide information in its possession to the Certificate Administrator to the extent necessary to perform REMIC tax administration and to prepare disclosure required under the Exchange Act, (iii) to indemnify the Trustee, the Certificate Administrator and the Operating Advisor against certain expenses and liabilities resulting from the Depositor’s willful misconduct, bad faith, fraud or negligence, and (iv) to sign any distribution report on Form 10-D and current report on Form 8-K and annual report on Form 10-K, including the required certification therein under the Sarbanes-Oxley Act, required to be filed by the Trust and review filings pursuant to the Exchange Act, prepared by the Certificate Administrator on behalf of the Trust. The Depositor is required under that certain Underwriting Agreement between the Depositor, Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., Ladder Capital Securities LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC and RBS Securities Inc. (collectively, the “Underwriters”), and German American Capital Corporation, to indemnify the Underwriters for certain securities law liabilities.

See “Certain Relationships and Related Transactions” in this prospectus supplement for a discussion with respect to the Depositor and certain affiliations, relationships and related transactions with other transaction parties.

THE ISSUING ENTITY

The issuing entity for the certificates will be COMM 2012-CCRE2 Mortgage Trust (the “Issuing Entity”). The Issuing Entity is a New York common law trust that will be formed on August 22, 2012 (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, disposing of defaulted Mortgage Loans and REO property, issuing the certificates, making distributions, providing reports to certificateholders and the other activities described in this prospectus supplement. Accordingly, the Issuing Entity may not issue securities other than the certificates, or invest in securities, other than investing 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/or the Trustee, if applicable, may make advances to the Issuing Entity only to the extent that such party deems such advances to be recoverable from the related Mortgage Loan. These advances are intended to provide liquidity, rather than credit support. The Pooling and Servicing Agreement may be amended as set forth in this prospectus supplement under “The Pooling and Servicing Agreement—Amendment.” The Issuing Entity administers the Mortgage Loans through the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer. A discussion of the duties of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer, including any discretionary activities performed by each of them, is set forth in this prospectus supplement under “The Certificate Administrator and Custodian,” “The Operating Advisor,” “The Servicers—The Master Servicer,” “The Servicers—The Special Servicer” and “The Trustee” and “The Pooling and Servicing Agreement.”

The only assets of the Issuing Entity other than the Mortgage Loans and any REO Properties are the Collection Account and other accounts maintained pursuant to the Pooling and Servicing Agreement and the short-term investments in which funds in the Collection Account and other accounts are invested. The Issuing Entity has no present liabilities, but has potential liability relating to the two REMIC elections, its ownership of the Mortgage Loans and any REO Properties, and the indemnity obligations to the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer. The fiscal year of the Issuing Entity is the calendar year. The Issuing Entity has no executive officers or a Board of Directors. It acts through the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer.

The Depositor is contributing the Mortgage Loans to the Issuing Entity. The Depositor is purchasing the Mortgage Loans from the Mortgage Loan Sellers, as described in this prospectus supplement under “Description of the Mortgage Pool—Sale of the Mortgage Loans.”

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Since the Issuing Entity is a common law trust, it may not be eligible for relief under the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), unless it can be characterized as a “business trust” for purposes of the Bankruptcy Code. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Issuing Entity would be characterized as a “business trust.” The Depositor has been formed to be a special purpose bankruptcy remote entity. In connection with the sale of the Mortgage Loans from a Mortgage Loan Seller to the Depositor and from the Depositor to the Issuing Entity, legal opinions are required to be rendered to the effect that:

(i) (A) If such Mortgage Loan Seller were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court, which acted reasonably and correctly applied the law to the facts as set forth in such legal opinion after full consideration of all relevant factors, would hold that (i) the Mortgage Loans and payments thereunder and proceeds thereof are not property of the estate of such Mortgage Loan Seller under Bankruptcy Code section 541 and (ii) the automatic stay arising pursuant to Bankruptcy Code section 362 upon the commencement of a bankruptcy case involving such Mortgage Loan Seller is not applicable to payments on the Certificates or (B) if the Federal Deposit Insurance Corporation (the “FDIC”) were to be appointed receiver or conservator for such Mortgage Loan Seller pursuant to the Federal Deposit Insurance Act, as amended, a court after full consideration of all relevant factors would hold that the Mortgage Loans and payments thereunder and proceeds thereof are not subject to repudiation, reclamation, recovery, or recharacterization by the FDIC.

(ii) If the Depositor were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court, which acted reasonably and correctly applied the law to the facts as set forth in such legal opinion after full consideration of all relevant factors, would hold (i) the Mortgage Loans, and payments thereunder and proceeds thereof are not property of the estate of the Depositor under Bankruptcy Code section 541 and (ii) the automatic stay arising pursuant to Bankruptcy Code section 362 upon the commencement of a bankruptcy case of the Depositor is not applicable to payments on the Certificates.

Such legal opinions are based on numerous assumptions, and there can be no assurance that all of such assumed facts are true, or will continue to be true. Moreover, there can be no assurance that a court would rule as anticipated in the foregoing legal opinions. Accordingly, although the Depositor has been structured as a bankruptcy remote entity, and the transfer of the Mortgage Loans from each Mortgage Loan Seller to the Depositor and from the Depositor to the Issuing Entity has been structured as a sale, there can be no assurance that the Depositor will not be subject to a bankruptcy proceeding or that the sale of the Mortgage Loans will not be recharacterized as a pledge, with the result that the Depositor or Issuing Entity is deemed to be a creditor of the related Mortgage Loan Seller rather than an owner of the Mortgage Loans. See “Risk Factors—Risks Related to the Mortgage Loans—The Sellers of the Mortgage Loans Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of Mortgage Loans.”

THE SERVICERS

Generally

The Pooling and Servicing Agreement provides for the appointment of both a Master Servicer and a Special Servicer. Each of the Master Servicer and the Special Servicer will be required to service and administer the Mortgage Loans and the Serviced Loan Combination for which it is responsible as described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments.” The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer, as applicable, to make reasonable efforts to collect all payments called for under the terms of the Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Loan Combination to the extent such procedures are consistent with the Servicing Standard.

The Master Servicer and the Special Servicer are permitted, at their own expense, to employ subservicers, agents or attorneys in performing any of their respective obligations under the Pooling and

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Servicing Agreement. However, despite any such delegation, the Master Servicer and the Special Servicer will remain liable for their respective obligations. Furthermore, each of the Master Servicer and the Special Servicer will be responsible for the acts and omissions of their subservicers, agents or attorneys. Notwithstanding the foregoing, the Special Servicer is generally prohibited from delegating all of its obligations under the Pooling and Servicing Agreement to third parties.

The Master Servicer

Wells Fargo Bank, National Association (“Wells Fargo”) will act as the master servicer under the Pooling and Servicing Agreement (in such capacity, the “Master 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 the Certificate Administrator. 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 of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo and Wachovia began to integrate their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo managers and legacy Wachovia managers. That integration is continuing.

The principal west coast commercial mortgage master 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 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 12/31/2009		As of 12/31/2010		As of 12/31/2011		As of 6/30/2012
By Approximate Number:		41,703		39,125		38,132		36,704
By Approximate Aggregate Unpaid Principal Balance (in billions):	$	473.40	$	451.09	$	437.68	$	430.55

Within this portfolio, as of June 30, 2012, are approximately 25,696 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $350.3 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 June 30, 2012, 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

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included in commercial mortgage-backed securitizations. The information set forth below is the average 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 2009	$370,868,977,095	$ 492,576,563	0.13	%
Calendar Year 2010	$350,208,413,696	$1,560,768,558	0.45	%
Calendar Year 2011	$340,642,112,537	$1,880,456,070	0.55	%
YTD Q2, 2012	$333,302,909,836	$2,063,691,886	0.62	%

*	“UPB” means unpaid principal balance, “P&I” means principal and interest advances, “PPA” means property protection advances and “YTD” means year-to-date.

Wells Fargo is rated by Fitch, S&P and Morningstar Credit Ratings, LLC (“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	CPS2+	Above Average	MOR CS2
Master Servicer	CMS2	Above Average	MOR CS2
Special Servicer	CSS2-	Above Average	MOR CS2

The long-term deposits of Wells Fargo are rated “AA-” by S&P, “Aa3” 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 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 Master 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:

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provision of Strategy and Strategy CS software;

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tracking and reporting of flood zone changes;

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abstracting of leasing consent requirements contained in loan documents;

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legal representation;

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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;

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entry of new loan data;

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performance of property inspections;

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performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

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Uniform Commercial Code searches and filings.

Wells Fargo 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 Mortgage 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 prospectus supplement. 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 Master Servicer) will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans. On occasion, Wells Fargo may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage 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, and also provides borrowers with access to current and historical loan and property information for these transactions.

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.

The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2011, furnished pursuant to Item 1122 of Regulation AB by the Commercial Mortgage Servicing division of Wells Fargo (the “2011 Wells CMS Assessment”), discloses the following material instances of noncompliance with respect to the servicing criteria described in Item 1122(d)(4)(i) of Regulation AB:

“With respect to certain commercial mortgage loans, [Wells Fargo] failed to timely file continuation statements for certain Uniform Commercial Code (“UCC”) financing statements as required by the transaction agreements, thereby causing such UCC financing statements to lapse. As a result of the non-compliance described above, certain non-possessory security interests in certain types of personal property collateral for these loans became unperfected and, as a result, subject to a possible loss of priority.”

The 2011 Wells CMS Assessment also states that it promptly filed new UCC financing statements for these loans and made improvements to its systems and procedures for the filing of UCC continuation statements.

Pursuant to certain interim servicing agreements between Wells Fargo and GACC or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned by GACC or those affiliates from time to time, including, prior to their inclusion in the Issuing Entity, certain of the GACC Mortgage Loans.

Pursuant to certain interim servicing agreements between Wells Fargo and LCF or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned by LCF

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or those affiliates from time to time, including prior to their inclusion in the Issuing Entity, certain of the LCF Mortgage Loans.

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 of the mortgage loans owned by CCRE Lending or those affiliates from time to time, including, prior to their inclusion in the Issuing Entity, certain of the CCRE Mortgage Loans.

The Special Servicer

Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”), will be appointed as the special servicer (the “Special Servicer”), and in such capacity, will be responsible for the servicing and administration of the Specially Serviced Loans and Serviced REO Properties, and in certain circumstances, will review, evaluate and provide or withhold consent as to certain major decisions and other transactions relating to non-Specially Serviced Loans, pursuant to the Pooling and Servicing Agreement. 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 and multifamily mortgage-backed securities by S&P, Moody’s, Fitch and Morningstar. Midland has received the highest rankings as a master, primary and special servicer of real estate assets under U.S. CMBS transactions from both 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 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 termination event as a result of any action or inaction of Midland as master servicer, primary servicer or special 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

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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 June 30, 2012, Midland was servicing approximately 32,433 commercial and multifamily mortgage loans with a principal balance of approximately $264 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 11,750 of such loans, with a total principal balance of approximately $125 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 June 30, 2012, Midland was named the special servicer in approximately 138 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $82 billion. With respect to such transactions as of such date, Midland was administering approximately 252 assets with an outstanding principal balance of approximately $3.0 billion.

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 2009 to 2011.

	Calendar Year-End (Approximate amounts in billions)
Portfolio Size – Master/Primary	2009	2010	2011
CMBS	$145	$136	$130
Other	$130	$133	$137
Total	$275	$269	$267

Midland has acted as a special servicer for commercial and multifamily mortgage loans in commercial mortgage-backed securities transactions since 1992. The table below contains information on the size and growth of the portfolio of specially serviced commercial and multifamily mortgage loans and REO properties that have been referred to Midland as special servicer in commercial mortgage-backed securities transaction from 2009 to 2011.

	Calendar Year-End (Approximate amounts in billions)
Portfolio Size – CMBS Special Servicing	2009	2010	2011
Total	$101	$63	$75

Midland may enter into one or more arrangements with the applicable Directing Holder, Holders of Certificates of the Controlling Class, the Controlling Class Representative, a Companion Loan holder or any person with the right to appoint or remove and replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, Midland’s appointment as special servicer under the Pooling and Servicing Agreement and any related intercreditor agreement and limitations on such person’s right to replace the special servicer.

Pursuant to certain interim servicing agreements between GACC 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 mortgage loans owned from time to time by GACC and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, certain of the GACC Mortgage Loans.

Pursuant to certain interim servicing agreements 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 mortgage loans owned from time to time by CCRE Lending and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, certain of the CCRE Mortgage Loans.

The foregoing information has been provided by Midland.

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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 prospectus supplement).

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 prospectus supplement.

Replacement of the Special Servicer

The Special Servicer may be removed with respect to any Mortgage Loan serviced by it, and a successor Special Servicer appointed, at any time, as follows:

(a) if a Control Termination Event has not occurred (or has occurred, but is no longer continuing), the Special Servicer may be removed at the direction of the applicable Directing Holder;

(b) if a Control Termination Event has occurred and is continuing the Special Servicer may be removed, in accordance with the procedures set forth below, at the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay Certificates on an aggregate basis or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates; and

(c) if a Consultation Termination Event has occurred and is continuing, the Special Servicer may be removed, in accordance with the procedures set forth below, at the recommendation of the Operating Advisor and with a confirming vote by an affirmative vote of holders of Sequential Pay Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Sequential Pay Certificates on an aggregate basis.

The procedures for removing the Special Servicer if a Control Termination Event has occurred and is continuing will be as follows: upon (i) written direction of holders of Sequential Pay Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer with a new Special Servicer, (ii) payment by such holders, as applicable, to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote, and (iii) delivery by such holders, as applicable, to the Certificate Administrator of No Downgrade Confirmations (which No Downgrade Confirmations will be obtained at the expense of those holders of Certificates requesting such vote). 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 mail, and conduct the solicitation of votes of all certificates in such regard. Upon the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay Certificates on an aggregate basis or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates on an aggregate basis, in each case, within 180 days of the notice from the Certificate Administrator of the request for such vote, the Trustee will be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and appoint the successor Special Servicer designated by such Certificateholders, subject to indemnification, right to outstanding fees, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination. The Certificate Administrator will include on each Distribution Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s website and each Certificateholder may register to receive email notifications when such notices are posted on

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the website. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.

In addition, with respect to each Mortgage Loan, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer. 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 suggested replacement Special Servicer. The Certificate Administrator will be required to notify each Certificateholder of the recommendation and post it on the Certificate Administrator’s internet website. The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Sequential Pay Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Realized Losses and Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Sequential Pay Certificates on an aggregate basis within 180 days from the date the Certificate Administrator posts such recommendation on its internet website. If the Certificate Administrator receives a No Downgrade Confirmation from each of the Rating Agencies (and the successor Special Servicer agrees to be bound by the terms of the Pooling and Servicing Agreement), the Trustee will then be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and to appoint the successor Special Servicer approved by the Certificateholders, provided such successor Special Servicer is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination. The reasonable costs and expenses associated with obtaining No Downgrade Confirmations and administering the vote of the applicable Sequential Pay Certificates will be an additional expense of the issuing entity. The Operating Advisor may not receive any fees, compensation or other remuneration from a Special Servicer or successor Special Servicer in connection with: (i) its obligations under the Pooling and Servicing Agreement or (ii) appointment or recommendation for replacement of any successor Special Servicer to become the Special Servicer.

In addition, the Depositor may direct the Trustee to terminate the Special Servicer upon 5 business days’ written notice if the Special Servicer fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement (subject to any applicable grace period). In the event of such termination, for so long as no Consultation Termination Event has occurred and is continuing, the Controlling Class Representative will have the right to appoint a successor Special Servicer.

The appointment of a successor Special Servicer will be subject to a No Downgrade Confirmation. In no event may a successor Special Servicer be a current or former Operating Advisor or any affiliate of a current or former Operating Advisor.

Additionally, the Special Servicer may be replaced in the event that a Servicer Termination Event occurs with respect to such entity as described under “The Pooling and Servicing Agreement—Rights upon a Servicer Termination Event” in this prospectus supplement.

“Non-Reduced Certificates” means any Class of Sequential Pay Certificates then outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates and (z) any Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such Class of Certificates less (2) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates.

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THE TRUSTEE

U.S. Bank National Association (“U.S. Bank”), a national banking association, will act as trustee (in such capacity, the “Trustee”) under the Pooling and Servicing Agreement. U.S. Bancorp, with total assets exceeding $341 billion as of March 31, 2012, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. As of March 31, 2012, U.S. Bancorp served approximately 17 million customers and operated over 3,000 branch offices in 25 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, governments and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and three international cities. The Pooling and Servicing Agreement will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603.

U.S. Bank has provided corporate trust services since 1924. As of March 31, 2012, U.S. Bank was acting as trustee with respect to over 88,000 issuances of securities with an aggregate outstanding principal balance of over $3.4 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

As of March 31, 2012, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as trustee on 524 issuances of commercial mortgage-backed securities with an outstanding aggregate principal balance of approximately $461,332,900,000.

In the past three years, U.S. Bank has not materially defaulted in any of its trustee obligations under any pooling and servicing agreement that are substantially similar to the Trustee’s obligations under the Pooling and Servicing Agreement. In the past three years, U.S. Bank has not caused an early amortization or other performance triggering event because of servicing by the Trustee with respect to commercial mortgage-backed securities.

In its capacity as trustee on commercial mortgage securitizations, the Trustee is generally required to make an advance if the Master Servicer or Special Servicer fails to make a required advance. In the past three years, U.S. Bank, in its capacity as trustee, has not been required to make an advance on a domestic commercial mortgage-backed securities transaction.

The foregoing information concerning the Trustee has been provided by the Trustee. The Trustee does not make any representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to it being a valid obligation of the Trustee), the Certificates, the Mortgage Loans, this prospectus supplement (other than as to the accuracy of the information provided by the Trustee) or any related documents and will not be accountable for the use or application by or on behalf of the Master Servicer or the Special Servicer of any funds paid to the Master Servicer or any Special Servicer in respect of the Certificates or the Mortgage Loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of the Master Servicer or any Special Servicer.

The Trustee is required to at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicer or the Special Servicer and (iii) an institution whose long-term senior unsecured debt is rated at least “A+” by Fitch and “A2” by Moody’s and whose short-term unsecured debt is rated at least “F-1” by Fitch and at least “P-1” by Moody’s or has been assigned such other ratings as are acceptable to the Rating Agencies or has a fiscal agent that would be an eligible Trustee under the Pooling and Servicing Agreement.

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The Depositor, the Underwriters, the Sponsors, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator may maintain banking and other commercial relationships with the Trustee and its affiliates.

The Pooling and Servicing Agreement provides that no provision of such agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that if no Servicer Termination Event has occurred and is continuing, the Trustee will be required to perform, and will be liable for, only those duties specifically required under the Pooling and Servicing Agreement. Upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the Pooling and Servicing Agreement, the Trustee will be required to examine those documents and to determine whether they conform to the requirements of that agreement. Within 30 days after the occurrence of any Servicer Termination Event of which the Trustee has actual knowledge, the Trustee is required to promptly transmit by mail to the Depositor, the Certificate Administrator (who then is required to notify all Certificateholders), the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies, notice of such occurrence, unless such Servicer Termination Event shall have been cured.

Certain Matters Regarding the Trustee

The Pooling and Servicing Agreement provides that the Trustee shall not be liable for an error of judgment made in good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. In addition, the Trustee is not liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of Certificates entitled to at least 50% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Pooling and Servicing Agreement (unless a higher percentage of Voting Rights is required for such action). If no Servicer Termination Event shall have occurred and be continuing, the Trustee will not be bound to make any investigation into the facts or matters stated in any document, unless requested in writing to do so by holders of Certificates entitled to greater than 25% of the Percentage Interests of each affected Class; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of the Pooling and Servicing Agreement, the Trustee may require indemnity reasonably satisfactory to it from such requesting holders against such expense or liability as a condition to taking any such action.

The Trustee and any director, officer, employee, representative or agent of the Trustee, will be entitled to indemnification by the Issuing Entity, for any loss, liability damages, claims or unanticipated expenses (including reasonable attorneys’ fees) arising out of or incurred by the Trustee in connection with its participation in the transaction and any act or omission of the Trustee relating to the exercise and performance of any of the powers and duties of the Trustee under the Pooling and Servicing Agreement. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the Trustee pursuant to the Pooling and Servicing Agreement, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith, fraud or negligence on the part of the Trustee in the performance of its obligations and duties under the Pooling and Servicing Agreement, or by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee made in the Pooling and Servicing Agreement.

The Trustee will be entitled to execute any of its trusts or powers under the Pooling and Servicing Agreement or perform any of its duties under the Pooling and Servicing Agreement either directly or by or through agents or attorneys, and the Trustee will not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys.

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Resignation and Removal of the Trustee

The Trustee will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies. Upon receiving such notice of resignation, the Depositor will be required to promptly appoint a successor Trustee acceptable to the Master Servicer. If no successor Trustee shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Trustee may petition any court of competent jurisdiction to appoint a successor Trustee.

If at any time the Trustee ceases to be eligible to continue as Trustee under the Pooling and Servicing Agreement, or if at any time the Trustee becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the Trustee, any public officer takes charge or control of the Trustee or its property, the Master Servicer or the Depositor will be authorized to remove the Trustee and appoint a successor Trustee. In addition, holders of the Certificates entitled to at least 51% of the Voting Rights may at any time, remove the Trustee under the Pooling and Servicing Agreement and appoint a successor Trustee.

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 Trustee will have the power to appoint one or more persons or entities approved by the Trustee to act (at the expense of the Issuing Entity) 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 Trustee may consider necessary or desirable. Except as required by applicable law, 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 to the extent set forth in the Pooling and Servicing Agreement.

Any resignation or removal of a trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee. Notwithstanding the foregoing, upon any termination of the Trustee under the Pooling and Servicing Agreement, the Trustee will continue to be entitled to receive from the Issuing Entity all accrued and unpaid compensation and expenses and indemnity amounts through the date of termination, plus the reimbursement of all advances made by the Trustee and interest thereon as provided in the Pooling and Servicing Agreement. In addition, if the Trustee is terminated without cause, the terminating party is required to pay all of the expenses of the Trustee, necessary to effect the transfer of its responsibilities to the successor trustee. 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 the resignation of such Trustee. Any successor trustee must have a combined capital and surplus of at least $50,000,000 and have a debt rating that satisfies certain criteria set forth in the Pooling and Servicing Agreement.

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 prospectus supplement.

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THE CERTIFICATE ADMINISTRATOR AND CUSTODIAN

Wells Fargo Bank, National Association will act as the certificate administrator (in such capacity, the “Certificate Administrator” or “Wells Fargo Bank”), custodian (in such capacity, the “Custodian”) and the 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 $1.3 trillion in assets and 264,000 employees as of December 31, 2011, 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 Depositor, the Sponsors, the Master Servicer, the Special Servicer, the Operating Advisor, the Mortgage Loan Sellers 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, and for the preparation and filing of all REMIC tax returns on behalf of the Trust REMICs and 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 Securities and Exchange Commission on behalf of the Issuing Entity. Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed securities since 1997. As of December 31, 2011, Wells Fargo Bank was acting as securities administrator with respect to more than $340 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, except that with respect to the 260 and 261 Madison Avenue Loan Combination, Wells Fargo Bank is initially acting as the custodian of the related Mortgage Loan Documents until the 260 and 261 Madison Avenue Companion Loan Securitization Date, at which time such Mortgage Loan Documents (other than the related Note) will be transferred to the custodian related to such other securitization. In such capacity, Wells Fargo Bank is responsible for holding and safeguarding the mortgage notes and other contents of the mortgage files on behalf of 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, 2011, Wells Fargo Bank was acting as custodian of more than 60,000 commercial mortgage loan files.

The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2011, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank (the “2011 Wells Trust Services Assessment”), discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. Specifically, (a) certain amounts allocated and remitted to investors were not calculated in accordance with the terms specified in the transaction agreements, and (b) certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements with respect to waterfall calculations and/or reporting disclosures.

As of December 31, 2011, the platform to which the 2011 Wells Trust Services Assessment relates consisted, in part, of (i) approximately 2,052 residential mortgage backed securities (“RMBS”) transactions with over 24,000 payment/reporting cycles, and (ii) approximately 279 CMBS transactions

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with over 3,000 payment/reporting cycles. The errors that contributed to the material instances of noncompliance described on the 2011 Wells Trust Services Assessment occurred on certain RMBS and CMBS transactions in the platform and consisted of (x) payment errors and corresponding investor reporting errors that impacted approximately 2.2% of the RMBS payment/reporting cycles and approximately 0.2% of the CMBS payment/reporting cycles, and (y) investor reporting errors without corresponding payment errors that impacted approximately 0.6% of the RMBS payment/reporting cycles and approximately 0.4% of the CMBS payment/reporting cycles. The 2011 Wells Trust Services Assessment discusses certain payment and reporting errors that occurred on RMBS transactions containing multi-group features, which are a subset of the errors impacting RMBS payment/reporting cycles described above.

The 2011 Wells Trust Services Assessment also states that necessary adjustments have been made to the waterfall models and investor reports to correct the errors that contributed to the material instance of noncompliance and such adjustments are expected to prevent similar future errors.

The foregoing information concerning the Certificate Administrator and Custodian has been provided by the Certificate Administrator.

The Certificate Administrator is required to at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicer or the Special Servicer and (iii) an institution whose long-term senior unsecured debt is rated at least “A+” by Fitch and “A2” by Moody’s and whose short-term unsecured debt is rated at least “F-1” by Fitch and at least “P-1” by Moody’s or has been assigned such other ratings as are acceptable to the Rating Agencies or has a fiscal agent that would be an eligible Certificate Administrator under the Pooling and Servicing Agreement.

The Certificate Administrator makes no representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to it being a valid obligation of the Certificate Administrator), the Certificates, the Mortgage Loans, this prospectus supplement (other than as to the accuracy of the information provided by the Certificate Administrator as set forth above) or any related documents and will not be accountable for the use or application by or on behalf of the Master Servicer or the Special Servicer of any funds paid to the Master Servicer or any Special Servicer in respect of the Certificates or the Mortgage Loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of the Master Servicer or any Special Servicer. The Pooling and Servicing Agreement provides that no provision of such agreement shall be construed to relieve the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith.

The Pooling and Servicing Agreement provides that the Certificate Administrator shall not be liable for an error of judgment made in good faith by a responsible officer of the Certificate Administrator, unless it shall be proved that the Certificate Administrator was negligent in ascertaining the pertinent facts. In addition, the Certificate Administrator will not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of Certificates entitled to greater than 50% of the percentage interest of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Certificate Administrator, or exercising any trust or power conferred upon the Certificate Administrator, under the Pooling and Servicing Agreement (unless a higher percentage of Voting Rights is required for such action).

The Certificate Administrator and any director, officer, employee, representative or agent of the Certificate Administrator, will be entitled to indemnification by the Issuing Entity for any loss, liability, damages, claims or unanticipated expenses (including reasonable attorneys’ fees and expenses) arising out of or incurred by the Certificate Administrator in connection with its participation in the transaction and

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any act or omission of the Certificate Administrator relating to the exercise and performance of any of the powers and duties of the Certificate Administrator (including in any capacities in which it serves, e.g., Paying Agent, REMIC administrator, Authenticating Agent, Custodian, Certificate Registrar and 17g-5 Information Provider) under the Pooling and Servicing Agreement. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the Certificate Administrator pursuant to the Pooling and Servicing Agreement, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith, fraud or negligence on the part of the Certificate Administrator in the performance of its obligations and duties under the Pooling and Servicing Agreement, or by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the Certificate Administrator made in the Pooling and Servicing Agreement.

The Certificate Administrator will be entitled to perform any of its duties under the Pooling and Servicing Agreement either directly or by or through agents, nominees, custodians or attorneys, and the Certificate Administrator will not be relieved of any of its duties or obligations by virtue of the appointment of any agents, nominees, custodians or attorneys.

The Certificate Administrator will be the REMIC administrator and the 17g-5 Information Provider.

The Certificate Administrator will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Mortgage Loan Sellers, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies. Upon receiving this notice of resignation, the Trustee will be required to promptly appoint a successor Certificate Administrator (which may be the Trustee). If no successor Certificate Administrator shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Certificate Administrator may petition any court of competent jurisdiction to appoint a successor Certificate Administrator. 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 the resignation of such Certificate Administrator.

In addition, certain provisions regarding the obligations and duties of the Certificate Administrator, 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 prospectus supplement.

The Depositor may direct the Trustee to 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.

Trustee and Certificate Administrator Fee

As compensation for the performance of its routine duties, the Trustee and Certificate Administrator will be paid a fee (collectively, the “Trustee/Certificate Administrator Fee”). The Trustee/Certificate Administrator Fee will be payable monthly from amounts received in respect of interest on each Mortgage Loan (prior to application of such interest payments to make payments on the certificates) and will accrue at a rate (the “Trustee/Certificate Administrator Fee Rate”), equal to 0.0034% per annum, and will be computed on the same accrual basis as interest accrues on the related Mortgage Loan and based on the Stated Principal Balance of the related Mortgage Loan as of the Due Date in the immediately preceding Collection Period. In addition, the Trustee and Certificate Administrator will each be entitled to recover from the Issuing Entity all reasonable unanticipated expenses and disbursements incurred or made by such party in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including routine expenses incurred in the ordinary course of performing its duties as Trustee or Certificate Administrator, as applicable, under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misconduct, negligence, fraud or bad faith.

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PAYING AGENT, CERTIFICATE REGISTRAR, CUSTODIAN AND AUTHENTICATING AGENT

The Certificate Administrator will be the paying agent (in that capacity, the “Paying Agent”). In addition, the Certificate Administrator will initially serve as registrar (in that capacity, the “Certificate Registrar”) for purposes of recording and otherwise providing for the registration of the Certificates and of transfers and exchanges of the definitive certificates, if issued, and as authenticating agent of the certificates (in that capacity, the “Authenticating Agent”). The Certificate Administrator will be responsible for paying the fees of each such agent.

Based solely on the monthly loan information provided by the Master Servicer, the Certificate Administrator will calculate the amount of principal and interest to be paid to each class of Certificates on each Distribution Date. In accordance with the Pooling and Servicing Agreement and based on the monthly loan information provided by the Master Servicer, the Certificate Administrator will perform distribution calculations, remit distributions on the Distribution Date to certificateholders and prepare a monthly statement to certificateholders detailing the payments received and the activity on the Mortgage Loans during the collection period. In performing these obligations, the Certificate Administrator will be able to conclusively rely on the information provided to it by the Master Servicer, and the Certificate Administrator will not be required to recompute, recalculate or verify the information provided to it by the Master Servicer. The Certificate Administrator is responsible for the preparation of all REMIC tax returns on behalf of the Issuing Entity.

The Custodian is responsible for holding and safeguarding the mortgage notes, the participation certificates and other contents of the Mortgage Loan files on behalf of the Trustee and the Certificateholders (other than with respect to the 260 and 261 Madison Avenue Mortgage Loan on or after the 260 and 261 Madison Avenue Companion Loan Securitization Date). The Custodian will hold such Mortgage Loan files exclusively for the use and benefit of the Issuing Entity. The Custodian will not have any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid. The disposition of the Mortgage Loan files will be governed by the Pooling and Servicing Agreement.

THE OPERATING ADVISOR

Park Bridge Lender Services LLC (the “Operating Advisor”), a New York limited liability company and a wholly-owned subsidiary of Park Bridge Financial LLC (“Park Bridge”), will act as operating advisor under the Pooling and Servicing Agreement. The principal offices of Park Bridge Lender Services LLC are located at 560 Lexington Avenue, 17th floor, New York, New York 10022 and its telephone number is (212) 310-9821.

Park Bridge is a privately held commercial real estate finance advisory firm headquartered in New York, New York. The firm’s clients include financial institutions holding commercial mortgages and debt backed directly or indirectly by commercial properties. Park Bridge is engaged in loan and property brokerage services, as well as syndications, portfolio valuations, risk assessments, contract underwriting, surveillance, asset management, workout services and loan sales.

Park Bridge also provides advisory services to commercial mortgage borrowers and institutional holders of commercial mortgage-backed securities, including valuation services, work-out consulting and collateral reviews of underlying commercial mortgages and their associated properties. All private placements and M&A transactions are executed through Park Bridge Securities LLC, a wholly-owned, broker-dealer subsidiary of Park Bridge. Park Bridge Securities LLC is a member of FINRA and SIPC. Park Bridge’s technology platform is server-based with back-up, disaster-recovery, encryption and archival services performed by SAS-70 compliant vendors and data centers.

Since its founding in 2009, Park Bridge has been engaged by commercial banks (community, regional and multi-national), opportunity funds, REITs, investment banks, insurance companies and hedge funds on assignments relating to over $60 billion of commercial mortgages and related collateral.

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There are no legal proceedings pending against the Operating Advisor, or to which any property of the Operating Advisor is subject, that are material to the Certificateholders, nor does the Operating Advisor have actual knowledge of any proceedings of this type contemplated by governmental authorities.

The information set forth in this prospectus supplement concerning the Operating Advisor has been provided by the Operating Advisor.

Certain terms of the Pooling and Servicing Agreement regarding the Operating Advisor’s rights, obligations, removal, replacement, resignation, transfer, and compensation are described under “The Pooling and Servicing Agreement—The Operating Advisor” in this prospectus supplement. 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 prospectus supplement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All the shares of capital stock of the Depositor are held by DB U.S. Financial Markets Holding Corporation.

CCRE Lending, a Sponsor and Mortgage Loan Seller, is an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the Underwriters.

GACC, a Sponsor and Mortgage Loan Seller, Deutsche Bank Securities Inc., one of the Underwriters, and the Depositor are affiliates of each other.

LCF, a Sponsor and Mortgage Loan Seller, is an affiliate of Ladder Capital Securities LLC, one of the Underwriters, as well as an affiliate of the borrower under 1 Mortgage Loan being transferred to the Depositor by LCF, which Mortgage Loan represents approximately 0.1% of the Initial Outstanding Pool Balance.

Wells Fargo, the Master Servicer, is also acting as the Certificate Administrator.

Pursuant to certain interim servicing agreements between GACC and certain of its affiliates, on the one hand, and either Midland or Wells Fargo, on the other hand, either Midland or Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned from time to time by GACC and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, 5 and 2, respectively, of the Mortgage Loans to be contributed by GACC to this securitization, which Mortgage Loans have an aggregate Cut-off Date Balance of $91,566,335 and $93,200,000, respectively, and represent approximately 6.9% and 7.1%, respectively, of the Initial Outstanding Pool Balance.

Pursuant to certain interim servicing agreements between LCF and certain of its affiliates, on the one hand, and Wells Fargo, on the other hand, Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned from time to time by LCF and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, 13 of the LCF Mortgage Loans, which LCF Mortgage Loans have an aggregate Cut-off Date Balance of $165,934,010 and represent approximately 12.6% of the Initial Outstanding Pool Balance.

Pursuant to certain interim servicing agreements between CCRE Lending and certain of its affiliates, on the one hand, and either Midland or Wells Fargo, on the other hand, either Midland or Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned from time to time by CCRE Lending and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, 35 and 5, respectively, of the Mortgage Loans to be contributed by CCRE Lending to this securitization, which Mortgage Loans have an aggregate Cut-off Date Balance of $548,197,100 and $91,159,206, respectively, and represent approximately 41.5% and 6.9%, respectively, of the Initial Outstanding Pool Balance.

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Prior to the closing date of this securitization, the Crossgates Mall Loan Combination will be serviced by Wells Fargo Bank, as master servicer, under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE1 Mortgage Trust securitization.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the Depositor, German American Capital Corporation, a Sponsor and Mortgage Loan Seller, and Deutsche Bank Securities Inc., one of the Underwriters), Wells Fargo and certain other third party lenders provide warehouse financing to the LCF Financing Affiliates through various repurchase facilities. The Crossgates Mall Note A-1B-1 and 12 other LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $185,074,783 and representing approximately 14.0% of the Initial Outstanding Pool Balance, are (or will be prior to the Closing Date) subject to such repurchase facilities. If such is the case at the time the Certificates are issued, then LCF will use the proceeds from its sale of the LCF Mortgage Loans to the Depositor to, among other things, acquire the warehoused LCF Mortgage Loans from the LCF Financing Affiliates, and the LCF Financing Affiliates will, in turn, use the funds that they receive from LCF to, among other things, reacquire the warehoused LCF Mortgage Loans from the repurchase agreement counterparties free and clear of any liens. As of August 1, 2012, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to the Crossgates Mall Note A-1B-1 and 3 other LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $57,114,551 and representing approximately 4.3% of the Initial Outstanding Pool Balance, and Wells Fargo Bank, National Association is the repurchase agreement counterparty with respect to 5 LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $42,572,707 and representing approximately 3.2% of the Initial Outstanding Pool Balance. Wells Fargo Bank, National Association acts as custodian of the Mortgage Loan Documents with respect to the Crossgates Mall Note A-1B-1 and all of the other LCF Mortgage Loans, collectively having an aggregate Cut-off Date Balance of $185,872,784 and representing approximately 14.1% of the Initial Outstanding Pool Balance.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the Depositor, German American Capital Corporation, a Sponsor and Mortgage Loan Seller, and Deutsche Bank Securities Inc., one of the Underwriters) and certain other third party lenders provide warehouse financing to the Cantor Financing Affiliates through various repurchase facilities. Twenty-seven (27) of the CCRE Mortgage Loans with an aggregate Cut-off Date Balance of $536,370,689, representing approximately 40.6% of the Initial Outstanding Pool Balance, are (or will be prior to the Closing Date) subject to such repurchase facilities. If such is the case at the time the Certificates are issued, then CCRE Lending will use the proceeds from its sale of the CCRE Mortgage Loans to the Depositor to, among other things, acquire the warehoused CCRE Mortgage Loans from the Cantor Financing Affiliates, and the Cantor Financing Affiliates will, in turn, use the funds that they receive from CCRE Lending to, among other things, reacquire the warehoused CCRE Mortgage Loans from the repurchase agreement counterparties free and clear of any liens. Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to 12 CCRE Mortgage Loans with an aggregate Cut-off Date Balance of $199,483,868, which represents approximately 15.1% of the Initial Outstanding Pool Balance.

Wells Fargo Bank, National Association, in its capacity as custodian under the COMM 2012-CCRE1 Pooling and Servicing Agreement, acts as custodian of the Mortgage Loan Documents with respect to the Crossgates Mall Note A-1A-1, having an aggregate Cut-off Date Balance of $51,840,811 and representing approximately 3.9% of the Initial Outstanding Pool Balance.

Wells Fargo Bank, National Association may contract with an affiliate of Cantor Commercial Real Estate Lending, L.P. to act as a limited subservicer with respect to the CCRE Strip Pool in the future.

In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Dollar General – Orange City, which Mortgage Loan represents approximately 0.1% of the Initial Outstanding Pool Balance, LCF (the related mortgage loan seller and originator) and Ladder Capital Securities LLC (one of the underwriters) are affiliates of the related borrower. Such Mortgage Loan may contain certain terms that are more favorable to the subject borrower than would have been the case if the originating lender had not been an affiliate of the subject borrower. In particular, the related loan documents (i) do not contain any guaranties or other indemnities by any individual or entity, other than the subject borrower, including for customary non-recourse carve-outs or

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environmental matters, (ii) do not require terrorism insurance to be maintained with respect to the related Mortgaged Property, and (iii) permit, without lender’s consent, certain transfers and pledges of direct and indirect interest in the related borrower to, and to entities under the control of, Ladder Holdings, a successor thereto and person or entities satisfying criteria set forth in the related loan documents. In addition, the securitization of such Mortgage Loans constitute a financing to the Ladder Capital Group.

DESCRIPTION OF THE MORTGAGE POOL

General

The Issuing Entity to be created by the Depositor will consist of a pool (the “Mortgage Pool”) of 64 fixed-rate mortgage loans (each, a “Mortgage Loan,” and collectively, the “Mortgage Loans”) secured by first liens on 98 commercial, multifamily and manufactured housing community properties (each, a “Mortgaged Property,” and collectively, the “Mortgaged Properties”). The Mortgage Pool has an aggregate principal balance as of the Cut-off Date of approximately $1,321,152,968 (the “Initial Outstanding Pool Balance”), subject to a variance of plus or minus 5.0%. The principal balances of the Mortgage Loans as of, in the case of each Mortgage Loan, the later of the related due date of such Mortgage Loan in August 2012 and the date of origination of such Mortgage Loan (the “Cut-off Date”) (each, a “Cut-off Date Balance”) will range from $798,000 to $117,876,076 and the average Cut-off Date Balance will be $20,643,015 subject to a variance of plus or minus 5.0%. The calculations of the Initial Outstanding Pool Balance and the respective Cut-off Date Balances of the Mortgage Loans are based on the assumption that all scheduled payments of principal due with respect to the Mortgage Loans during August 2012 are timely made. All numerical information provided in this prospectus supplement with respect to the Mortgage Loans is provided on an approximate basis. All percentages of the Mortgage Pool referred to in this prospectus supplement without further description are approximate percentages of the Initial Outstanding Pool Balance. Descriptions of the terms and provisions of the Mortgage Loans are generalized descriptions of the terms and provisions of the Mortgage Loans in the aggregate. Many of the individual Mortgage Loans have specific terms and provisions that deviate from the general description.

The 260 and 261 Madison Avenue Loan Combination will initially be serviced by the Master Servicer and the Special Servicer pursuant to the Pooling and Servicing Agreement and the applicable intercreditor agreement. On and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Loan Combination 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 and the related intercreditor agreement.

“Companion Loan” means a Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.

“Intercreditor Agreement” means each of the Crossgates Mall Intercreditor Agreement and the 260 and 261 Madison Avenue Intercreditor Agreement, as the context may require and as applicable.

“Loan Combination” means each of the Crossgates Mall Loan Combination and the 260 and 261 Madison Avenue Loan Combination, as the context may require and as applicable.

“Non-Serviced Loan Combination” means any mortgage loan that is not serviced under the Pooling and Servicing Agreement that is divided into one or more notes, which includes a Mortgage Loan included in the Issuing Entity but serviced under another agreement and one or more mortgage notes not included in the Issuing Entity and serviced under another agreement. References herein to a Non-Serviced Loan Combination refer to the aggregate indebtedness under the related notes. Initially, there is no Non-Serviced Loan Combination related to the Issuing Entity. On and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Loan Combination will be a Non-Serviced Loan Combination.

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“Non-Serviced Mortgage Loan” means, with respect to any Non-Serviced Loan Combination, a Mortgage Loan included in the Issuing Entity but serviced under another agreement. Initially, there is no Non-Serviced Mortgage Loan related to the Issuing Entity. On and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Mortgage Loan will be a Non-Serviced Mortgage Loan.

“Non-Serviced Companion Loan” means, with respect to any Non-Serviced Loan Combination, any related mortgage note not included in the Issuing Entity that is not serviced under the Pooling and Servicing Agreement and that is generally payable on a pari passu basis with a Non-Serviced Mortgage Loan included in the Issuing Entity to the extent set forth in the related intercreditor agreement. Initially, there is no Non-Serviced Companion Loan related to the Issuing Entity. On and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Companion Loan will be a Non-Serviced Companion Loan.

“Serviced Companion Loan” means, with respect to any Serviced Loan Combination, any related mortgage note not included in the Issuing Entity that is serviced under the Pooling and Servicing Agreement and that is generally payable on a pari passu basis with a Mortgage Loan included in the Issuing Entity as set forth in the related intercreditor agreement. The Crossgates Mall Companion Loans and, prior to the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Companion Loan will be the only Serviced Companion Loans related to the Issuing Entity. On and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Companion Loan will be a Non-Serviced Companion Loan.

“Serviced Loan Combination” means any Loan Combination serviced under the Pooling and Servicing Agreement, which includes a mortgage note that is included in the Issuing Entity and one or more pari passu mortgage notes not included in the Issuing Entity. References herein to a Serviced Loan Combination refer to the aggregate indebtedness under the related notes. The Crossgates Mall Loan Combination and, prior to the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Loan Combination will be the only Serviced Loan Combinations related to the Issuing Entity. On and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Loan Combination will be a Non-Serviced Loan Combination.

Each Mortgage Loan is evidenced by one or more promissory notes (each, a “Note”) and secured by one or more mortgages, deeds of trust or other similar security instruments (each, a “Mortgage”). Each Mortgage Loan is secured by, among other things, (i) a first mortgage lien on the fee simple estate in an income-producing real property, which would include Mortgaged Properties constituting the borrower’s leasehold interest in the Mortgaged Property along with the corresponding fee interest of the ground lessor in such Mortgaged Property, or (ii) a leasehold estate in the Mortgaged Property and no mortgage on the related fee estate, as set forth below.

Interest of Borrower Encumbered	Number of Mortgaged Properties	% of Initial Outstanding Pool Balance(1)
Fee Simple Estate(2)	97	99.0%
Leasehold Estate	1	1.0%
Total	98	100.0%

(1)

Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that relates to a Mortgage Loan secured by more than one Mortgaged Property is based on Allocated Loan Amounts (which amounts, if not specified in the related Mortgage Loan Documents, are based on the appraised values and/or square footage of each Mortgaged Property and/or each Mortgaged Property’s underwritten net cash flow).

(2)	May include Mortgage Loans secured by the borrower’s leasehold interest in the Mortgaged Property along with the corresponding fee interest of the ground lessor in such Mortgaged Property.

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 Note (each such date, a “Due Date”) that occur as described in the following table with the indicated grace period.

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Due Date	Default Grace Period Days	Number of Mortgage Loans	% of Initial Outstanding Pool Balance
6th	0	24	51.6%
11th	0	40	48.4%

As used in this prospectus supplement, “grace period” is the number of days before a payment default is an event of default under each Mortgage Loan. The information in the foregoing table is based on the related Mortgage Loan Documents. Certain jurisdictions may impose a statutorily longer grace period. See Annex A-1 to this prospectus supplement for information on the number of days before a payment default is an event of default under each Mortgage Loan.

Security for the Mortgage Loans

None of the Mortgage Loans is insured or guaranteed by the United States, any governmental agency or instrumentality, any private mortgage insurer or by the Depositor, any Sponsor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee or any of their respective affiliates. Each Mortgage Loan is or should be considered to be nonrecourse. In the event of a default under any Mortgage Loan, the lender’s remedies generally are limited to foreclosing against the specific Mortgaged Property or Mortgaged Properties securing such Mortgage Loan and such limited other assets as may have been pledged to secure such Mortgage Loan. Each Mortgage Loan is secured by one or more Mortgages and an assignment of the related borrower’s (or with respect to any indemnity deed of trust structure, the related property owner’s) interest in the leases, rents, issues and profits of the related Mortgaged Properties. For purposes of the information contained in this prospectus supplement, with respect to Mortgage Loans with an indemnity deed of trust structure, references to the borrower refer to the borrower or the property owner, as applicable. In certain instances, additional collateral exists in the nature of letters of credit, partial indemnities or guaranties, or in the establishment and pledge of one or more reserve or escrow accounts (such accounts, “Reserve Accounts”). In many cases, this additional collateral may be returned to the borrower prior to the related asset maturity date.

With limited exception, each Mortgage constitutes a first lien on a fee interest in a Mortgaged Property, subject generally only to the following (collectively, “Permitted Encumbrances”) (i) liens for real property taxes, ground rents, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties, (ii) covenants, conditions, restrictions, rights of way, easements and other matters of public record acceptable to mortgage lending institutions generally, (iii) such other exceptions and encumbrances on Mortgaged Properties as are reflected in the related title insurance policies, (iv) other matters to which like properties are commonly subject, (v) the rights of tenants, as tenants only, whether under ground leases or space leases at the Mortgaged Property and (vi) mortgage liens for a Companion Loan. However, in the case of some of the Mortgaged Properties, a related tenant, adjacent property owner or other third party may have a right of first refusal, right of first offer or right of first negotiation in connection with a purchase of, or a right to substitute, the subject Mortgaged Property, which right may be senior to the related Mortgage. In addition, there may exist purchase money security interest that encumbers various fixtures at a Mortgaged Property. Furthermore, under applicable state laws, certain after occurring liens and charges (such as liens for real estate taxes) may prime the mortgage encumbering a mortgaged property.

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Significant Mortgage Loans

The following table sets forth information regarding the 10 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the pool, which represent, in the aggregate, approximately 57.6% of the Initial Outstanding Pool Balance.

Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans

Mortgage Loan	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Remaining Term	U/W NCF DSCR(1)	Cut-off Date LTV(1)	LTV Ratio at Maturity or ARD(1)	Cut-off Date U/W NOI Debt Yield(1)
1055 West 7th Street	$117,876,076	8.9%	5.050%	119	1.37x	71.4%	58.9%	9.7%
77 K Street	110,000,000	8.3%	4.580%	118	1.55x	64.6%	59.2%	10.0%
260 and 261 Madison Avenue	105,000,000	7.9%	4.987%	118	1.88x	50.2%	50.2%	10.2%
520 Eighth Avenue	104,714,833	7.9%	4.111%	118	2.17x	38.1%	30.4%	13.5%
Chicago Ridge Mall	80,000,000	6.1%	4.600%	119	2.74x	61.7%	61.7%	13.5%
Crossgates Mall	71,779,584	5.4%	5.398%	117	1.35x	63.6%	53.2%	9.5%
500 Delaware Avenue	69,760,663	5.3%	5.014%	117	1.49x	71.5%	58.3%	10.4%
GSA New Orleans	36,000,000	2.7%	4.650%	120	1.45x	68.6%	47.1%	10.5%
Lakeside Square	35,000,000	2.6%	5.750%	120	1.74x	61.0%	51.3%	13.7%
Sentry Park West	31,440,657	2.4%	4.887%	119	1.53x	72.3%	59.3%	10.5%
Total/Wtd. Avg.	$761,571,814	57.6%	4.833%	118	1.76x	60.6%	52.6%	11.0%

(1)

In the case of the 260 and 261 Madison Avenue Mortgage Loan and the Crossgates Mall Mortgage Loan, representing approximately 13.4% of the Initial Outstanding Pool Balance, each of which has one or more pari passu companion loans that are not included in the Issuing Entity, the debt service coverage ratios, loan-to-value ratios and debt yields for such Mortgage Loan have been calculated based on the Mortgage Loan included in the Issuing Entity and the related Companion Loan(s) not included in the Issuing Entity.

Sale of the Mortgage Loans

The Depositor will purchase the Mortgage Loans to be included in the Issuing Entity on or before the Closing Date from CCRE Lending, GACC and LCF (collectively, the “Mortgage Loan Sellers” or the “Sponsors”), pursuant to three separate mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), each to be dated the Closing Date between the applicable Mortgage Loan Seller (and, in the case of LCF, Ladder Holdings) and the Depositor. See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

The number and total Cut-off Date Balances of the Mortgage Loans to be transferred to the Depositor by the respective Mortgage Loan Sellers are as follows:

Mortgage Loan Seller	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance
Cantor Commercial Real Estate Lending, L.P.		40	$	639,356,305		48.4	%
German American Capital Corporation		10	$	444,083,068		33.6	%
Ladder Capital Finance LLC		13	$	165,934,010		12.6	%
German American Capital Corporation / Ladder Capital Finance LLC(1)		1	$	71,779,584		5.4	%
Total		64	$	1,321,152,968		100.0	%

(1)

In the case of the Crossgates Mall Mortgage Loan, which is evidenced by two Notes, German American Capital Corporation is acting as Mortgage Loan Seller with respect to one of the Notes, which has an outstanding principal balance as of the Cut-off Date of $51,840,811, and Ladder Capital Finance LLC is acting as Mortgage Loan Seller with respect to the other Note, which has an outstanding principal balance as of the Cut-off Date of $19,938,773.

Except as indicated in the following paragraph, each Mortgage Loan Seller or one of its affiliates originated each of the Mortgage Loans as to which it is acting as Mortgage Loan Seller.

In the case of the Crossgates Mall Mortgage Loan, as to which German American Capital Corporation and Ladder Capital Finance LLC are each acting as a Mortgage Loan Seller with respect to its respective Note, German American Capital Corporation originated the Crossgates Mall Loan Combination, and Ladder Capital Finance LLC subsequently acquired the Crossgates Mall Note A-1B-1 and the Crossgates Mall Note A-1B-2 from German American Capital Corporation.

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Each of the Mortgage Loan Sellers will make certain representations and warranties with respect to each of the Mortgage Loans sold by it and, with respect to a breach of any such representation or warranty that materially and adversely affects (i) the value of a Mortgage Loan sold by it, (ii) the value of the related Mortgaged Property or (iii) the interests of the Trustee in such Mortgage Loan or the related Mortgaged Property, the related Mortgage Loan Seller generally will be required to cure such breach, repurchase the Mortgage Loan, substitute another mortgage loan for that Mortgage Loan or make a Loss of Value Payment. See “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

The information set forth in this prospectus supplement concerning the Mortgage Loan Sellers and the underwriting conducted by each such Mortgage Loan Seller with respect to the related Mortgage Loans, has been provided by the respective Mortgage Loan Sellers.

A description of the underwriting standards of each Mortgage Loan Seller is set forth above under “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

The Mortgage Loans included in this transaction were selected for this transaction from mortgage loans specifically originated or acquired for securitizations of this type by the Mortgage Loan Sellers taking into account rating agency criteria and feedback, subordinate investor feedback, property type and geographic location.

Certain Underwriting Matters

Environmental Site Assessments. Environmental site assessments or updates of a previously conducted assessment based on information in an established database or study were conducted on all of the Mortgaged Properties within the 10-month period prior to the Cut-off Date. In some cases these assessments or updates revealed the existence of material environmental conditions. The Mortgage Loan Sellers have informed the Depositor that, except where disclosed otherwise in this prospectus supplement, where such conditions were identified:

●

the borrower has escrowed funds to effect remediation, and such funds are held or controlled by the related lender;

●

with respect to the presence of asbestos-containing materials, radon in indoor air, lead-based paint or lead in drinking water, an operations or maintenance plan has been required to be instituted (if such a plan is the only action recommended by the environmental consultant);

●

the condition has been remediated in all material respects and, if and as appropriate, a “no further action” letter was obtained from the applicable governmental regulatory authority (or the condition was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required);

●

environmental insurance with respect to such condition has been obtained;

●

a responsible party, not related to the borrower, has been identified as the responsible party and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or

●

a party related to the borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action.

For more information regarding environmental considerations, see “Risk Factors—Risks Related to the Mortgage Loans—Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates” and “—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this prospectus supplement.

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In the case of 2 Mortgaged Properties, securing approximately 7.0% of the Initial Outstanding Pool Balance, an environmental insurance policy was obtained with respect to the related Mortgaged Property in lieu of obtaining indemnification from the related borrower sponsor, in lieu of obtaining a Phase II Environmental Site Assessment, or to address environmental conditions or concerns. For additional information regarding mortgaged properties covered by an environmental insurance policy, see “Risk Factors—Risks Related to the Mortgage Loans—Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates” in this prospectus supplement. Subject to certain conditions and exclusions, each environmental insurance policy generally insures the Issuing Entity against losses resulting from certain environmental conditions at the related Mortgaged Property during the applicable policy period. Subject to certain conditions and exclusions and any deductible, the environmental insurance policies generally provide coverage against (i)(A) losses resulting from default under the applicable Mortgage Loan, up to the then outstanding principal balance and certain unpaid interest of the Mortgage Loan, if on-site environmental conditions in violation of applicable environmental standards are discovered at the Mortgaged Property during the policy period and, in some cases, no foreclosure of the Mortgaged Property has taken place; provided, however, that with respect to certain Mortgage Loans for which an environmental insurance policy was obtained, the coverage may be limited to the lesser of the outstanding loan balance and the costs of clean-up of environmental conditions, up to the applicable aggregate policy limit or (B) losses arising during the policy period for certain known and disclosed environmental conditions and new environmental conditions discovered during the policy period up to the policy limit; (ii) losses from third party claims against the lender during the policy period for bodily injury, property damage or loss of third party property value resulting from environmental conditions at or emanating from the Mortgaged Property up to the policy limit or loan balance, as applicable; and (iii) legal defense expenses in connection with the foregoing up to the policy limit or loan balance, as applicable. See “Risk Factors—Risks Related to the Mortgage Loans—Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates” and “—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this prospectus supplement.

Some Mortgage Loans provide that the liability of the environmental indemnitors will terminate upon the satisfaction of certain conditions or as of a certain date. In addition, in the case of the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Dollar General – Orange City, which secures a Mortgage Loan representing approximately 0.1% of the Initial Outstanding Pool Balance, there is no environmental indemnitor separate from the related borrower.

The information contained in this prospectus supplement regarding environmental conditions at the Mortgaged Properties is based on the environmental site assessments or the updates described in the first paragraph under this heading and has not been independently verified by the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee or any of their respective affiliates. There can be no assurance that the environmental site assessments or such updates, as applicable, identified all environmental conditions and risks, or that any such environmental conditions will not have a material adverse effect on the value or cash flow of the related Mortgaged Property. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this prospectus supplement.

Property Condition Assessments. The Mortgage Loan Sellers have informed the Depositor that inspections of all of the Mortgaged Properties (or updates of previously conducted inspections) were conducted by independent licensed engineers or other representatives or designees (which may have been employees) of the related Mortgage Loan Seller or other originator within the 10-month period prior to the Cut-off Date. Such inspections were commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems (in most cases) and the general condition of the site, buildings and other improvements located at a Mortgaged Property. With respect to certain of the Mortgage Loans, the resulting reports indicated a variety of deferred maintenance items and recommended capital expenditures. The estimated cost of the necessary repairs or replacements at a Mortgaged Property was included in the related property condition assessment. In some (but not all) instances, cash reserves were established with the lender to fund such deferred maintenance and/or replacement items.

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In addition, in the case of certain Mortgage Loans, the related borrower is undertaking significant tenant improvements. In some (but not all) instances, cash reserves were established with the lender to fund such tenant improvements.

Appraisals and Market Analysis. The Mortgage Loan Sellers have informed the Depositor that an appraisal or market analysis for all of the Mortgaged Properties was performed (or an existing appraisal was updated) on behalf of the related Mortgage Loan Seller within the 8-month period prior to the Cut-off Date. Such appraisal contained a statement or was accompanied by a letter from the related 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 the appraisal was completed. In general, such appraisals represent the analysis and opinion of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value. There can be no assurance that another appraiser would not have arrived at a different valuation, even if such appraiser used the same general approach to and the same method of appraising the Mortgaged Property. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale. See “Risk Factors—Risks Related to the Mortgage Loans—Appraisals and Market Studies Have Certain Limitations” in this prospectus supplement.

Property, Liability and Other Insurance. In the case of each Mortgage Loan (except where self-insurance is permitted, where the borrower is permitted to rely on insurance coverage provided by, or self-insurance by, a tenant or where the borrower’s requirements to maintain insurance are otherwise governed by the terms of a related long-term lease), the related Mortgage Loan Documents generally require, or permit the lender to require, that: (i) the related Mortgaged Property be insured by a property and casualty insurance policy in an amount (subject to a customary deductible) at least equal to the least of (a) the outstanding principal balance of the related Mortgage Loan (or, with respect to a Loan Combination, the outstanding principal balance of such Loan Combination), (b) 100% of the full insurable replacement cost of the improvements located on the related Mortgaged Property or (c) with respect to certain Mortgage Loans, the full insurable actual cash value of the related Mortgaged Property; or (ii) the Mortgaged Property be insured by property insurance in such other amounts as was required by the related originators with, if applicable, appropriate endorsements to avoid the application of a co-insurance clause and without reduction in insurance proceeds for depreciation. In general, the standard form of property and casualty insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

If any portion of the improvements to a Mortgaged Property securing any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an area identified in the “Federal Register” by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, then (except where self-insurance is permitted, where the borrower is permitted to rely on insurance coverage provided by, or self-insurance by, a tenant or where the borrower’s requirements to maintain insurance are otherwise governed by the terms of a related long-term lease) a flood insurance policy meeting the requirements of the then-current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (1) the outstanding principal balance of such Mortgage Loan or, with respect to a Loan Combination, the outstanding principal balance of such Loan Combination, (2) the maximum amount of insurance available for the related Mortgaged Property under the National Flood Insurance Act of 1968, as amended, and (3) 100% of the replacement cost of the improvements. Notwithstanding the foregoing, in the case of a Mortgaged Property operated as a manufactured housing community, flood insurance may not have been obtained if the only uninsured improvements in the area identified as having special flood hazards are manufactured home pads.

In most cases (except in certain instances that include where self-insurance is permitted, where the borrower is permitted to rely on insurance coverage provided by, or self-insurance by, a tenant or where the borrower’s requirements to maintain insurance are governed by the terms of a related long-term

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lease), each Mortgage generally requires the related 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 related Mortgaged Property and (ii) business interruption or rent loss insurance in an amount not less than 100% of the projected rental income or gross receipts from the related Mortgaged Property for not less than six months (although some Mortgage Loans permit a shorter period).

With respect to each of the Mortgaged Properties (except in certain instances that include where the terrorism insurance coverage requirement has been waived, where self-insurance is permitted, where the borrower is permitted to rely on insurance coverage provided by, or self-insurance by, a tenant or where the borrower’s requirements to maintain insurance are governed by the terms of a related long-term lease), if any of the required insurance policies contain exclusions for loss, cost, damage or liability caused by “terrorism” or “terrorist acts,” the related borrower is required to obtain and maintain terrorism coverage to cover such exclusions from a “Qualified Carrier” under the related loan agreement, or in the event that such terrorism coverage is not available from a “Qualified Carrier,” the related borrower is required to obtain such terrorism coverage from the highest rated insurance company providing such terrorism coverage subject, in many cases, to commercially reasonable rates.

With respect to certain of the Mortgage Loans, there are limitations on the amount of premium or amount of coverage that must be obtained by the borrower related specifically to terrorism insurance. For example:

●

With respect to the Mortgaged Property identified on Annex A-1 to this prospectus supplement as 77 K Street, which secures a Mortgage Loan representing approximately 8.3% of the Initial Outstanding Pool Balance, the borrower is not required to spend in excess of $140,000 to obtain insurance against acts of terrorism.

●

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Residence Inn Milwaukee, representing 1.5% of the Initial Outstanding Pool Balance, the related borrower is not required to maintain terrorism insurance with aggregate premiums that exceed 2.5 times the then-current all risk insurance policy premium (excluding terrorism coverage).

●

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Dollar General – Orange City, representing 0.1% of the Initial Outstanding Pool Balance, the requirement to maintain terrorism insurance was waived and the related Mortgaged Property is not covered by terrorism insurance.

For a further discussion of limitations regarding terrorism insurance coverage on the Mortgaged Properties, see “Risk Factors—Risks Related to the Mortgage Loans—Availability of Terrorism Insurance” in this prospectus supplement.

In general, the Mortgaged Properties are not insured for earthquake risk, floods and other water-related causes, landslides and mudflow, vermin, nuclear reaction or war. In addition, certain of the insurance policies may specifically exclude coverage for losses due to mold, certain acts of nature, terrorist activities or other insurable conditions or events.

In some cases, the related Mortgage Loan Documents permit the related borrower to rely on self-insurance or other agreements provided by a tenant in lieu of an insurance policy or the insurance requirements are solely governed by the terms of a related long-term lease. See Representations and Warranties (16) and (29) on Annex F to this prospectus supplement and the exceptions thereto on Annex G to this prospectus supplement.

In some cases, required insurance is provided under a blanket policy that also insures properties that secure mortgage loans owned by the related sponsor that are not included in this securitization. For example, with respect to 33 of the Mortgage Loans, which collectively represent approximately 67.9% of the Initial Outstanding Pool Balance, certain insurance for the related Mortgaged Property (or, if applicable, some or all of the related Mortgaged Properties) is under a borrower’s blanket insurance

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policy. With respect to certain of these Mortgage Loans, the related borrower may be required to make payments to an insurance reserve if the related Mortgaged Property is no longer covered by the blanket insurance policy. The blanket insurance risk is magnified when affiliated loans in the same pool are covered by the same blanket policy.

See “Risk Factors—Risks Related to the Mortgage Loans—Inadequate Property Insurance Coverage Could Have an Adverse Impact on the Mortgaged Properties” and “Risk Factors—Risks Related to the Mortgage Loans—Risks Associated with Blanket Insurance Policies or Self-Insurance” in this prospectus supplement.

Certain Variances from the Underwriting Guidelines. Certain of the Mortgage Loans may vary from the underwriting guidelines described under “The Sponsors, Mortgage Loan Sellers and Originators— Cantor Commercial Real Estate Lending, L.P.—CCRE Lending’s Underwriting Standards,” “German American Capital Corporation—GACC’s Underwriting Standards” or “—Ladder Capital Finance LLC—Ladder Capital Group’s Underwriting Guidelines and Processes,” as applicable, in this prospectus supplement.

Loan Combinations

The following table represents certain information regarding the Mortgage Loan and Companion Loans that comprise each Loan Combination:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance		Companion Loan Cut-off Date Balance		Loan Combination Cut-off Date Balance		Mortgage Loan U/W NCF DSCR			Loan Combination U/W NCF DSCR			Mortgage Loan Cut-off Date LTV Ratio			Loan Combination Cut-off Date LTV Ratio			Mortgage Loan Cut-off Date U/W NOI Debt Yield			Loan Combination Cut-off Date U/W NOI Debt Yield
260 and 261 Madison Avenue	$	105,000,000	$	126,000,000	$	231,000,000		1.88	x		1.88	x		50.2	%		50.2	%		10.2	%		10.2	%
Crossgates Mall	$	71,779,584	$	227,302,017	$	299,081,601		1.35	x		1.35	x		63.6	%		63.6	%		9.5	%		9.5	%

The 260 and 261 Madison Avenue Loan Combination

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as 260 and 261 Madison Avenue, representing approximately 7.9% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $105,000,000 (the “260 and 261 Madison Avenue Mortgage Loan”), is part of a loan combination comprised of two promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “260 and 261 Madison Avenue Mortgaged Property”). The 260 and 261 Madison Avenue Mortgage Loan is evidenced by promissory note A-2. The mortgage loan evidenced by promissory note A-1, with an original principal balance of $126,000,000 is referred to in this prospectus supplement as the “260 and 261 Madison Avenue Companion Loan,” and is pari passu in right of payment with the 260 and 261 Madison Avenue Mortgage Loan. The 260 and 261 Madison Avenue Companion Loan may be further divided into multiple notes subsequent to the date of this securitization. The 260 and 261 Madison Avenue Mortgage Loan and the 260 and 261 Madison Avenue Companion Loan are collectively referred to in this prospectus supplement as the “260 and 261 Madison Avenue Loan Combination.” The 260 and 261 Madison Avenue Companion Loan will not be transferred to the Issuing Entity and will not be part of the Mortgage Pool.

The holders of the 260 and 261 Madison Avenue Loan Combination (the “260 and 261 Madison Avenue Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each 260 and 261 Madison Avenue Noteholder (the “260 and 261 Madison Avenue Intercreditor Agreement”).

Servicing. The 260 and 261 Madison Avenue Loan Combination will be serviced as follows:

(i) from and after the Closing Date, but prior to the date that the 260 and 261 Madison Avenue Companion Loan is included in a securitization trust (the “260 and 261 Madison Avenue Companion

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Loan Securitization Date”), the 260 and 261 Madison Avenue Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement; and

(ii) from and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, the 260 and 261 Madison Avenue Loan Combination will be serviced (x) pursuant to the terms of the pooling and servicing agreement entered into in connection with the securitization of the 260 and 261 Madison Avenue Companion Loan (the “260 and 261 Madison Avenue Pooling and Servicing Agreement”) and, subject to the terms of the 260 and 261 Madison Avenue Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any 260 and 261 Madison Avenue Noteholder will be effected in accordance with the 260 and 261 Madison Avenue Pooling and Servicing Agreement and (y) by the master servicer and the special servicer appointed pursuant to the 260 and 261 Madison Avenue Pooling and Servicing Agreement.

Advancing. Prior to the 260 and 261 Madison Avenue Companion Loan Securitization Date, the Master Servicer or the Trustee, as applicable, will be obligated to make P&I Advances on the 260 and 261 Madison Avenue Mortgage Loan (but not on the 260 and 261 Madison Avenue Companion Loan) and Property Advances with respect to the 260 and 261 Madison Avenue Loan Combination, in each case unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance.

After the 260 and 261 Madison Avenue Companion Loan Securitization Date:

(i) the Master Servicer or the Trustee, as applicable, will continue to be responsible for making P&I Advances on the 260 and 261 Madison Avenue Mortgage Loan (but not on the 260 and 261 Madison Avenue Companion Loan) pursuant to the Pooling and Servicing Agreement, unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance; and

(ii) the master servicer or the trustee, as applicable, under the 260 and 261 Madison Avenue Pooling and Servicing Agreement will be obligated to make (i) any required principal and interest advances on the 260 and 261 Madison Avenue Companion Loan as required under the terms of the 260 and 261 Madison Avenue Pooling and Servicing Agreement (but not on the 260 and 261 Madison Avenue Mortgage Loan) and (ii) property advances with respect to the 260 and 261 Madison Avenue Loan Combination, in each case unless a similar determination of nonrecoverability is made under the 260 and 261 Madison Avenue Pooling and Servicing Agreement.

Distributions. The 260 and 261 Madison Avenue Intercreditor Agreement sets forth the respective rights of each of the 260 and 261 Madison Avenue Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the 260 and 261 Madison Avenue Mortgage Loan or the 260 and 261 Madison Avenue Companion Loan will be applied to the 260 and 261 Madison Avenue Mortgage Loan and the 260 and 261 Madison Avenue Companion Loan 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 and special servicer in accordance with the terms of the Pooling and Servicing Agreement and the 260 and 261 Madison Avenue Pooling and Servicing Agreement, as applicable).

Consultation and Control. The directing holder under the 260 and 261 Madison Avenue Intercreditor Agreement with respect to the 260 and 261 Madison Avenue Loan Combination will initially be the holder of the 260 and 261 Madison Avenue Companion Loan, and from and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, will be the controlling class representative or such other party specified in the 260 and 261 Madison Avenue Pooling and Servicing Agreement (such party, the “260 and 261 Madison Avenue Directing Holder”). From and after the 260 and 261 Madison Avenue Companion Loan Securitization Date, certain decisions to be made with respect to the 260 and 261 Madison Avenue Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the 260 and 261 Madison Avenue

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Pooling and Servicing Agreement, will require the approval of the 260 and 261 Madison Avenue Directing Holder.

Pursuant to the terms of the 260 and 261 Madison Avenue Intercreditor Agreement, the Controlling Class Representative, as a non-controlling noteholder (the “260 and 261 Madison Avenue Non-Controlling Note Holder”) will have the right to (i) to receive copies of all notices, information and reports that the special servicer under the 260 and 261 Madison Avenue Pooling and Servicing Agreement is required to provide to the 260 and 261 Madison Avenue Directing Holder under such agreement within the same time frame it is required to provide such notices, information and reports to the 260 and 261 Madison Avenue Directing Holder and (ii) to be consulted by the Special Servicer on a strictly non-binding basis with respect to certain major decisions as set forth in the 260 and 261 Madison Avenue Intercreditor Agreement and the implementation by the Special Servicer of any recommended actions outlined in an asset status report. The consultation right of the 260 and 261 Madison Avenue Non-Controlling Note Holder will expire 10 business days after the delivery by such special servicer of notice and information relating to the matter subject to consultation, whether or not the 260 and 261 Madison Avenue Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the 260 and 261 Madison Avenue Non-Controlling Note Holder’s consultation rights described above, the special servicer under the 260 and 261 Madison Avenue Pooling and Servicing Agreement is permitted to make any major decision or take any action set forth in an 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 260 and 261 Madison Avenue Mortgage Loan and the 260 and 261 Madison Avenue Companion Loan.

Notwithstanding anything herein or in the 260 and 261 Madison Avenue Intercreditor Agreement to the contrary, no direction or objection by the 260 and 261 Madison Avenue Non-Controlling Note Holder may require or cause the master servicer or the special servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, the Pooling and Servicing Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the master servicer’s or special servicer’s obligation to act in accordance with the servicing standard, or expose the master servicer, the special servicer, the paying agent, the trust fund, the certificate administrator or the trustee to liability, or materially expand the scope of the master servicer’s or special servicer’s responsibilities hereunder.

In addition to the consultation rights of the 260 and 261 Madison Avenue Non-Controlling Note Holder described above, the 260 and 261 Madison Avenue Non-Controlling Note Holder will have the right to annual conference calls with the master servicer or special servicer, as applicable, under the 260 and 261 Madison Avenue Pooling and Servicing Agreement upon reasonable notice and at times reasonably acceptable to such master servicer or special servicer, as applicable, in which servicing issues related to the 260 and 261 Madison Avenue Loan Combination are discussed.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the 260 and 261 Madison Avenue Intercreditor Agreement, if the 260 and 261 Madison Avenue Loan Combination becomes a “defaulted mortgage loan” pursuant to the terms of the 260 and 261 Madison Avenue Pooling and Servicing Agreement, the special servicer under the 260 and 261 Madison Avenue Pooling and Servicing Agreement will be entitled to sell the 260 and 261 Madison Avenue Mortgage Loan together with the 260 and 261 Madison Avenue Companion Loan as a single whole loan. The 260 and 261 Madison Avenue Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.

Appointment of Special Servicer. The 260 and 261 Madison Avenue Directing Holder will have the right, with or without cause, to replace the special servicer then acting with respect to the 260 and 261 Madison Avenue Loan Combination and appoint a replacement special servicer in lieu thereof without the consent of the 260 and 261 Madison Avenue Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the 260 and 261 Madison Avenue Intercreditor Agreement) and satisfies the other conditions set forth in the 260 and 261 Madison Avenue Pooling and Servicing Agreement.

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The Crossgates Mall Loan Combination

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 5.4% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $71,779,584 (the “Crossgates Mall Mortgage Loan”), is part of a loan combination comprised of five promissory notes (including promissory notes A-1A-1, A-1A-2, A-1B-1, A-1B-2 and A-2), each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “Crossgates Mall Mortgaged Property”). The Crossgates Mall Mortgage Loan is evidenced by (i) promissory note A-1A-1, with an outstanding principal balance as of the Cut-off Date of $51,840,811, which is being transferred to the Depositor by GACC and (ii) promissory note A-1B-1, with an outstanding principal balance as of the Cut-off Date of $19,938,773 (the “Crossgates Mall Note A-1B-1”), which is being transferred to the depositor by LCF. The respective debt amounts evidenced by (i) promissory note A-2, with an outstanding principal balance as of the Cut-off Date of $119,632,640 (the “Crossgates Mall Note A-2”), which is included in the COMM 2012-CCRE1 Mortgage Trust securitization, (ii) promissory note A-1A-2, with an outstanding principal balance as of the Cut-off Date of $77,761,216 (the “Crossgates Mall Note A-1A-2”), which is currently held by GACC and (iii) promissory note A-1B-2, with an outstanding principal balance as of the Cut-off Date of $29,908,160 (the “Crossgates Mall Note A-1B-2”), which is currently held by LCF, are each referred to in this prospectus supplement as a “Crossgates Mall Companion Loan” and are pari passu in right of payment with each other and with the Crossgates Mall Mortgage Loan. The Crossgates Mall Mortgage Loan and the Crossgates Mall Companion Loans are collectively referred to in this prospectus supplement as the “Crossgates Mall Loan Combination”. The Crossgates Mall Companion Loans will not be transferred to the Issuing Entity and will not be part of the Mortgage Pool.

The holders of the Crossgates Mall Loan Combination (the “Crossgates Mall Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Crossgates Mall Noteholder (the “Crossgates Mall Intercreditor Agreement”).

Servicing. The Crossgates Mall Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement and, subject to the terms of the Crossgates Mall Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Crossgates Mall Noteholder will be effected in accordance with the Pooling and Servicing Agreement.

Advancing. The Master Servicer or the Trustee, as applicable, are responsible for making: (i) P&I Advances on the Crossgates Mall Mortgage Loan (but not on the Companion Loans) pursuant to the Pooling and Servicing Agreement, in each case unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance; and (ii) Property Advances with respect to the Crossgates Mall Loan Combination, in each case unless a similar determination of nonrecoverability is made under the Pooling and Servicing Agreement.

Distributions. The Crossgates Mall Intercreditor Agreement sets forth the respective rights of each of the Crossgates Mall Noteholders and provides, in general, that:

(i) the Crossgates Mall Mortgage Loan and the Crossgates Mall Companion Loans are of equal priority with each other and no portion of any of them will have priority or preference over any portion of the other or security therefor; and

(ii) all payments, proceeds and other recoveries on or in respect of the Crossgates Mall Loan Combination will be applied to the Crossgates Mall Mortgage Loan and each Crossgates Mall Companion Loan 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 and special servicer in accordance with the applicable pooling and servicing agreement).

Consultation and Control. The directing holder under the Crossgates Mall Intercreditor Agreement with respect to the Crossgates Mall Loan Combination will be the Controlling Class Representative.

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Certain decisions to be made with respect to the Crossgates Mall Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the Pooling and Servicing Agreement, will require the approval of the Controlling Class Representative.

Pursuant to the terms of the Crossgates Mall Intercreditor Agreement, each Crossgates Mall Non-Controlling Note Holder will have the right to (i) to receive copies of all notices, information and reports that the Special Servicer is required to provide to the Controlling Class Representative within the same time frame it is required to provide such notices, information and reports to the Controlling Class Representative and (ii) to be consulted on a strictly non-binding basis with respect to certain major decisions as set forth in the Crossgates Mall Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of each Crossgates Mall Non-Controlling Note Holder will expire 10 business days after the delivery by the Special Servicer of notice and information relating to the matter subject to consultation, whether or not such Crossgates Mall Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding each Crossgates Mall Non-Controlling Note Holder’s consultation rights described above, the Special Servicer is permitted to make any major decision or take any action set forth in an 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 Crossgates Mall Mortgage Loan and the Companion Loans.

In addition to the consultation rights of each Crossgates Mall Non-Controlling Note Holder described above, each Crossgates Mall Non-Controlling Note Holder will have the right to annual conference calls with the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer, as applicable, in which servicing issues related to the Crossgates Mall Loan Combination are discussed.

The “Crossgates Mall Non-Controlling Note Holder” means:

(a) with respect to the Crossgates Mall Note A-2, (i) for so long as the Crossgates Mall Note A-2 is included in the COMM 2012-CCRE1 commercial mortgage securitization, the controlling class representative specified in the pooling and servicing agreement entered into in connection with such securitization (the “COMM 2012-CCRE1 Pooling and Servicing Agreement”), unless a consultation termination event has occurred and is continuing under the COMM 2012-CCRE1 Pooling and Servicing Agreement and (ii) if the Crossgates Mall Note A-2 is no longer in such securitization, the holder of the Crossgates Mall Note A-2;

(b) with respect to the Crossgates Mall Note A-1A-2, (i) until the Crossgates Mall Note A-1A-2 is included in a securitization, the holder of the Crossgates Mall Note A-1A-2 and (ii) if the Crossgates Mall Note A-1A-2 is included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder of the Crossgates Mall Note A-1A-2 under the Crossgates Mall Intercreditor Agreement; and

(c) with respect to the Crossgates Mall Note A-1B-2, (i) until the Crossgates Mall Note A-1B-2 is included in a securitization, the holder of the Crossgates Mall Note A-1B-2 and (ii) if the Crossgates Mall Note A-1B-2 is included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder of the Crossgates Mall Note A-1B-2 under the Crossgates Mall Intercreditor Agreement.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Crossgates Mall Intercreditor Agreement, if the Crossgates Mall Loan Combination becomes a Defaulted Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, the Special Servicer will be entitled (but not required) to sell the Crossgates Mall Mortgage Loan together with the Companion Loans as a single whole loan. Each Crossgates Mall Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.

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Appointment of Special Servicer. The Controlling Class Representative will have the right, with or without cause, to replace the Special Servicer and appoint a replacement special servicer in lieu thereof without the consent of any Crossgates Mall Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the Crossgates Mall Intercreditor Agreement) and satisfies the other conditions set forth in the Pooling and Servicing Agreement.

Additional Mortgage Loan Information

General. The information in this prospectus supplement (including the Annexes to this prospectus supplement) set forth certain information with respect to the Mortgage Loans and Mortgaged Properties. Such information is presented, where applicable, as of the Cut-off Date for each Mortgage Loan, with principal balances adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Information with respect to a Mortgaged Property that is part of a Mortgage Loan with multiple properties is based on the Allocated Loan Amount for such Mortgaged Property. With regard to the Mortgaged Properties located in California, Northern California properties have a zip code greater than 93600 and Southern California properties have a zip code less than or equal to 93600. The statistics in the schedule and tables were derived, in many cases, from information and operating statements furnished by or on behalf of the respective borrowers. Such information and operating statements were generally unaudited. The sum of the amounts in any charts throughout this prospectus supplement, including the Annexes to this prospectus supplement, may not equal the indicated total under such column due to rounding.

Net income for a Mortgaged Property as determined in accordance with generally accepted accounting principles (“GAAP”) is not the same as the stated Underwritten Net Cash Flow for such Mortgaged Property as set forth in this prospectus supplement and in the Annexes to this prospectus supplement. In addition, Underwritten Net Cash Flow is not a substitute for, or comparable to, operating income (as determined in accordance with GAAP) as a measure of the results of a property’s operations or a substitute for cash flows from operating activities (determined in accordance with GAAP) as a measure of liquidity. No representation is made as to the future net cash flow of the Mortgaged Properties, nor is the Underwritten Net Cash Flow set forth in this prospectus supplement with respect to any Mortgaged Property intended to represent such future net cash flow.

The ARD Loan. The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 26 (the “ARD Loan”), representing approximately 1.6% of the Initial Outstanding Pool Balance, provides that if, after a certain date (with respect to the ARD Loan, the “Anticipated Repayment Date”), the related borrower has not prepaid the ARD Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (with respect to the ARD Loan, the “Revised Rate”) rather than the stated Mortgage Rate (with respect to the ARD Loan, the “Initial Rate”). For the ARD Loan, the Anticipated Repayment Date is 120 months after the first payment date, and the applicable Revised Rate is a per annum rate equal to the lesser of (i) the sum of 300 basis points and the greater of (x) the Initial Rate and (y) 390 basis points plus the 10-year swap yield as of the Anticipated Repayment Date, and (ii) the sum of 500 basis points and the Initial Rate. After its Anticipated Repayment Date, the ARD Loan further requires that all cash flow available from the related Mortgaged Property, after payment of the constant periodic payment required under the terms of the related Mortgage Loan Documents and all escrows and property expenses required under the related Mortgage Loan Documents, be used to accelerate amortization of principal on the ARD Loan. While interest at the Initial Rate will continue to accrue and be payable on a current basis on the ARD Loan after its Anticipated Repayment Date, the payment of Excess Interest, to the extent actually collected, will be deferred and will be required to be paid, with interest (to the extent permitted under applicable law), only after the outstanding principal balance of the ARD Loan has been paid in full, at which time any Excess Interest actually collected will be paid to the holders of the Class V Certificates. The foregoing features, to the extent applicable, are designed to increase the likelihood that the ARD Loans will be prepaid by the related borrower on or about the applicable Anticipated Repayment Date. There can be no assurance that the borrower will pay the ARD Loan in full on or near its Anticipated Repayment Date.

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“Excess Interest” with respect to the ARD Loan is the interest accrued at the Revised Rate in respect of the ARD Loan after the Anticipated Repayment Date in excess of the interest accrued at the Initial Rate in respect of the ARD Loan, plus any compound interest thereon at the Revised Rate, to the extent permitted by applicable law.

Definitions. For purposes of this prospectus supplement, including the information presented in the Annexes to this prospectus supplement, the indicated terms have the following meanings:

(a) “Administrative Fee Rate” for each Mortgage Loan is the percentage rate per annum set forth in Annex A-1 to this prospectus supplement for such Mortgage Loan that is payable in respect of the administration of such Mortgage Loan (which includes the applicable Master Servicing Fee Rate, Trustee/Certificate Administrator Fee Rate, Operating Advisor Fee Rate and the fee rate paid to the subservicer, if any).

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

(c) “Allocated Loan Amount” generally means, (a) with respect to any single Mortgaged Property that is the only real property collateral for the related Mortgage Loan, the total outstanding principal balance of such Mortgage Loan; and (b) with respect to any Mortgaged Property that is one of multiple Mortgaged Properties securing a Mortgage Loan, the portion of the total outstanding principal balance of such Mortgage Loan allocated to the subject Mortgaged Property in accordance with net cash flow, appraised value or otherwise in accordance with or as set forth in the related Mortgage Loan Documents.

(d) “Annual Debt Service” generally means, for any Mortgage Loan, 12 times the average of the principal and interest payments for the first twelve payment periods of the Mortgage Loan following the Cut-off Date (but without regard to any leap year adjustments), provided that: (i) in the case of a Mortgage Loan that provides for interest-only payments through maturity (or, in the case of the ARD Loan, its Anticipated Repayment Date), the aggregate interest payments scheduled to be due on the Due Date following the Cut-off Date and the 11 Due Dates thereafter for such Mortgage Loan; and (ii) in the case of a Mortgage Loan that provides for an initial interest-only period and provides for scheduled amortization payments thereafter, 12 times the monthly payment of principal and interest payable during the amortization period. Monthly debt service and the debt service coverage ratios are also calculated using the average of the principal and interest payments for the first twelve payment periods of the Mortgage Loan following the Cut-off Date (but without regard to any leap-year adjustments), subject to the proviso to the prior sentence. In the case of a Mortgage Loan with one or more related Companion Loans, Annual Debt Service is calculated with respect to the Mortgage Loan including any Companion Loan. The schedule of Monthly Payments for the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as 500 Delaware Avenue, representing approximately 5.3% of the Initial Outstanding Pool Balance, is set forth on Annex H to this prospectus supplement.

(e) “Appraised Value” means, for any Mortgaged Property, the appraised value of such Mortgaged Property as determined by the most recent third party appraisal of the Mortgaged Property available to the applicable Mortgage Loan Seller. In certain cases, the appraisals state an “as stabilized” value as well as an “as-is” value for the related Mortgaged Property that assume that certain events will occur with respect to the re-tenanting, construction renovation or repairs at such Mortgaged Property. The Appraised Value set forth on Annex A-1 is the “as is” value unless otherwise specified. In most such cases, the applicable Mortgage Loan Seller has taken reserves sufficient to complete such re-tenanting, construction, renovation or repairs. No representation is made that sufficient amounts have been reserved or that the appraised value would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale.

(f) “Balloon Balance” means, with respect to any Mortgage Loan, the principal amount that will be due at maturity (or, in the case of the ARD Loan, at the Anticipated Repayment Date) for such Mortgage Loan, assuming no payment defaults or principal prepayments.

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(g) “Cut-off Date Loan-to-Value Ratio,” “Loan-to-Value Ratio,” “Cut-off Date LTV,” “Cut-off Date LTV Ratio,” “LTV Ratio” or “Current LTV” means, with respect to any Mortgage Loan, (a) the Cut-off Date Balance of such Mortgage Loan divided (b) by the Appraised Value of the related Mortgaged Property or Mortgaged Properties. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan including any related Companion Loan. In the case of the cross-collateralized and cross-defaulted mortgage loans, loan-to-value ratios were calculated on an aggregate basis.

(h) “Cut-off Date U/W NCF Debt Yield” or “Underwritten NCF Debt Yield” means, with respect to any Mortgaged Property, the Underwritten Net Cash Flow for such Mortgaged Property divided by the Cut-off Date Balance for the related Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt yields were calculated with respect to the Mortgage Loan including any related Companion Loan. In the case of the cross-collateralized and cross-defaulted mortgage loans, debt yield was calculated on an aggregate basis.

(i) “Cut-off Date U/W NOI Debt Yield,” “Underwritten NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgaged Property, the Underwritten Net Operating Income for such Mortgaged Property divided by the Cut-off Date Balance for the related Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt yields were calculated with respect to the Mortgage Loan including any related Companion Loan. In the case of the cross-collateralized and cross-defaulted mortgage loans, debt yield was calculated on an aggregate basis.

(j) “GLA” means gross leasable area.

(k) “Interest Rate” means, with respect to any Mortgage Loan, the related Mortgage Rate, in each case without giving effect to a default rate or, in the case of the ARD Loan, the Revised Rate.

(l) “LTV Ratio at Maturity or ARD,” “Balloon LTV” or “Maturity Date LTV” means, with respect to any Mortgage Loan, (a) the Balloon Balance for such Mortgage Loan, divided by (b) the Appraised Value of the related Mortgaged Property or Mortgaged Properties. In the case of the ARD Loan, the LTV Ratio at Maturity or ARD is calculated with respect to the Balloon Balance on the Anticipated Repayment Date. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan including any related Companion Loan. In the case of the cross-collateralized and cross-defaulted mortgage loans, loan-to-value ratios were calculated on an aggregate basis.

(m) “MSA” means metropolitan statistical area.

(n) “Net Operating Income” or “NOI,” with respect to any Mortgaged Property, means historical net operating income for the annual or other period specified (or ending on the “NOI Date” specified). In general, it is the revenue derived from the use and operation of such Mortgaged Property less the sum of (a) actual operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising) and (b) actual fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments). Net operating income generally does not reflect (i.e., it does not deduct for) capital expenditures, including tenant improvement costs and leasing commissions, interest expenses and non-cash items such as depreciation and amortization.

(o) “NRA” means net rentable area.

(p) “Occupancy” means the percentage of Square Feet, Units, Rooms or Pads, as the case may be, of a Mortgaged Property that was occupied or leased as of or, in the case of certain properties, average Units or Rooms so occupied over a specified period ending on, a specified date (identified on Annex A-1 to this prospectus supplement as the “Occupancy As-of Date”). The Occupancy may have been obtained from the borrower, as derived from the Mortgaged Property’s rent rolls, operating statements or appraisals or as determined by a site inspection of such Mortgaged

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Property. The Occupancy presented in this prospectus supplement may include unoccupied space leased to an affiliate of the borrower (including space master leased to an affiliate of the borrower to increase occupancy to a “stabilized level”) and space subject to build-out or other construction or renovation. The Occupancy may exclude area currently under renovation. Information on Annex A-1 to this prospectus supplement concerning the “Largest Tenant,” “Second Largest Tenant,” “Third Largest Tenant,” “Fourth Largest Tenant” and “Fifth Largest Tenant” is presented as of the same date as of which the Occupancy is specified.

(q) “RevPar” means, for any hospitality property, revenues per available room.

(r) “Square Feet”, “SF” or “Sq. Ft.” means, in the case of a Mortgaged Property operated as a retail center, office, industrial/warehouse facility, combination retail/office, multifamily/retail or industrial/self storage or other special purpose property, the square footage of the net rentable or leasable area.

(s) “T-12” means trailing 12 months.

(t) “Term to Maturity” means, with respect to any Mortgage Loan, the remaining term, in months, from the Cut-off Date for such Mortgage Loan to the related maturity date or, in the case of the ARD Loan, the related Anticipated Repayment Date, as applicable. Annex A-1 to this prospectus supplement indicates which Mortgage Loans have an Anticipated Repayment Date.

(u) “Underwritten Net Cash Flow,” “Underwritten NCF” or “U/W NCF,” with respect to any Mortgaged Property, means the Underwritten Net Operating Income decreased by the estimated capital expenditures and reserves for capital expenditures, including tenant improvement costs and leasing commissions, as applicable. Underwritten Net Cash Flow generally does not reflect interest expense and non-cash items such as depreciation and amortization.

(v) “Underwritten Net Operating Income,” “Underwritten NOI,” or “U/W NOI,” with respect to any Mortgaged Property, means an estimate of cash flow available for debt service in a typical year of stable, normal operations as determined by the related Mortgage Loan Seller. In general, it is the estimated U/W Revenue derived from the use and operation of such Mortgaged Property (in certain cases, however, inclusive of rents under master leases with an affiliate of the borrower that relate to space not used or occupied by the master lease tenant) less the sum of (a) estimated operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising); and (b) estimated fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments). The Underwritten Net Operating Income for each Mortgaged Property is calculated on the basis of numerous assumptions and subjective judgments, which, if ultimately proven erroneous, could cause the actual net cash flow for such Mortgaged Property to differ materially from the Underwritten Net Operating Income set forth in this prospectus supplement. Certain of such assumptions and subjective judgments of each Mortgage Loan Seller relate to future events, conditions and circumstances, including future expense levels, future increases in rents over current rental rates (including in circumstances where a tenant may currently be in a free or reduced rent period), future vacancy rates, commencement of occupancy and rent payments with respect to leases for which rentals have not yet commenced and/or a “free rent” period is still in effect, the re-leasing of vacant space and the continued leasing of occupied space, which will be affected by a variety of complex factors over which none of the Depositor, the applicable Mortgage Loan Seller, the Master Servicer or the Special Servicer have control. In some cases, the Underwritten Net Operating Income set forth in this prospectus supplement for any Mortgaged Property is higher, and may be materially higher, than the annual net operating income for such Mortgaged Property based on historical operating statements.

In determining Underwritten Net Operating Income for a Mortgaged Property, the applicable Mortgage Loan Seller generally relied on rent rolls and/or other generally unaudited financial information provided by the respective borrowers; and in some cases, the appraisal and/or local market information was the primary basis for the determination. From that information, the applicable Mortgage Loan Seller calculated stabilized estimates of cash flow that took into consideration

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historical financial statements (where available), appraiser estimates, borrower budgets, material changes in the operating position of a Mortgaged Property of which the applicable Mortgage Loan Seller was aware (e.g., current rent roll information including newly signed leases (regardless of whether the tenant has taken occupancy), near term rent steps, expirations of “free rent” periods, market rents, and market vacancy data), and estimated capital expenditures, leasing commissions and tenant improvement costs. In certain cases, the applicable Mortgage Loan Seller’s estimate of Underwritten Net Operating Income reflected differences from the information contained in the operating statements obtained from the respective borrowers (resulting in either an increase or decrease from the recent historical net operating income set forth therein) based upon the applicable Mortgage Loan Seller’s own analysis of such operating statements and the assumptions applied by the respective borrowers in preparing such statements and information. In certain instances, for example, property management fees and other expenses may have been taken into account in the calculation of Underwritten Net Operating Income even though such expenses may not have been reflected in actual historic operating statements. In most of those cases, the information was annualized, with some exceptions, before using it as a basis for the determination of Underwritten Net Operating Income. In certain cases with respect to certain credit rated tenants, or credit worthy tenants, the applicable Mortgage Loan Seller may have calculated Underwritten Net Operating Income based on certain adjustments to the rental income, such as using the average rent due under the related lease from such tenant over the Mortgage Loan or lease term.

(w) “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 property, the number of pads for manufactured homes.

(x) “U/W NCF DSCR,” “Underwritten NCF DSCR,” “Debt Service Coverage Ratio” or “DSCR” means, with respect to any Mortgage Loan, (a) the Underwritten Net Cash Flow for the related Mortgaged Property or Mortgaged Properties, divided by (b) the Annual Debt Service for such Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt service coverage ratios were calculated with respect to the Mortgage Loan including any related Companion Loan. In the case of the cross-collateralized and cross-defaulted mortgage loans, debt service coverage ratios were calculated on an aggregate basis.

In general, debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property that is available for debt service to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. If a property does not possess a stable operating expectancy (for instance, if it is subject to material leases that are scheduled to expire during the loan term and that provide for above-market rents and/or that may be difficult to replace), a debt service coverage ratio may not be a reliable indicator of a property’s ability to service the mortgage debt over the entire remaining loan term. The Underwritten NCF DSCRs are presented in this prospectus supplement for illustrative purposes only and, as discussed above, are limited in their usefulness in assessing the current, or predicting the future, ability of a Mortgaged Property to generate sufficient cash flow to repay the related Mortgage Loan. Accordingly, no assurance can be given, and no representation is made, that the Underwritten NCF DSCRs accurately reflect that ability.

(y) “U/W NOI DSCR” or “Underwritten NOI DSCR” means, with respect to any Mortgage Loan, (a) the Underwritten Net Operating Income for the related Mortgaged Property or Mortgaged Properties, divided by (b) the Annual Debt Service for such Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt service coverage ratios were calculated with respect to the Mortgage Loan including any related Companion Loan. In the case of the cross-collateralized and cross-defaulted mortgage loans, debt service coverage ratios were calculated on an aggregate basis.

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The Underwritten NOI DSCRs are presented in this prospectus supplement for illustrative purposes only and, as discussed above, are limited in their usefulness in assessing the current, or predicting the future, ability of a Mortgaged Property to generate sufficient cash flow to repay the related Mortgage Loan. Accordingly, no assurance can be given, and no representation is made, that the Underwritten NOI DSCRs accurately reflect that ability. See the definition of “U/W NCF DSCR” in this prospectus supplement for more information regarding the evaluation of debt service coverage ratios.

(z) “U/W Revenue”, with respect to any Mortgage Loan, means the gross potential rent, subject to the assumptions and subjective judgments of each Mortgage Loan Seller as described under the definition of “Underwritten Net Operating Income” in this prospectus supplement.

(aa) “U/W EGI”, with respect to any Mortgaged Property, means the gross potential rent, recoveries and other income, less mark-to-market, vacancy and collection loss.

Certain Terms and Conditions of the Mortgage Loans

Calculation of Interest. All of the Mortgage Loans, representing approximately 100.0% of the Initial Outstanding Pool Balance, accrue interest on the basis of the actual number of days elapsed and a 360-day year.

Except in the case of Mortgage Loans with Anticipated Repayment Dates, none of the Mortgage Loans provide for negative amortization or for the deferral of interest.

Amortization of Principal. The Mortgage Loans provide for one or more of the following:

Forty-five (45) Mortgage Loans (excluding interest-only and partial interest-only Mortgage Loans and the ARD Loan), representing approximately 69.7% of the Initial Outstanding Pool Balance, provide for payments of interest and principal as of the Cut-off Date and then have an expected Balloon Balance at the maturity date or Anticipated Repayment Date. The schedule of Monthly Payments for the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as 500 Delaware Avenue, representing approximately 5.3% of the Initial Outstanding Pool Balance, is set forth on Annex H to this prospectus supplement.

Fifteen (15) Mortgage Loans, representing approximately 14.7% of the Initial Outstanding Pool Balance, provide for payments of interest-only for a period of 10 months to 58 months following the Cut-off Date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of such Mortgage Loan to maturity and therefore each has an expected Balloon Balance at the related maturity date.

Three (3) Mortgage Loans, representing approximately 14.1% of the Initial Outstanding Pool Balance, are interest-only until the related maturity date.

The ARD Loan, representing approximately 1.6% of the Initial Outstanding Pool Balance, provides for an increase in the related interest rate after the applicable Anticipated Repayment Date. The Excess Interest with respect to the ARD Loan will be deferred and will not be paid until the principal balance and all other amounts related to the ARD Loan have been paid. Any amount received in respect of that deferred interest will be distributed to the holders of the Class V certificates. See “The Pooling and Servicing Agreement—Accounts—Excess Interest” below. In addition, after the related Anticipated Repayment Date, all excess cash flow from the related Mortgaged Property will be applied to reduce the outstanding principal balance of the ARD Loan until such balance is reduced to zero.

Prepayment Provisions. The Mortgage Loans generally permit voluntary prepayment without the payment of any penalty on the last 1 to 7 scheduled payment dates (through and including the maturity date or the Anticipated Repayment Date, as applicable), except with respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as GSA New Orleans and Embassy Suites Valencia, representing approximately 2.7% and 1.0%, respectively, of the Initial Outstanding Pool Balance, which permit voluntary prepayment without the payment of any penalty

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on the last 13 and 25 payment dates, respectively. All of the Yield Maintenance Loans (except as noted in paragraph (b) below) prohibit voluntary prepayment for a specified period from the Closing Date (a “Yield Maintenance Lock-Out Period”), all of the Prepayment Premium assets prohibit voluntary prepayment for a specified period from the Closing Date (a “Prepayment Premium Lock-Out Period”) and all of the Defeasance Loans prohibit Defeasance (as defined below) for at least two years from the Closing Date (a “Defeasance Lock-Out Period”; any Yield Maintenance Lock-Out Period, Prepayment Premium Lock-Out Period or Defeasance Lock-Out Period are each referred to herein as a “Lock-Out Period”). The weighted average Lock-Out Period remaining from the Cut-off Date for the Mortgage Loans is approximately 27 months. The Lock-Out Period, if any, for each Mortgage Loan is set forth on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).” Each Mortgage Loan restricts voluntary prepayments in one of the following ways:

(a) Forty-six (46) of the Mortgage Loans (the “Defeasance Loans”), representing approximately 85.2% of the Initial Outstanding Pool Balance, permit defeasance only (not voluntary prepayment) after the expiration of a Lock-Out Period and prior to the related open period (such period, the “Defeasance Period”), which period is set forth on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).” In the case of the Mortgage Loans that permit partial defeasance, the Mortgage Loan Documents require, among other things, that the defeasance collateral be an amount equal to a specified percentage, generally 115% to 125% of the portion of the Allocated Loan Amount with respect to the Mortgaged Property that is to be released. With respect to the Crossgates Mall Mortgage Loan, representing approximately 5.4% of the Initial Outstanding Pool Balance, if on any business day after May 7, 2013 but prior to the expiration of the Defeasance Lock-Out Period, the borrower requests lender approval for a qualified assumption pursuant to the terms of the related Mortgage Loan Documents and lender rejects such request, the borrower will be permitted to prepay the Mortgage Loan in full and obtain a release of the Mortgaged Property; provided, that, among other conditions, (i) no event of default then exists and (ii) the borrower pays the greater of the Yield Maintenance Charge or Prepayment Premium (equal to 3%). With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Klein Crossing Shopping Center (the “Klein Crossing Mortgage Loan”), representing approximately 0.6% of the Initial Outstanding Pool Balance, the related borrower may partially prepay the Mortgage Loan in connection with a release of a portion of the Mortgaged Property (see “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Property Releases”). Each of the Crossgates Mall Mortgage Loan and the Klein Crossing Mortgage Loan is treated as a Defeasance Loan and not as a Yield Maintenance Loan in this prospectus supplement.

(b) One (1) of the Mortgage Loans (together with the Mortgage Loans described in the immediately following clause (c), the “Yield Maintenance Loans”), representing approximately 0.1% of the Initial Outstanding Pool Balance, does not have any Lock-Out Period and permits voluntary prepayment of the Mortgage Loan accompanied by a Yield Maintenance Charge from the Closing Date until the commencement of the open period for such Mortgage Loan (such period, in respect of such Yield Maintenance Loan, the “Yield Maintenance Period”). With respect to this Yield Maintenance Loan, the Yield Maintenance Period is identified on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).” This Yield Maintenance Loan is the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Dollar General – Orange City, which represents approximately 0.1% of the Initial Outstanding Pool Balance and also permits the related borrower to defease such Mortgage Loan no earlier than the second anniversary of the Closing Date.

(c) Seventeen (17) of the Mortgage Loans, representing approximately 14.7% of the Initial Outstanding Pool Balance, permit voluntary prepayment of the Mortgage Loan accompanied by a Yield Maintenance Charge following the expiration of a Lock-Out Period until the commencement of the open period for such Mortgage Loan (such period, in respect of such Yield Maintenance Loans, the “Yield Maintenance Period”). With respect to these Yield Maintenance Loans, the Yield Maintenance Period is identified on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).”

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With respect to certain Yield Maintenance Loans, the yield maintenance charge (the “Yield Maintenance Charge”) will generally, subject to variations, be equal to the greater of (i) a specified percentage of the amount being prepaid or (ii) the present value as of the prepayment date, of the remaining scheduled payments of principal and interest from the prepayment date through the maturity date or the Anticipated Repayment Date or the last date of the related Yield Maintenance Period, as applicable, determined by discounting such payments at the “Discount Rate” defined below (or as stated in the related Mortgage Loan Documents), less the amount of principal being prepaid. However, the Yield Maintenance Charge formula in a Yield Maintenance Loan may be significantly different than this formulation.

The term “Discount Rate” referred to in the preceding paragraph, generally means the yield on a U.S. Treasury security that has the most closely corresponding maturity date to the maturity date or the last date of the related Yield Maintenance Period, as applicable, or, the remaining weighted average life of the Mortgage Loan, converted to a monthly equivalent yield (as described in the respective Mortgage Loan Documents).

With respect to certain other Yield Maintenance Loans, the Yield Maintenance Charge will generally, subject to certain variations, be an amount (in some cases not less than 1.0% of the amount prepaid) equal to the present value of a series of payments, each equal to the Interest Payment Differential as of the date of prepayment and payable on each scheduled due date over the remaining original term of the prepaid Yield Maintenance Loans through and including the stated maturity date or the Anticipated Repayment Date or the date preceding the commencement of the open period, as applicable, discounted at the Reinvestment Yield as of the date of prepayment for the number of months remaining from such date of prepayment to each scheduled due date through and including the stated maturity date, the Anticipated Repayment Date or the date preceding the commencement of the open period, as applicable.

The term “Interest Payment Differential” as used in the prior paragraph with respect to any prepaid Yield Maintenance Loans will generally equal (i) the positive difference, if any, of mortgage interest rate minus the Reinvestment Yield as of the date of prepayment, divided by (ii) 12, and multiplied by (iii) the outstanding principal balance (or the portion thereof being prepaid) of the prepaid Yield Maintenance Loans on the date of prepayment, provided that the Interest Payment Differential will never be less than zero.

The term “Reinvestment Yield” as used in the prior two paragraphs with respect to any prepaid Yield Maintenance Loan will generally equal, depending on the Mortgage Loan, either: (a) the yield calculated by the lender by the linear interpolation of the yields, “as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities” for the week ending prior to the date of prepayment, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the loan maturity date or the Anticipated Repayment Date or the date preceding the commencement of the open period, as applicable (and, as used in the second preceding paragraph, converted to a monthly compounded nominal yield); or (b) the lesser of (i) the yield on the U.S. Obligations with the same maturity date as the stated maturity date, the Anticipated Repayment Date or date preceding the commencement of the open period, as applicable, of the prepaid Yield Maintenance Loan or, if no such U.S. Obligations issue is available, then the interpolated yield on the two U.S. Obligations issues (primary issues) with maturity dates (one prior to and one following) that are closest to the stated maturity date, the Anticipated Repayment Date or the date preceding the commencement of the open period, as applicable, of the prepaid Yield Maintenance Loan or (ii) the yield on the U.S. Obligations with a term equal to the remaining average life of the prepaid Yield Maintenance Loan or, if no such U.S. Obligations are available, then the interpolated yield on the two U.S. Obligations issues (primary issues) with terms (one prior to and one following) that are closest to the remaining average life of the prepaid Yield Maintenance Loan with each such yield being based on the bid price for such issue as published in The Wall Street Journal on the date that is fourteen (14) days prior to the date of prepayment set forth in borrower’s notice of repayment (or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield.

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The term “U.S. Obligations” as used in the prior paragraph shall mean, in general, securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, not subject to prepayment, call or early redemption, (2) other non-callable “government securities” as defined in Treasury Regulations Section 1.860G-2(a)(8)(ii), as amended, or (3) such other instruments as set forth in the related Mortgage Loan Documents.

Notwithstanding the foregoing, Yield Maintenance Charges payable (if at all) in connection with an involuntary prepayment (such as a prepayment resulting from a liquidation following a default) may be calculated in a manner that varies from those described above.

“Prepayment Premium” generally means, with respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a borrower in connection with a Principal Prepayment on, or other early collection of principal of, that Mortgage Loan. In most case, a Prepayment Premium will equal a specified percentage of the amount prepaid, which percentage may decline over time for any particular Mortgage Loan.

Prepayment Premiums and Yield Maintenance Charges are distributable as described in this prospectus supplement under “Description of the Offered Certificates—Distributions—Prepayment Premiums and Yield Maintenance Charges.”

Most of the Mortgage Loans permit voluntary prepayment without the payment of a Yield Maintenance Charge or any Prepayment Premium during an “open period” that commences a specified number of payments prior to and including the stated maturity date (or, in the case of the ARD Loan, the Anticipated Repayment Date), as set forth in Annex A-1 to this prospectus supplement.

All of the Mortgage Loans that permit voluntary prepayments require that the prepayment be made on the Due Date or, if on a different date, that any prepayment be accompanied by the interest that would accrue through but excluding the next Due Date.

Unless a Mortgage Loan is relatively near its stated maturity date (or Anticipated Repayment Date, as applicable) or unless the sale price or the amount of the refinancing of the related Mortgaged Property is considerably higher than the current outstanding principal balance of the Mortgage Loan (due to an increase in the value of the Mortgaged Property or otherwise) and depending on the interest rate environment at the time of prepayment, the Yield Maintenance Charge or Prepayment Premium may offset entirely or render insignificant any economic benefit to be received by a related borrower upon a refinancing or sale of its Mortgaged Property. The Yield Maintenance Charge or Prepayment Premium provision of a Mortgage Loan creates an economic disincentive for the borrower to prepay its Mortgage Loan voluntarily and, accordingly, the related borrower may elect not to prepay its Mortgage Loan. However, we cannot assure you that the imposition of a Yield Maintenance Charge or Prepayment Premium will provide a sufficient disincentive to prevent a voluntary principal prepayment or sufficient compensation to Certificateholders affected by a prepayment.

Certain state laws limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a Mortgage Loan. The Mortgage Loans generally do not require the payment of Yield Maintenance Charges in connection with a prepayment of the related Mortgage Loan as a result of a casualty or condemnation. Certain of the Mortgage Loans may require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with an acceleration of the related Mortgage Loan. There can be no assurance that the related borrowers will pay the Prepayment Premiums or Yield Maintenance Charges. See “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Enforceability of Prepayment Premiums, Yield Maintenance Charges and Defeasance Provisions” in this prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments” in the prospectus.

In the case of most of the Mortgage Loans, if an award or loss resulting from an event of condemnation or casualty is less than a specified percentage of the original principal balance of the Mortgage Loan, the proceeds or award may be applied by the borrower to the costs of repairing or

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replacing the Mortgaged Property. In other circumstances, the Mortgage Loans provide generally that in the event of a condemnation or casualty, the lender may apply the condemnation award or insurance proceeds to the repayment of debt, without payment of a Prepayment Premium or a Yield Maintenance Charge.

Certain Mortgage Loans provide that if casualty or condemnation proceeds are applied to partially prepay the Mortgage Loan, the borrower will be permitted to supplement such proceeds with an amount sufficient to prepay the entire principal balance or an allocated portion of the Mortgage Loan. In such event, generally no Prepayment Premium or Yield Maintenance Charge would be required to be paid.

Some of the Mortgage Loans are sometimes additionally secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related or other conditions, including, in some cases, achieving specified debt service coverage ratios or loan-to-value ratios. In some cases, a Mortgage Loan’s amortization schedule will be recast upon the occurrence of certain events, including prepayments in connection with partial condemnations or partial casualty losses, property releases or partial prepayment of a Mortgage Loan with a holdback amount via application of the related holdback reserves, cash reserves or letter of credit due to the failure to satisfy performance triggers. For additional information, see Annex A-1 to this prospectus supplement.

Neither the Depositor nor any of the Mortgage Loan Sellers makes any representation as to the enforceability of the provision of any Mortgage Loan requiring the payment of a Prepayment Premium or a Yield Maintenance Charge, or of the collectibility of any Prepayment Premium or Yield Maintenance Charge. See “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases of Mortgage Loans” and “—Yield Considerations” in this prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments” in the prospectus.

Property Releases. Certain of the Mortgage Loans contain provisions that permit the related borrower to obtain a release of all or a portion of the Mortgaged Property or Mortgaged Properties from the lien of the Mortgage securing such Mortgage Loan.

All of the Defeasance Loans permit the applicable borrower, after the Defeasance Lock-Out Period, to obtain a release of the Mortgaged Property from the lien of the related Mortgage (“Defeasance” or, the option to cause a Defeasance, the “Defeasance Option”); provided that, among other conditions, (a) no event of default exists; (b) the borrower pays on a Due Date (the “Release Date”) (i) all principal due on such Due Date and all interest accrued and unpaid on the principal balance of the Note (or, with respect to a partial Defeasance, a portion of the Note) to and including the Release Date and (ii) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all related Mortgage Loan Documents; and (c) the borrower delivers “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended) or such other securities as permitted by the Internal Revenue Code of 1986, as amended (the “Code”) with respect to a Defeasance, that are acceptable to the Rating Agencies (the “Defeasance Collateral”) in an amount sufficient to make all scheduled payments of principal and interest on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date (or the related Anticipated Repayment Date, if applicable), or in certain cases, through the date on which the Mortgage Loan is freely prepayable, in amounts equal to the scheduled payments due on such dates under (or, in the case of the final such date, to pay in full) the Mortgage Loan or the defeased amount thereof in the case of a partial Defeasance. In addition, in connection with a Defeasance, the related borrower is generally required to (i) pay any reasonable costs and expenses incurred in connection with the Defeasance and (ii) deliver a security agreement granting the lender a first priority lien on the Defeasance Collateral. Certain of the Defeasance Loans secured by multiple Mortgaged Properties permit the release from the lien of the related mortgage of an individual Mortgaged Property or a portion of the Mortgaged Property, provided, among other things, (i) and (ii) (listed in the prior sentence) are satisfied and the borrower delivers Defeasance Collateral in an amount sufficient to defease and, as described above, to make payments on, that portion of the subject Defeasance Loans equal to a specified percentage (generally 120% to 125%) of the Allocated Loan Amount for such Mortgaged Property or portion of such Mortgaged Property to be released from the lien of the related Mortgage. With respect to all of the Defeasance

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Loans, the Defeasance Lock-Out Period is at least two years from the Closing Date. In certain cases a borrower may post Defeasance Collateral sufficient to make payments through the related maturity date or related Anticipated Repayment Date, as applicable, and thereafter prepay the Mortgage Loan after the date upon which the related Mortgage Loan is freely prepayable, in which case the remaining Defeasance Collateral will be returned to the borrower.

In some cases, a successor borrower will assume the obligations of the borrower exercising a Defeasance Option and the original borrower will be released from its obligations under the related Mortgage Loan Documents. If a Mortgage Loan is partially defeased and the successor borrower will be assuming the borrower’s obligations, the related Note will generally be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

The Depositor makes no representation as to the enforceability of the defeasance provisions of any Mortgage Loan. See “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases of Mortgage Loans” and “—Yield Considerations” in this prospectus supplement.

In addition to the release of a Mortgaged Property by substitution of such Mortgaged Property for Defeasance Collateral, certain of the Mortgage Loans permit the release or substitution of a Mortgaged Property or portion thereof as follows:

(a) The release of a portion of a Mortgaged Property (including, in certain cases, a release of development rights such as “air rights” or “mineral rights”), where, in each such case, such release property is vacant, non-income producing or was given no material value in connection with loan origination and underwriting criteria (although the release property may be developed following the release). For example:

●

In the case of the Crossgates Mall Mortgage Loan, representing approximately 5.4% of the Initial Outstanding Pool Balance, the related borrower may obtain the release of one or more vacant, non-income producing parcels or outparcels (although such parcels may contain parking spaces) upon satisfaction of specified conditions including, among other things, (i) the remaining mortgaged property continues to comply with zoning and applicable legal requirements, (ii) the parcel being released is legally subdivided and (iii) the related borrower continues to be a single purpose entity.

(b) The release of a Mortgaged Property, subject to the satisfaction of certain release conditions, including payment of the outstanding loan balance, plus a Yield Maintenance Charge. See “Annex A-1—Certain Characteristics of the Mortgage Loans” for a list of Yield Maintenance Loans.

(c) The release of a portion of a Mortgaged Property (or release of all of a single Mortgaged Property that secures a multi-property Mortgage Loan), subject to satisfaction of certain release conditions, including payment of the outstanding loan balance or Allocated Loan Amount, as applicable, plus a Yield Maintenance Charge. For example:

●

In the case of the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Chicago Ridge Mall, which secures a Mortgage Loan representing approximately 6.1% of the Initial Outstanding Pool Balance, the Borrower may obtain the release of the Carson Pirie Scott & Co. parcel from the lien of the mortgage, provided, among other things: (i) the remaining property complies with all zoning laws, and (ii) the Borrower prepays a portion of the mortgage loan, together with yield maintenance, in an amount equal to the greater of (1) 100% of net sales proceeds or (2) the minimum release price of $5,515,770.

●

In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Klein Crossing Shopping Center, which Mortgage Loan represents 0.6% of the Initial Outstanding Pool Balance, the related loan documents provide for the release of a certain parcel currently occupied by Firestone (the “Klein Crossing Release Parcel”) from the

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collateral in connection with a third-party, arms-length sale of the Klein Crossing Release Parcel subject to, among other things, the following conditions: (i) no event of default has occurred or would occur as a result of the release; (ii) the mortgage loan, based on the remaining collateral, has a loan-to-value ratio of no greater than the lesser of (A) 75% and (B) the loan-to-value ratio in place immediately prior to the release; (iii) the mortgage loan, based on the remaining collateral, has a debt service coverage ratio of no less than the greater of (A) 1.30x and (B) the debt service coverage ratio in place immediately prior to the release; (iv) delivery of (A) an opinion to the effect that the release will not cause any REMIC holding the Mortgage Loan to cease to qualify as such and (B) a rating agency confirmation; (v) payment of a release price equal to 125% of the portion of the subject Mortgage Loan allocated to the Klein Crossing Release Parcel and any prepayment consideration associated with the payment of the release price; and (vi) payment of all other costs and expenses of the related lender in connection with the release.

(d) The release of all or a portion of the Mortgaged Property in connection with a substitution of another property for the Mortgaged Property. For example:

(e) The release of all or a portion of the Mortgaged Property for reasons unique to the specific Mortgage Loan terms. For example:

●

In the case of the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as 2770 Kingsbridge Terrace, 2505 Aqueduct Avenue, 2500 University Avenue, 3215 Holland Avenue and 686 Rosewood Street, which secure five cross-collateralized and cross defaulted Mortgage Loans representing, in the aggregate, 1.7% of the Initial Outstanding Pool Balance, the Mortgage Loan Documents permit the release of an individual Mortgaged Property from the lien of the related Mortgage and the cross with the other Mortgage Loans, provided, among other things, the Borrower pay a release price in an amount equal to 105% of the allocated loan amount for such release property, together with yield maintenance, and provided, with respect to the remaining Mortgaged Properties, the DSCR is at least 1.30x and the LTV ratio is not more than 70%.

●

In the case of the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as 3018 Heath Avenue, 1576 Taylor Avenue, 75 West 190th Street and 2785 Sedgwick Avenue, which secure four cross-collateralized and cross defaulted Mortgage Loans representing, in the aggregate, 1.7% of the Initial Outstanding Pool Balance, the Mortgage Loan Documents permit the release of an individual Mortgaged Property from the lien of the related Mortgage and the cross with the other Mortgage Loans, provided, among other things, the Borrower pay a release price in an amount equal to 105% of the allocated loan amount for such release property, together with yield maintenance, and provided, with respect to the remaining Mortgaged Properties, the DSCR is at least 1.30x and the LTV ratio is not more than 70%.

●

In the case of the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as 29 Prince Street and 232 Mott Street, which secure two cross-collateralized and cross-defaulted Mortgage Loans representing (in the aggregate) approximately 1.0% of the Initial Outstanding Pool Balance, the Mortgage Loan Documents permit the release of one of the Mortgaged Properties (the “Prince/Mott Released Property”) from the lien of the related Mortgage and a release of the cross with the other Mortgage Loan, provided, among other things, that the related Borrower pay to the lender an amount equal to 115% of the allocated loan amount for the Prince/Mott Released Property together with a Yield Maintenance Charge.

Addition of Real Property to the Mortgaged Property. Certain of the Mortgage Loans provide for the addition of real property to the Mortgaged Property. For example:

●

In the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Silvercrest at Deer Creek, representing approximately 0.9% of the Initial Outstanding Pool Balance, the Mortgage Loan Documents permit the Borrower to add 18-24 additional units to the Mortgaged Property during the Mortgage Loan Term. The Mortgage Loan Documents specify the

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approval process for this proposed construction, which will be funded with Borrower equity and result in additional collateral supporting the Mortgage Loan.

Escrows. Certain (but not all) of the Mortgage Loans provide for monthly escrows to cover property taxes, insurance premiums, ground lease payments and ongoing capital replacements. For information regarding certain escrows, see Annex A-1 to this prospectus supplement. In general, no escrow for real estate taxes, ground rents or insurance premiums would be required for any portion of a Mortgaged Property to the extent that a tenant or ground tenant has agreed to pay the real estate taxes and (if applicable) ground rents on, and either self-insure or maintain insurance coverage with respect to, the related Mortgaged Property. In addition, in certain cases such escrows are not required to be paid by the borrower, provided the borrower satisfies certain conditions and/or is not in default under the related Mortgage Loan Documents.

Other Financing. The applicable Mortgage Loan Sellers have informed the Depositor that they are aware of the following existing indebtedness secured by a Mortgaged Property that also secures a Mortgage Loan:

●

In the case of the 260 and 261 Madison Avenue Mortgage Loan, representing approximately 7.9% of the Initial Outstanding Pool Balance, the related Mortgaged Property also secures the 260 and 261 Madison Avenue Companion Loan. See “Description of the Mortgage Pool—Loan Combinations—The 260 and 261 Madison Avenue Loan Combination” in this prospectus supplement.

●

In the case of the Crossgates Mall Mortgage Loan, representing approximately 5.4% of the Initial Outstanding Pool Balance, the related Mortgaged Property also secures the Crossgates Mall Companion Loans. See “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination” in this prospectus supplement.

See the table below for a list of Mortgage Loans that permit future mezzanine indebtedness, including certain related conditions that must be satisfied prior to incurring such indebtedness.

The Mortgage Loans generally prohibit the related borrower from incurring secured or unsecured indebtedness, other than trade payables and other debt incurred in the ordinary course of business, including for furniture, fixtures and equipment; however, certain Mortgage Loans permit unsecured indebtedness as follows:

●

In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Royal St. Charles, which Mortgage Loan represents 0.7% of the Initial Outstanding Pool Balance, the related Mortgage Loan Documents permit: (i) up to $300,000 of unsecured, subordinate debt from a member of either related borrowing entity; (ii) up to $300,000 of unsecured, subordinate debt between the related borrowing entities; and (iii) up to $100,000 of unsecured, subordinate debt from the operating lessee to the fee owner. Only the unsecured debt described in clause (iii) of the prior sentence is currently outstanding.

The Mortgage Loan Documents generally prohibit the pledge or transfer of the related Mortgaged Property or the controlling ownership interests in the related borrower above certain percentage thresholds without lender consent (which, in some cases, may not be unreasonably withheld), other than certain specified transfers, including but not limited to:

●

transfers related to family and estate planning,

●

transfers related to the death or physical or mental disability of an equity holder,

●

transfers of a passive interest or less than a controlling interest in the borrower,

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

% of

Initial Pool

Ground Lease

Lease

Property Flag

Property Name

Balance

Extension Terms (14)

Largest Tenant (15)(16)

Expiration (16)

2nd Largest Tenant (15)(16)(17)

Expiration (16)

3rd Largest Tenant (15)(16)

Loan

1055 West 7th Street

8.9%

L.A. Care

156,139

11/30/2021

Morris Polich & Purdy

47,413

04/30/2016

Los Angeles County Bar Association

39,829

Loan

77 K Street

8.3%

Internal Revenue Service

166,770

12/31/2020

CQ-Roll Call, Inc.

71,493

03/31/2023

Federal Retirement Thrift Investment Board

61,102

Loan

260 and 261 Madison Avenue (22)

7.9%

McLaughlin & Stern

108,977

12/31/2021

Primedia, Inc.

71,000

11/30/2017

Hanesbrands, Inc.

54,659

Loan

520 Eighth Avenue

7.9%

ASPCA

57,000

12/31/2026

The Mason Tenders District Council Welfare Fund

48,395

02/28/2018

Selfhelp Community Services, Inc.

45,000

Loan

Chicago Ridge Mall

6.1%

Carson Pirie Scott & Co.

154,000

01/31/2014

Bed, Bath & Beyond

40,882

01/31/2021

AMC Theatres

32,368

Loan

Crossgates Mall (22)

5.4%

JCPenney

179,964

03/31/2014

Regal Crossgates 18

100,000

07/31/2022

Dick’s Sporting Goods

80,000

Loan

500 Delaware Avenue (23)

5.3%

WSFS

78,534

12/31/2025

Morris James LLP

60,872

05/31/2021

Sargent & Lundy, LLC

47,441

Loan

GSA New Orleans

2.7%

GSA - Bureau of Ocean Energy Management, Regulation and Enforcement (BOEMRE)

197,084

12/31/2025

NAP

Loan

Lakeside Square

2.6%

EXCO Resources, Inc.

152,623

06/30/2015

EXCO Resources, Inc.

50,436

01/31/2016

Companion Data Services, LLC

47,436

Loan

Sentry Park West

2.4%

Cigna Companies

36,499

10/31/2016

UniTek, USA

19,110

11/30/2015

Fesnak & Associates, LLP

16,924

Loan

Canyon West

2.4%

Burlington

80,009

01/31/2018

Ross Dress for Less

30,187

01/31/2019

Office Depot

21,500

Loan

Montgomery Plaza

2.3%

Marshalls

38,032

10/31/2015

Ross Dress for Less

30,079

01/31/2017

Office Depot

20,000

Loan

Renaissance Centre

2.1%

National Railroad Passenger Co

23,716

04/30/2014

McCarter & English, LLP

22,135

05/10/2022

National Railroad Passenger Co

15,828

Loan

2770 Kingsbridge Terrace

0.4%

Manny Grocery Store

1,000

05/30/2015

NAP

Loan

2505 Aqueduct Avenue

0.4%

NAP

Loan

2500 University Avenue

0.4%

NAP

Loan

3215 Holland Avenue

0.3%

NAP

Loan

686 Rosewood Street

0.2%

NAP

Loan

3018 Heath Avenue

0.5%

NAP

Loan

1576 Taylor Avenue

0.5%

NAP

Loan

75 West 190th Street

0.4%

NAP

Loan

2785 Sedgwick Avenue

0.3%

NAP

Loan

U-Haul Portfolio SAC 26

1.6%

Property

23.01

U-Haul Candlestick

1.2%

NAP

Property

23.02

U-Haul South Orange

0.1%

NAP

Property

23.03

U-Haul Garey Avenue

0.1%

NAP

Property

23.04

U-Haul Pinellas Center

0.1%

NAP

Loan

Novartis Pharmaceuticals Building

1.6%

Novartis Pharmaceuticals Corporation

229,640

06/30/2017

NAP

Loan

Lakeside Centre I & II

1.6%

AT&T Services, Inc.

203,239

03/31/2020

Metro PCS Wireless, Inc.

115,583

11/30/2018

NAP

Loan

Oakridge Court Shopping Center

1.6%

Toys R Us

64,028

01/31/2024

TJ Maxx

26,000

04/30/2019

Binnys Beverage Depot

20,000

Loan

Residence Inn Milwaukee

1.5%

NAP

Loan

GRM MA MD Portfolio

1.4%

Property

28.01

GRM Tarbay

0.7%

GRM

135,000

05/31/2027

Del Monte Fresh Produce

75,000

09/30/2020

NAP

Property

28.02

GRM Shuman

0.7%

GRM

164,216

06/30/2027

Northern Container Corp

100,000

12/31/2013

NAP

Loan

280 North Bernardo

1.3%

Avid Technology, Inc.

106,460

12/31/2021

NAP

Loan

Miller Residential Portfolio

1.2%

Property

30.01

5054 North Winthrop Avenue

0.3%

NAP

Property

30.02

2401-2409 West North Avenue

0.2%

Alliance for Local Service Organizations

6,000

06/30/2013

Sugar Fly, Inc.

3,000

06/30/2014

NAP

Property

30.03

1735, 1737 and 1741 West Division Street

0.2%

Wicker Park Fitness LLC

6,000

03/31/2023

Mode Amour LLC

2,500

05/28/2014

NAP

Property

30.04

4217 West Irving Park Road

0.2%

NAP

Property

30.05

3328 North Clark Street

0.1%

Jimmy John’s

1,200

12/31/2036

NAP

Property

30.06

2636-2638 North Halsted Street

0.1%

The Apartment Source

2,000

03/31/2027

NAP

Property

30.07

1444 North Wells Street

0.1%

City Blue Apparel, Inc.

1,200

05/31/2014

NAP

Property

30.08

3404 North Southport Avenue

0.0%

Safari Cup Coffee

1,800

08/12/2014

NAP

Loan

Shreve City Shopping Center

1.1%

Burlington Coat Factory

101,789

04/30/2016

Career Technical College

31,987

04/30/2015

Big Lots

30,000

Loan

River Street Apartment Portfolio (23)

1.0%

Property

32.01

103-109 Broad Street

0.4%

NAP

Property

32.02

10-20 Thorn Street

0.2%

NAP

Property

32.03

430 River Street

0.2%

NAP

Property

32.04

1-19 River Terrace

0.1%

NAP

Property

32.05

720 River Street

0.1%

NAP

Loan

Embassy Suites Valencia

1.0%

NAP

Loan

Hilton Garden Inn Riverhead

1.0%

None

NAP

Loan

29 Prince Street

0.5%

Super Trash

1,582

05/31/2022

NAP

Loan

232 Mott Street

0.5%

Spazio Nail and Spa

1,200

04/30/2022

NAP

Loan

Greens Crossroads

1.0%

Burlington Coat Factory

79,859

04/30/2017

It’s Fashion Metro

11,760

01/31/2014

Dollar General

8,000

Loan

Silvercrest at Deer Creek

0.9%

NAP

Loan

Hotel Indigo Houston

0.8%

NAP

Loan

Roxbury Multifamily Portfolio (22)

0.7%

Property

40.01

24 Mount Vernon Street

0.2%

NAP

Property

40.02

1-3 Howland Street

0.2%

NAP

Property

40.03

731-733 River Street

0.2%

NAP

Property

40.04

247 Walnut Street

0.1%

NAP

Loan

Hickory Farm & Crossings at Fox Meadows

0.7%

Property

41.01

Hickory Farm

0.4%

NAP

Property

41.02

Crossings at Fox Meadows

0.3%

NAP

Loan

Rothschild Portfolio A

0.7%

Property

42.01

387-399 North Euclid Avenue

0.2%

Red Brick Management

6,336

06/30/2024

Left Bank Books

2,649

08/31/2014

Pelopidas

2,511

Property

42.02

8-16 North Meramec Avenue

0.1%

Miso on Meramec

7,436

11/30/2014

Café Mira, LLC

4,533

05/31/2013

Kink Hair Salon

1,650

Property

42.03

6301 Delmar

0.1%

City Sprouts

3,021

08/31/2016

Snarfs

1,300

06/30/2015

Devil City LLC

1,221

Property

42.04

400-408 North Euclid Avenue

0.1%

Viva Inc. dba Club Viva

6,280

MTM

Terrace Operatives

3,500

11/30/2015

Gorilla 76

1,200

Property

42.05

3217-3225 Olive Street

0.1%

Ritmo Latino/Dantes

9,441

02/28/2015

NAP

Property

42.06

1000 Sidney Street

0.0%

Big Daddy’s

4,150

09/30/2013

NAP

Property

42.07

4144-4146 Manchester Avenue

0.0%

Atomic Cowboy

3,500

04/30/2019

NAP

Property

42.08

4052-4060 Chouteau Avenue

0.0%

Jim B O’Connell Rehab

2,800

10/31/2012

NAP

Property

42.09

1140 Tamm Avenue and 6335 Clayton

0.0%

Felix’s

2,430

09/30/2014

Happy Medium Barber Shop

300

MTM

NAP

Property

42.1

4000 Potomac

0.0%

Friendly Tavern and Restaurant

2,220

06/30/2013

Friendly’s

1,000

06/30/2013

NAP

Property

42.11

1800 South 10th Street

0.0%

Blackline LLC

2,938

06/30/2015

NAP

Property

42.12

12-14 North Newstead

0.0%

Team Four Inc

4,675

08/31/2013

NAP

Loan

Colonial Acres MHP

0.7%

NAP

Loan

Royal St. Charles

0.7%

NAP

Loan

HGI Starkville

0.7%

NAP

Loan

Boston City Multifamily Portfolio (23)

0.7%

Property

46.01

1037 River Street

0.2%

NAP

Property

46.02

1045 River Street

0.2%

NAP

Property

46.03

9-15 Ruggles Street

0.1%

NAP

Property

46.04

1 Rosa Street

0.1%

NAP

Loan

Sterling Hills Apartments

0.6%

NAP

Loan

Green Oak Village Place II

0.6%

JC Penney (Ground Lease)

102,699

01/31/2033

HomeGoods

24,000

09/30/2018

Pier 1 Imports

9,862

Loan

Market Place at Oxnard

0.6%

Guitar Center

14,000

11/30/2015

The Sleep Shoppe

9,264

04/30/2013

Howard’s Carpet One

9,250

Loan

Klein Crossing Shopping Center

0.6%

Firestone

8,143

09/30/2020

Rancheros Mexican Restaurant

6,000

03/31/2015

Tomball Regional Med Ctr (Dr. Rolon)

2,834

Loan

Legacy Park Office

0.5%

Strayer University, Inc.

16,782

01/01/2017

Elliott Company

8,991

12/31/2015

Raymond R Betz Interests, Inc

6,734

Loan

Mountain Center of Avon

0.5%

Hajoca Corporation

10,515

08/31/2021

Western Fireplace Supply Inc.

4,920

12/31/2014

Capco Tile

4,232

Loan

400 North State Street

0.5%

Public House

12,310

12/31/2019

Walton Isaacson

8,260

03/31/2015

Jayne Agency LLC.

4,021

Loan

Crossville Village

0.5%

Tucci’s Unique Furnishings

23,192

05/31/2016

Leslie’s Pool

7,500

10/31/2014

Bi Tech, dba Performance Bicycle

6,500

Loan

Waterside Marketplace

0.4%

Wells Fargo - Ground Lease

5,024

12/31/2023

Il Primo Pizza and Wings

3,866

09/30/2014

Liquors 4 Us

3,000

Loan

Nottingham Apartments

0.4%

NAP

Loan

1055 Grand Concourse

0.4%

NAP

Loan

Rothschild Portfolio B

0.4%

Property

58.01

2-10 Maryland Plaza

0.3%

Coffee Cartel

3,073

03/31/2016

Pulaski Bank

1,579

04/30/2014

The Hill Group LLC

1,196

Property

58.02

325-339 North Euclid Avenue

0.1%

Health Literacy Missouri

3,400

08/31/2013

Golden Grocers

2,782

11/30/2015

Beirut Bakery LLC

1,600

Loan

Eastgate Medical Office

0.3%

The Sisters of Mercy Clermont County Surgery Center

14,660

11/30/2022

Eastgate Radiation Oncology

4,500

06/30/2020

Mercy Medical Associates, LLC

3,675

Loan

Avalon MHP

0.3%

NAP

Loan

Walgreens Knoxville

0.3%

Walgreens

14,112

12/31/2020

NAP

Loan

305 Bedford Park Boulevard

0.2%

NAP

Loan

Mar-Mel-Go Apartments

0.2%

NAP

Loan

Dollar General - Orange City

0.1%

Dollar General

9,026

03/31/2027

NAP

COMM 2012-CCRE2

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

% of

Upfront

Initial Pool

Lease

Occupancy

Replacement

Property Flag

Property Name

Balance

Expiration (16)

4th Largest Tenant (16)

Expiration (16)

5th Largest Tenant (16)

Expiration (16)

Occupancy

As-of Date

Reserves ($)(18)

Loan

1055 West 7th Street

8.9%

04/05/2021

Gilbert, Kelly, Crowley & Jennet

31,166

04/30/2015

Harrington, Foxx, Dubrow & Cantor

20,453

07/31/2014

85.2%

06/01/2012

Loan

77 K Street

8.3%

09/30/2026

Café Phillip

3,279

12/01/2021

NAP

92.8%

05/14/2012

Loan

260 and 261 Madison Avenue (22)

7.9%

04/30/2013

Coca-Cola Company

50,462

10/31/2022

The Solomon-Page Group

50,334

10/31/2018

89.6%

07/01/2012

Loan

520 Eighth Avenue

7.9%

08/31/2025

Log-On Computer & Mailing Services, Inc.

35,000

01/31/2020

Alliance of Resident Theatres/New York

32,000

11/30/2022

99.1%

06/15/2012

Loan

Chicago Ridge Mall

6.1%

01/01/2022

Michaels

21,103

02/28/2014

Aldi, Inc

20,042

05/02/2026

94.7%

04/30/2012

Loan

Crossgates Mall (22)

5.4%

01/31/2025

Burlington Coat Factory

64,582

09/30/2014

Forever 21

62,858

01/31/2021

90.3%

03/26/2012

Loan

500 Delaware Avenue (23)

5.3%

10/31/2017

United States Postal Service

33,526

01/31/2027

Ashby & Geddes, P.A.

23,273

12/31/2016

89.7%

05/02/2012

Loan

GSA New Orleans

2.7%

NAP

100.0%

08/11/2012

Loan

Lakeside Square

2.6%

06/30/2019

TGGT Holdings, LLC

24,244

06/30/2015

Loewinsohn Flegle Deary, L.L.P.

19,616

01/31/2017

83.9%

07/24/2012

Loan

Sentry Park West

2.4%

05/31/2021

Evolution

14,397

07/31/2016

Chemlogix, LLC

12,932

06/30/2016

90.6%

05/14/2012

Loan

Canyon West

2.4%

11/30/2019

PetSmart

20,091

08/31/2018

Cost Plus

18,300

01/31/2019

93.8%

06/18/2012

Loan

Montgomery Plaza

2.3%

04/30/2021

PetSmart

19,548

05/31/2016

Michaels

16,971

02/28/2023

90.5%

06/12/2012

Loan

Renaissance Centre

2.1%

12/31/2015

American General Life Insurance Company

11,591

04/30/2016

Casarino, Christman, Shalk, PA

9,256

01/31/2019

82.7%

06/30/2012

Loan

2770 Kingsbridge Terrace

0.4%

NAP

95.8%

06/01/2012

Loan

2505 Aqueduct Avenue

0.4%

NAP

100.0%

06/01/2012

Loan

2500 University Avenue

0.4%

NAP

98.2%

06/01/2012

Loan

3215 Holland Avenue

0.3%

NAP

96.1%

06/01/2012

Loan

686 Rosewood Street

0.2%

NAP

94.1%

06/01/2012

Loan

3018 Heath Avenue

0.5%

NAP

100.0%

06/01/2012

Loan

1576 Taylor Avenue

0.5%

NAP

97.2%

06/01/2012

Loan

75 West 190th Street

0.4%

NAP

96.1%

06/01/2012

Loan

2785 Sedgwick Avenue

0.3%

NAP

95.8%

06/01/2012

Loan

U-Haul Portfolio SAC 26

1.6%

77.8%

05/02/2012

315,214

Property

23.01

U-Haul Candlestick

1.2%

NAP

75.6%

05/02/2012

Property

23.02

U-Haul South Orange

0.1%

NAP

79.9%

05/02/2012

Property

23.03

U-Haul Garey Avenue

0.1%

NAP

89.5%

05/02/2012

Property

23.04

U-Haul Pinellas Center

0.1%

NAP

77.3%

05/02/2012

Loan

Novartis Pharmaceuticals Building

1.6%

NAP

100.0%

08/11/2012

Loan

Lakeside Centre I & II

1.6%

NAP

100.0%

07/06/2012

Loan

Oakridge Court Shopping Center

1.6%

01/31/2030

Dollar Tree Stores, Inc

10,500

02/28/2019

Shoe Carnival

10,157

02/28/2021

98.4%

05/15/2012

Loan

Residence Inn Milwaukee

1.5%

NAP

87.6%

02/29/2012

Loan

GRM MA MD Portfolio

1.4%

100.0%

05/31/2012

250,000

Property

28.01

GRM Tarbay

0.7%

NAP

100.0%

05/31/2012

Property

28.02

GRM Shuman

0.7%

NAP

100.0%

05/31/2012

Loan

280 North Bernardo

1.3%

NAP

100.0%

08/06/2012

Loan

Miller Residential Portfolio

1.2%

100.0%

Various

Property

30.01

5054 North Winthrop Avenue

0.3%

NAP

100.0%

04/01/2012

Property

30.02

2401-2409 West North Avenue

0.2%

NAP

100.0%

04/01/2012

Property

30.03

1735, 1737 and 1741 West Division Street

0.2%

NAP

100.0%

06/07/2012

Property

30.04

4217 West Irving Park Road

0.2%

NAP

100.0%

04/01/2012

Property

30.05

3328 North Clark Street

0.1%

NAP

100.0%

04/01/2012

Property

30.06

2636-2638 North Halsted Street

0.1%

NAP

100.0%

04/01/2012

Property

30.07

1444 North Wells Street

0.1%

NAP

100.0%

06/07/2012

Property

30.08

3404 North Southport Avenue

0.0%

NAP

100.0%

06/07/2012

Loan

Shreve City Shopping Center

1.1%

10/31/2015

Labels

18,935

08/31/2014

Jo-Ann Stores, Inc.

16,350

01/31/2014

93.6%

04/20/2012

Loan

River Street Apartment Portfolio (23)

1.0%

90.1%

06/19/2012

Property

32.01

103-109 Broad Street

0.4%

NAP

95.2%

06/19/2012

Property

32.02

10-20 Thorn Street

0.2%

NAP

90.6%

06/19/2012

Property

32.03

430 River Street

0.2%

NAP

90.6%

06/19/2012

Property

32.04

1-19 River Terrace

0.1%

NAP

70.0%

06/19/2012

Property

32.05

720 River Street

0.1%

NAP

93.3%

06/19/2012

Loan

Embassy Suites Valencia

1.0%

NAP

79.9%

03/31/2012

Loan

Hilton Garden Inn Riverhead

1.0%

NAP

71.7%

05/31/2012

Loan

29 Prince Street

0.5%

NAP

100.0%

05/23/2012

Loan

232 Mott Street

0.5%

NAP

100.0%

05/23/2012

Loan

Greens Crossroads

1.0%

04/30/2013

Panda

6,000

12/31/2017

Avenue

4,350

01/31/2016

90.9%

08/11/2012

Loan

Silvercrest at Deer Creek

0.9%

NAP

95.0%

04/12/2012

Loan

Hotel Indigo Houston

0.8%

NAP

71.8%

06/30/2012

117,043

Loan

Roxbury Multifamily Portfolio (22)

0.7%

98.2%

06/19/2012

Property

40.01

24 Mount Vernon Street

0.2%

NAP

97.9%

06/19/2012

Property

40.02

1-3 Howland Street

0.2%

NAP

100.0%

06/19/2012

Property

40.03

731-733 River Street

0.2%

NAP

95.2%

06/19/2012

Property

40.04

247 Walnut Street

0.1%

NAP

100.0%

06/19/2012

Loan

Hickory Farm & Crossings at Fox Meadows

0.7%

93.2%

05/29/2012

Property

41.01

Hickory Farm

0.4%

NAP

92.0%

05/29/2012

Property

41.02

Crossings at Fox Meadows

0.3%

NAP

94.6%

05/29/2012

Loan

Rothschild Portfolio A

0.7%

91.3%

06/25/2012

Property

42.01

387-399 North Euclid Avenue

0.2%

11/30/2012

David Howard et. al.

2,194

01/31/2013

RMR,LLC

2,000

08/31/2014

100.0%

06/25/2012

Property

42.02

8-16 North Meramec Avenue

0.1%

04/30/2014

NAP

100.0%

06/25/2012

Property

42.03

6301 Delmar

0.1%

03/31/2014

Gabrielle Alioto

925

05/31/2013

Riley Deel

925

06/30/2013

88.3%

06/25/2012

Property

42.04

400-408 North Euclid Avenue

0.1%

09/30/2013

VA Mortgage Center

711

05/31/2013

Growing American Youth

460

03/31/2013

88.5%

06/25/2012

Property

42.05

3217-3225 Olive Street

0.1%

NAP

100.0%

06/25/2012

Property

42.06

1000 Sidney Street

0.0%

NAP

100.0%

06/25/2012

Property

42.07

4144-4146 Manchester Avenue

0.0%

NAP

100.0%

06/25/2012

Property

42.08

4052-4060 Chouteau Avenue

0.0%

NAP

100.0%

06/25/2012

Property

42.09

1140 Tamm Avenue and 6335 Clayton

0.0%

NAP

100.0%

06/25/2012

Property

42.1

4000 Potomac

0.0%

NAP

100.0%

06/25/2012

Property

42.11

1800 South 10th Street

0.0%

NAP

100.0%

06/25/2012

Property

42.12

12-14 North Newstead

0.0%

NAP

46.4%

06/25/2012

Loan

Colonial Acres MHP

0.7%

NAP

94.6%

03/31/2012

Loan

Royal St. Charles

0.7%

NAP

61.9%

02/29/2012

1,750,000

Loan

HGI Starkville

0.7%

NAP

72.4%

03/31/2012

Loan

Boston City Multifamily Portfolio (23)

0.7%

93.7%

06/19/2012

Property

46.01

1037 River Street

0.2%

NAP

96.9%

06/19/2012

Property

46.02

1045 River Street

0.2%

NAP

96.9%

06/19/2012

Property

46.03

9-15 Ruggles Street

0.1%

NAP

73.3%

06/19/2012

Property

46.04

1 Rosa Street

0.1%

NAP

100.0%

06/19/2012

Loan

Sterling Hills Apartments

0.6%

NAP

95.8%

05/31/2012

203,519

Loan

Green Oak Village Place II

0.6%

02/28/2022

Five Below

7,500

07/31/2021

Panera Bread

4,500

12/31/2016

92.4%

03/01/2012

Loan

Market Place at Oxnard

0.6%

02/28/2017

Performance Bicycle

8,559

04/30/2020

Red Lobster (Ground Lease)

8,355

11/30/2016

100.0%

04/01/2012

Loan

Klein Crossing Shopping Center

0.6%

02/28/2016

Melissa L. Welty, DDS

2,000

12/14/2014

Studebaker Orthodontists

2,000

01/31/2017

97.5%

04/01/2012

Loan

Legacy Park Office

0.5%

06/30/2024

Flatrock Compressions

6,235

01/31/2014

Columbia Oilfield Supply, Inc / Reservoir Group

5,974

03/31/2017

100.0%

06/26/2012

Loan

Mountain Center of Avon

0.5%

03/31/2016

MTECH Group

4,205

11/30/2016

Otto Bock HealthCare LP

3,080

05/31/2014

82.4%

04/13/2012

Loan

400 North State Street

0.5%

06/30/2017

Nansen Digital

2,669

03/16/2016

Fan Fueled

2,150

09/30/2015

100.0%

08/11/2012

Loan

Crossville Village

0.5%

08/31/2014

Roswell Beverage

6,422

12/31/2014

Cici’s Pizza

4,200

08/31/2014

100.0%

06/19/2012

Loan

Waterside Marketplace

0.4%

12/31/2016

Uncle Lee’s Chinese Restaurant

2,200

11/30/2014

Fossum Family Dental Care

2,100

05/31/2014

93.8%

08/11/2012

Loan

Nottingham Apartments

0.4%

NAP

88.0%

03/12/2012

677,209

Loan

1055 Grand Concourse

0.4%

NAP

100.0%

06/01/2012

Loan

Rothschild Portfolio B

0.4%

100.0%

06/25/2012

Property

58.01

2-10 Maryland Plaza

0.3%

03/31/2015

Scott Rinaberger

1,176

09/30/2012

Kimberly Antonelli

915

03/31/2013

100.0%

06/25/2012

Property

58.02

325-339 North Euclid Avenue

0.1%

11/30/2015

Dan Puls

1,500

05/31/2013

Ahmed Hassan

1,500

06/30/2013

100.0%

06/25/2012

Loan

Eastgate Medical Office

0.3%

05/31/2023

Dr. Ruth Ann Cooper

2,691

11/30/2016

The Sisters of Mercy Clermont County

2,182

04/30/2023

100.0%

05/11/2012

Loan

Avalon MHP

0.3%

NAP

98.2%

01/01/2012

Loan

Walgreens Knoxville

0.3%

NAP

100.0%

08/06/2012

Loan

305 Bedford Park Boulevard

0.2%

NAP

96.9%

06/01/2012

Loan

Mar-Mel-Go Apartments

0.2%

NAP

97.1%

03/26/2012

Loan

Dollar General - Orange City

0.1%

NAP

100.0%

08/06/2012

COMM 2012-CCRE2

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES


			% of	Monthly	Upfront	Monthly	Upfront	Monthly	Upfront	Monthly	Upfront
			Initial Pool	Replacement	TI/LC	TI/LC	Tax	Tax	Insurance	Insurance	Engineering	Other
Property Flag	ID	Property Name	Balance	Reserves ($)(19)(20)	Reserves ($)(18)	Reserves ($)(19)	Reserves ($)(18)	Reserves ($)(19)	Reserves ($)(18)	Reserves ($)(19)	Reserves ($)(18)	Reserves ($)(18)(19)(20)
Loan	1	1055 West 7th Street	8.9%	12,500	427,378	62,683	232,349	116,174		Springing		2,035,542
Loan	2	77 K Street	8.3%	2,424		Springing	723,960	241,320		Springing		Springing
Loan	3	260 and 261 Madison Avenue (22)	7.9%	22,491	2,000,000	153,880		764,725		Springing	34,100	21,144,226
Loan	4	520 Eighth Avenue	7.9%	Springing		Springing		Springing		Springing
Loan	5	Chicago Ridge Mall	6.1%	Springing	1,934,217	Springing		Springing		Springing		379,363
Loan	6	Crossgates Mall (22)	5.4%	23,666	1,863,853	86,871	3,850,000	550,000		Springing	212,000
Loan	7	500 Delaware Avenue (23)	5.3%	6,187		30,936	423,689	38,517	49,668	8,278
Loan	8	GSA New Orleans	2.7%	3,285			231,333	28,917	68,491	11,441
Loan	9	Lakeside Square	2.6%	6,719	15,560	41,992	547,563	68,445	47,333	4,733	21,875	3,006,619
Loan	10	Sentry Park West	2.4%	5,704	500,000	Springing	172,603	29,221		Springing		540,799
Loan	11	Canyon West	2.4%	3,351		11,170	346,667	43,333	34,071	4,259		106,378
Loan	12	Montgomery Plaza	2.3%	Springing		Springing		Springing		Springing		Springing
Loan	13	Renaissance Centre	2.1%	2,585	750,000	16,159	63,419	7,523	45,489	3,791		1,024,880
Loan	14	2770 Kingsbridge Terrace	0.4%	1,500				11,167	30,304	2,552	8,750
Loan	15	2505 Aqueduct Avenue	0.4%	1,251				6,333	21,713	1,832	8,500	200,000
Loan	16	2500 University Avenue	0.4%	1,188				6,125	22,419	1,885	9,300	125,000
Loan	17	3215 Holland Avenue	0.3%	1,063				4,417	19,343	1,629	3,750	375,000
Loan	18	686 Rosewood Street	0.2%	708				6,250	14,048	1,188		100,000
Loan	19	3018 Heath Avenue	0.5%	1,813				9,000	30,473	2,556	3,125	650,000
Loan	20	1576 Taylor Avenue	0.5%	1,479				5,033	28,863	2,426	30,750	200,000
Loan	21	75 West 190th Street	0.4%	1,063				6,167	22,044	1,853	10,000	200,000
Loan	22	2785 Sedgwick Avenue	0.3%	1,000				4,750	19,374	1,632	3,125	150,000
Loan	23	U-Haul Portfolio SAC 26	1.6%	Springing			78,120	Springing		Springing	27,313
Property	23.01	U-Haul Candlestick	1.2%
Property	23.02	U-Haul South Orange	0.1%
Property	23.03	U-Haul Garey Avenue	0.1%
Property	23.04	U-Haul Pinellas Center	0.1%
Loan	24	Novartis Pharmaceuticals Building	1.6%	3,827	500,000	23,921	54,333	27,167	5,507	5,507		14,353
Loan	25	Lakeside Centre I & II	1.6%	3,335		18,864	308,727	61,745		Springing	77,125	15,345
Loan	26	Oakridge Court Shopping Center	1.6%	1,834		2,445	125,517	31,333	41,074	3,160		200,000
Loan	27	Residence Inn Milwaukee	1.5%	1/12 of 4.0% of Gross Revenues based on two months prior			199,478	33,246	17,776	1,778		365,000
Loan	28	GRM MA MD Portfolio	1.4%	7,689			102,866	25,232		Springing
Property	28.01	GRM Tarbay	0.7%
Property	28.02	GRM Shuman	0.7%
Loan	29	280 North Bernardo	1.3%	1,774	1,000,000	6,654	38,260	12,753		Springing		Springing
Loan	30	Miller Residential Portfolio	1.2%	2,829		3,228	95,047	16,758	20,247	6,749	53,750	63,750
Property	30.01	5054 North Winthrop Avenue	0.3%
Property	30.02	2401-2409 West North Avenue	0.2%
Property	30.03	1735, 1737 and 1741 West Division Street	0.2%
Property	30.04	4217 West Irving Park Road	0.2%
Property	30.05	3328 North Clark Street	0.1%
Property	30.06	2636-2638 North Halsted Street	0.1%
Property	30.07	1444 North Wells Street	0.1%
Property	30.08	3404 North Southport Avenue	0.0%
Loan	31	Shreve City Shopping Center	1.1%	6,819	200,000	14,205	218,322	31,189		Springing		Springing
Loan	32	River Street Apartment Portfolio (23)	1.0%	4,025			2,083	2,083	41,578	3,891	18,750
Property	32.01	103-109 Broad Street	0.4%
Property	32.02	10-20 Thorn Street	0.2%
Property	32.03	430 River Street	0.2%
Property	32.04	1-19 River Terrace	0.1%
Property	32.05	720 River Street	0.1%
Loan	33	Embassy Suites Valencia	1.0%	1/12 of 4.0% of Gross Revenues based on current fiscal year projections			89,000	22,250	50,738	7,248
Loan	34	Hilton Garden Inn Riverhead	1.0%	4.0% of prior month’s Gross Revenues			53,267	17,756		Springing		90,833
Loan	35	29 Prince Street	0.5%	136		132		12,250	2,385	795		90,000
Loan	36	232 Mott Street	0.5%	125		100		5,000	1,634	545
Loan	37	Greens Crossroads	1.0%	1,855	423,810	6,183	72,917	10,417	38,747	7,749	126,190
Loan	38	Silvercrest at Deer Creek	0.9%	2,975			15,208	15,208	61,239	5,567
Loan	39	Hotel Indigo Houston	0.8%	1/12 of 4.0% of Gross Revenues based on previous calendar year			145,000	24,167	30,000	6,667
Loan	40	Roxbury Multifamily Portfolio (22)	0.7%	2,750			2,042	8,167	29,311	2,740	13,513
Property	40.01	24 Mount Vernon Street	0.2%
Property	40.02	1-3 Howland Street	0.2%
Property	40.03	731-733 River Street	0.2%
Property	40.04	247 Walnut Street	0.1%
Loan	41	Hickory Farm & Crossings at Fox Meadows	0.7%	10,521			144,142	18,708	26,759	7,026	137,413
Property	41.01	Hickory Farm	0.4%
Property	41.02	Crossings at Fox Meadows	0.3%
Loan	42	Rothschild Portfolio A	0.7%	1,914	150,000	9,861	144,000	18,000	38,721	3,227	73,750	23,806
Property	42.01	387-399 North Euclid Avenue	0.2%
Property	42.02	8-16 North Meramec Avenue	0.1%
Property	42.03	6301 Delmar	0.1%
Property	42.04	400-408 North Euclid Avenue	0.1%
Property	42.05	3217-3225 Olive Street	0.1%
Property	42.06	1000 Sidney Street	0.0%
Property	42.07	4144-4146 Manchester Avenue	0.0%
Property	42.08	4052-4060 Chouteau Avenue	0.0%
Property	42.09	1140 Tamm Avenue and 6335 Clayton	0.0%
Property	42.1	4000 Potomac	0.0%
Property	42.11	1800 South 10th Street	0.0%
Property	42.12	12-14 North Newstead	0.0%
Loan	43	Colonial Acres MHP	0.7%	993			75,730	10,819	9,149	3,050	500,000	18,000
Loan	44	Royal St. Charles	0.7%	1/12 of 2.0% of Gross Revenues based on the prior year commencing in Year 2			57,708	11,542	53,518	13,380		292,002
Loan	45	HGI Starkville	0.7%	1/12 of 4.0% of Gross Revenues based on current fiscal year projections			87,500	12,500	20,058	2,006	2,188	100,000
Loan	46	Boston City Multifamily Portfolio (23)	0.7%	2,375			1,250	5,000	24,975	2,337	3,750
Property	46.01	1037 River Street	0.2%
Property	46.02	1045 River Street	0.2%
Property	46.03	9-15 Ruggles Street	0.1%
Property	46.04	1 Rosa Street	0.1%
Loan	47	Sterling Hills Apartments	0.6%	6,300			53,083	7,583	12,258	2,452
Loan	48	Green Oak Village Place II	0.6%	1,032		3,130	77,875	12,979	11,900	1,082		150,000
Loan	49	Market Place at Oxnard	0.6%	1,325	140,000	5,700	73,673	12,279	18,461	2,051	240,433
Loan	50	Klein Crossing Shopping Center	0.6%	789		3,750	78,245	15,649	1,649	1,832
Loan	51	Legacy Park Office	0.5%	803		3,010	106,750	15,250	11,212	1,602
Loan	52	Mountain Center of Avon	0.5%	1,276	40,340	3,773	12,167	12,167	2,273	1,136		440,913
Loan	53	400 North State Street	0.5%	745		5,000	86,333	12,333	4,116	823	2,563	28,500
Loan	54	Crossville Village	0.5%	756	150,000	5,000	101,500	9,500	2,050	1,025	331,800
Loan	55	Waterside Marketplace	0.4%	498		2,239	67,500	11,250	307	307
Loan	56	Nottingham Apartments	0.4%	5,967			38,733	9,683	10,925	5,462	99,375
Loan	57	1055 Grand Concourse	0.4%	1,125			5,417	5,417	2,064	1,955	23,188
Loan	58	Rothschild Portfolio B	0.4%	605	15,000	2,586	34,667	4,333	14,025	1,169	12,250
Property	58.01	2-10 Maryland Plaza	0.3%
Property	58.02	325-339 North Euclid Avenue	0.1%
Loan	59	Eastgate Medical Office	0.3%	647		1,732	36,750	12,250	784	392	166,721	285,000
Loan	60	Avalon MHP	0.3%	578			14,137	4,712	2,542	635	74,938
Loan	61	Walgreens Knoxville	0.3%	118		1,309		Springing		Springing
Loan	62	305 Bedford Park Boulevard	0.2%	776			6,003	6,003	846	655	19,625
Loan	63	Mar-Mel-Go Apartments	0.2%	1,458			20,972	2,622	10,121	1,012	1,458	56,886
Loan	64	Dollar General - Orange City	0.1%				1,289	161		Springing

COMM 2012-CCRE2

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

% of

Other

Environmental

Initial Pool

Reserves

Report

Engineering

Loan

Property Flag

Property Name

Balance

Description

Date (21)

Report Date

Purpose

Sponsor

Loan

1055 West 7th Street

8.9%

L.A. Care Rent Abatement (Upfront: 2,035,542), Major Tenant Sweep (Monthly: Springing), State of California Sweep (Monthly: Springing)

04/18/2012

Refinance

David Y. Lee

Loan

77 K Street

8.3%

IRS Rollover Reserve (Monthly: Springing)

05/04/2012

Refinance

Brookfield Properties, Inc.

Loan

260 and 261 Madison Avenue (22)

7.9%

Tenant Free Rent Reserves (Upfront 9,227,229); Tenant TI/LC Reserve (Upfront: 10,758,515); Lobby Renovation Reserve (Upfront: 1,158,482); Major Tenant Sweep Reserve (Monthly: Springing)

06/08/2012

03/16/2012

Refinance

Alex Sapir; Rotem Rosen

Loan

520 Eighth Avenue

7.9%

05/30/2012

05/07/2012

Refinance

Jeffrey Gural

Loan

Chicago Ridge Mall

6.1%

Rent Reserve

04/06/2012

04/27/2012

Acquisition

Star-West JV, LLC

Loan

Crossgates Mall (22)

5.4%

03/14/2012

03/13/2012

Refinance

Pyramid Crossgates Company

Loan

500 Delaware Avenue (23)

5.3%

04/20/2012

Refinance

Buccini Pollin Group

Loan

GSA New Orleans

2.7%

07/23/2012

06/18/2012

Refinance

Peter E. Strauss

Loan

Lakeside Square

2.6%

TGGT Reserve (Upfront: 3,000,000); Free Rent Reserve (Upfront: 6,619)

05/30/2012

05/21/2012

Refinance

Zaya S. Younan

Loan

Sentry Park West

2.4%

Rent Abatement Reserve (Upfront: 111,209); Existing TI/LC Reserve (Upfront: 429,590); Cigna Sweep Reserve (Monthly: Springing)

05/25/2012

05/23/2012

Refinance

Keystone Property Fund III, L.P.; Keystone Property Fund IIIA, L.P.

Loan

Canyon West

2.4%

Firehouse Reserve (Upfront: 50,000), GNC Reserve (Upfront: 56,378)

07/09/2012

06/11/2012

Refinance

ADD McKinney Holdings LLC; Texas Red Mud Creek Capital Partners, Ltd.

Loan

Montgomery Plaza

2.3%

Common Charges Escrow (Monthly: Springing)

04/06/2012

Acquisition

RIOKIM Montgomery JV, LP

Loan

Renaissance Centre

2.1%

Environmental Reserve (Upfront: 16,875), Free Rent Reserve (119,667), New Lease Rollover Reserve (888,338)

05/11/2012

04/17/2012

Refinance

Brock J. Vinton

Loan

2770 Kingsbridge Terrace

0.4%

04/19/2012

04/16/2012

Refinance

Marilyn Finkelstein

Loan

2505 Aqueduct Avenue

0.4%

Performance Holdback

04/18/2012

04/19/2012

Refinance

Marilyn Finkelstein

Loan

2500 University Avenue

0.4%

Performance Holdback

04/18/2012

04/19/2012

Refinance

Marilyn Finkelstein

Loan

3215 Holland Avenue

0.3%

Performance Holdback

04/19/2012

04/17/2012

Refinance

Marilyn Finkelstein

Loan

686 Rosewood Street

0.2%

Performance Holdback

04/19/2012

Refinance

Marilyn Finkelstein

Loan

3018 Heath Avenue

0.5%

Performance Holdback

04/19/2012

04/13/2012

Refinance

Marilyn Finkelstein

Loan

1576 Taylor Avenue

0.5%

Performance Holdback

04/19/2012

04/18/2012

Refinance

Marilyn Finkelstein

Loan

75 West 190th Street

0.4%

Performance Holdback

04/18/2012

Refinance

Marilyn Finkelstein

Loan

2785 Sedgwick Avenue

0.3%

Performance Holdback

04/19/2012

04/18/2012

Refinance

Marilyn Finkelstein

Loan

U-Haul Portfolio SAC 26

1.6%

Refinance

SAC Holding II Corporation; Blackwater Investments, Inc.

Property

23.01

U-Haul Candlestick

1.2%

04/09/2012

Property

23.02

U-Haul South Orange

0.1%

05/15/2012

04/09/2012

Property

23.03

U-Haul Garey Avenue

0.1%

03/09/2012

04/09/2012

Property

23.04

U-Haul Pinellas Center

0.1%

04/09/2012

Loan

Novartis Pharmaceuticals Building

1.6%

Cash Flow Sweep Reserve (Monthly: 14,353); Novartis Reserve (Springing)

05/24/2012

04/23/2012

Acquisition

Hoang Huy Hoang

Loan

Lakeside Centre I & II

1.6%

Roof Repair Fund (Monthly through May 2017 payment: 15,345)

05/04/2012

05/07/2012

Acquisition

CapLease Credit LLC

Loan

Oakridge Court Shopping Center

1.6%

Star Vision Salon Reserve

06/04/2012

04/25/2012

Refinance

E.J. Plesko; David L. Husman

Loan

Residence Inn Milwaukee

1.5%

PIP Reserve (Upfront: 300,000); Seasonality Reserve (Upfront: 65,000, Monthly: Excess Cash Flow)

03/22/2012

Refinance

Investcorp US Real Estate, LLC

Loan

GRM MA MD Portfolio

1.4%

Acquisition

Moishe Mana

Property

28.01

GRM Tarbay

0.7%

02/01/2012

05/30/2012

Property

28.02

GRM Shuman

0.7%

02/01/2012

05/30/2012

Loan

280 North Bernardo

1.3%

Major Tenant Sweep Reserve (Monthly: Springing)

05/09/2012

05/08/2012

Refinance

Donald R. Stephens; D.R. Stephens Separate Property Trust, UAD

Loan

Miller Residential Portfolio

1.2%

Irving Park Fitness Reserve

Refinance

Stuart E. Miller

Property

30.01

5054 North Winthrop Avenue

0.3%

06/07/2012

06/12/2012

Property

30.02

2401-2409 West North Avenue

0.2%

06/07/2012

06/12/2012

Property

30.03

1735, 1737 and 1741 West Division Street

0.2%

06/07/2012

06/12/2012

Property

30.04

4217 West Irving Park Road

0.2%

06/11/2012

06/12/2012

Property

30.05

3328 North Clark Street

0.1%

06/07/2012

06/12/2012

Property

30.06

2636-2638 North Halsted Street

0.1%

06/07/2012

06/12/2012

Property

30.07

1444 North Wells Street

0.1%

06/07/2012

06/12/2012

Property

30.08

3404 North Southport Avenue

0.0%

06/07/2012

06/12/2012

Loan

Shreve City Shopping Center

1.1%

Big Lots, Burlington Coat Factory and Career Technical College Tenant Sweep Reserve (Monthly: Springing)

05/04/2012

Refinance

Alan C. Fox

Loan

River Street Apartment Portfolio (23)

1.0%

Refinance

John McGrail

Property

32.01

103-109 Broad Street

0.4%

07/04/2012

06/29/2012

Property

32.02

10-20 Thorn Street

0.2%

06/28/2012

06/29/2012

Property

32.03

430 River Street

0.2%

07/03/2012

06/29/2012

Property

32.04

1-19 River Terrace

0.1%

07/03/2012

06/29/2012

Property

32.05

720 River Street

0.1%

07/04/2012

06/29/2012

Loan

Embassy Suites Valencia

1.0%

04/24/2012

04/23/2012

Acquisition

Starr Insurance Holdings, Inc.

Loan

Hilton Garden Inn Riverhead

1.0%

Seasonality Reserve (Upfront: 88,833, Beginning 9/2012, Monthly: Excess Cash Flow); Ground Rent Reserve (Upfront: 2,000, Monthly: $1,000)

07/05/2012

Refinance

Lee Browning, Sr.

Loan

29 Prince Street

0.5%

Free Rent Reserve

11/15/2011

11/11/2011

Refinance

Edmond Li

Loan

232 Mott Street

0.5%

11/15/2011

11/11/2011

Refinance

Edmond Li

Loan

Greens Crossroads

1.0%

07/10/2012

04/26/2012

Refinance

Judith Carmel; Herbert Seif; Andrew Schreer

Loan

Silvercrest at Deer Creek

0.9%

04/24/2012

03/30/2012

Refinance

Jeannine DeVetter

Loan

Hotel Indigo Houston

0.8%

04/29/2012

04/27/2012

Refinance

Capri Inc.; Capri Houston, LLC

Loan

Roxbury Multifamily Portfolio (22)

0.7%

Refinance

John McGrail

Property

40.01

24 Mount Vernon Street

0.2%

07/06/2012

06/29/2012

Property

40.02

1-3 Howland Street

0.2%

07/06/2012

06/29/2012

Property

40.03

731-733 River Street

0.2%

07/05/2012

06/29/2012

Property

40.04

247 Walnut Street

0.1%

07/06/2012

06/29/2012

Loan

Hickory Farm & Crossings at Fox Meadows

0.7%

Refinance

Northland Fund L.P.

Property

41.01

Hickory Farm

0.4%

06/26/2012

04/20/2012

Property

41.02

Crossings at Fox Meadows

0.3%

06/26/2012

04/20/2012

Loan

Rothschild Portfolio A

0.7%

Rent Credit Reserve

Refinance

Milton D. Rothschild, II

Property

42.01

387-399 North Euclid Avenue

0.2%

06/22/2012

04/26/2012

Property

42.02

8-16 North Meramec Avenue

0.1%

06/22/2012

04/26/2012

Property

42.03

6301 Delmar

0.1%

06/22/2012

04/26/2012

Property

42.04

400-408 North Euclid Avenue

0.1%

06/22/2012

04/26/2012

Property

42.05

3217-3225 Olive Street

0.1%

06/22/2012

04/26/2012

Property

42.06

1000 Sidney Street

0.0%

06/22/2012

04/26/2012

Property

42.07

4144-4146 Manchester Avenue

0.0%

06/22/2012

04/26/2012

Property

42.08

4052-4060 Chouteau Avenue

0.0%

06/22/2012

04/26/2012

Property

42.09

1140 Tamm Avenue and 6335 Clayton

0.0%

06/22/2012

04/26/2012

Property

42.1

4000 Potomac

0.0%

06/22/2012

04/26/2012

Property

42.11

1800 South 10th Street

0.0%

06/22/2012

04/26/2012

Property

42.12

12-14 North Newstead

0.0%

06/22/2012

04/26/2012

Loan

Colonial Acres MHP

0.7%

Violations Reserve

02/14/2012

Refinance

Liberty Investments, Inc.

Loan

Royal St. Charles

0.7%

Renovation Income Loss Reserve (Upfront: 233,602); Seasonality Reserve (Monthly: 58,400)

03/20/2012

Refinance

Kline Hotel Holdings, LLC

Loan

HGI Starkville

0.7%

Seasonality Reserve (Upfront: 100,000; Monthly: 10,000)

06/04/2012

04/23/2012

Refinance

Dr. Satnam Lal Sethi

Loan

Boston City Multifamily Portfolio (23)

0.7%

Refinance

John McGrail

Property

46.01

1037 River Street

0.2%

06/29/2012

Property

46.02

1045 River Street

0.2%

06/29/2012

Property

46.03

9-15 Ruggles Street

0.1%

07/06/2012

06/29/2012

Property

46.04

1 Rosa Street

0.1%

06/26/2012

06/29/2012

Loan

Sterling Hills Apartments

0.6%

06/27/2012

06/25/2012

Refinance

Michael Anderson; Paul Blanke

Loan

Green Oak Village Place II

0.6%

AT&T Extension Reserve

03/23/2012

Refinance

Redico LLC; Lormax Stern

Loan

Market Place at Oxnard

0.6%

03/22/2012

03/20/2012

Refinance

Darrel W. Wright; Bobby Lee Bierig

Loan

Klein Crossing Shopping Center

0.6%

05/01/2012

Refinance

Jacobo Malca

Loan

Legacy Park Office

0.5%

06/29/2012

06/04/2012

Refinance

Wallace M. Dillard; Raymond R. Betz

Loan

Mountain Center of Avon

0.5%

Vacant Space Reserve (Upfront: 425,000); Free Rent Reserve (Upfront: 15,913)

05/07/2012

05/04/2012

Acquisition

Peter Knobel; Patrice Knobel

Loan

400 North State Street

0.5%

Environmental Reserve (Upfront: 3,500); Estoppel Reserve (Upfront: 25,000)

06/19/2012

03/27/2012

Refinance

Marc A. Bushala

Loan

Crossville Village

0.5%

06/13/2012

06/10/2012

Acquisition

William P. Barnes; Kenneth F. Callaham; Loren W. Conrad

Loan

Waterside Marketplace

0.4%

04/12/2012

04/10/2012

Acquisition

Steven J. Fogel; Howard S. Banchik

Loan

Nottingham Apartments

0.4%

03/12/2012

Refinance

Scott Asner; Michael Gortenburg; Amit Raizada

Loan

1055 Grand Concourse

0.4%

04/29/2012

04/27/2012

Refinance

Marilyn Finkelstein

Loan

Rothschild Portfolio B

0.4%

Refinance

Milton D. Rothschild, II

Property

58.01

2-10 Maryland Plaza

0.3%

06/22/2012

04/26/2012

Property

58.02

325-339 North Euclid Avenue

0.1%

06/22/2012

04/26/2012

Loan

Eastgate Medical Office

0.3%

Mercy Estoppel Reserve

05/14/2012

04/16/2012

Acquisition

Christopher T. Belletti

Loan

Avalon MHP

0.3%

01/19/2012

Refinance

Ronald A. Ubaldi; Esther Ubaldi

Loan

Walgreens Knoxville

0.3%

03/12/2012

03/09/2012

Refinance

MLMD Realty Limited Partnership

Loan

305 Bedford Park Boulevard

0.2%

04/28/2012

04/27/2012

Refinance

Marilyn Finkelstein

Loan

Mar-Mel-Go Apartments

0.2%

Additional Collateral Reserve

04/04/2012

04/03/2012

Refinance

Marvin H. Peavy; Melissa M. Peavy

Loan

Dollar General - Orange City

0.1%

04/13/2012

Acquisition

Ladder Capital Finance Holdings LLLP

COMM 2012-CCRE2

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES


			% of
			Initial Pool
Property Flag	ID	Property Name	Balance	Guarantor
Loan	1	1055 West 7th Street	8.9%	David Y. Lee
Loan	2	77 K Street	8.3%	Brookfield Properties, Inc.
Loan	3	260 and 261 Madison Avenue (22)	7.9%	Alex Sapir; Rotem Rosen
Loan	4	520 Eighth Avenue	7.9%	Jeffrey Gural
Loan	5	Chicago Ridge Mall	6.1%	Star-West JV, LLC
Loan	6	Crossgates Mall (22)	5.4%	Pyramid Crossgates Company
Loan	7	500 Delaware Avenue (23)	5.3%	Robert E. Buccini; Christopher F. Buccini; David B. Pollin
Loan	8	GSA New Orleans	2.7%	Peter E. Strauss
Loan	9	Lakeside Square	2.6%	Zaya S. Younan
Loan	10	Sentry Park West	2.4%	Keystone Property Fund III, L.P.; Keystone Property Fund IIIA, L.P.
Loan	11	Canyon West	2.4%	ADD McKinney Holdings LLC; Texas Red Mud Creek Capital Partners, Ltd.
Loan	12	Montgomery Plaza	2.3%	RIOKIM Montgomery JV, LP
Loan	13	Renaissance Centre	2.1%	Brock J. Vinton
Loan	14	2770 Kingsbridge Terrace	0.4%	Marilyn Finkelstein
Loan	15	2505 Aqueduct Avenue	0.4%	Marilyn Finkelstein
Loan	16	2500 University Avenue	0.4%	Marilyn Finkelstein
Loan	17	3215 Holland Avenue	0.3%	Marilyn Finkelstein
Loan	18	686 Rosewood Street	0.2%	Marilyn Finkelstein
Loan	19	3018 Heath Avenue	0.5%	Marilyn Finkelstein
Loan	20	1576 Taylor Avenue	0.5%	Marilyn Finkelstein
Loan	21	75 West 190th Street	0.4%	Marilyn Finkelstein
Loan	22	2785 Sedgwick Avenue	0.3%	Marilyn Finkelstein
Loan	23	U-Haul Portfolio SAC 26	1.6%	SAC Holding II Corporation; Blackwater Investments, Inc.
Property	23.01	U-Haul Candlestick	1.2%
Property	23.02	U-Haul South Orange	0.1%
Property	23.03	U-Haul Garey Avenue	0.1%
Property	23.04	U-Haul Pinellas Center	0.1%
Loan	24	Novartis Pharmaceuticals Building	1.6%	Hoang Huy Hoang
Loan	25	Lakeside Centre I & II	1.6%	CapLease Credit LLC
Loan	26	Oakridge Court Shopping Center	1.6%	E.J. Plesko; David L. Husman
Loan	27	Residence Inn Milwaukee	1.5%	Investcorp US Real Estate, LLC
Loan	28	GRM MA MD Portfolio	1.4%	Moishe Mana
Property	28.01	GRM Tarbay	0.7%
Property	28.02	GRM Shuman	0.7%
Loan	29	280 North Bernardo	1.3%	Donald R. Stephens; D.R. Stephens Separate Property Trust, UAD
Loan	30	Miller Residential Portfolio	1.2%	Stuart E. Miller
Property	30.01	5054 North Winthrop Avenue	0.3%
Property	30.02	2401-2409 West North Avenue	0.2%
Property	30.03	1735, 1737 and 1741 West Division Street	0.2%
Property	30.04	4217 West Irving Park Road	0.2%
Property	30.05	3328 North Clark Street	0.1%
Property	30.06	2636-2638 North Halsted Street	0.1%
Property	30.07	1444 North Wells Street	0.1%
Property	30.08	3404 North Southport Avenue	0.0%
Loan	31	Shreve City Shopping Center	1.1%	Alan C. Fox
Loan	32	River Street Apartment Portfolio (23)	1.0%	John McGrail
Property	32.01	103-109 Broad Street	0.4%
Property	32.02	10-20 Thorn Street	0.2%
Property	32.03	430 River Street	0.2%
Property	32.04	1-19 River Terrace	0.1%
Property	32.05	720 River Street	0.1%
Loan	33	Embassy Suites Valencia	1.0%	Starr Insurance Holdings, Inc.
Loan	34	Hilton Garden Inn Riverhead	1.0%	Lee Browning, Sr.
Loan	35	29 Prince Street	0.5%	Edmond Li
Loan	36	232 Mott Street	0.5%	Edmond Li
Loan	37	Greens Crossroads	1.0%	Judith Carmel; Herbert Seif; Andrew Schreer
Loan	38	Silvercrest at Deer Creek	0.9%	Jeannine DeVetter
Loan	39	Hotel Indigo Houston	0.8%	Capri Inc.; Capri Houston, LLC
Loan	40	Roxbury Multifamily Portfolio (22)	0.7%	John McGrail
Property	40.01	24 Mount Vernon Street	0.2%
Property	40.02	1-3 Howland Street	0.2%
Property	40.03	731-733 River Street	0.2%
Property	40.04	247 Walnut Street	0.1%
Loan	41	Hickory Farm & Crossings at Fox Meadows	0.7%	Northland Fund L.P.
Property	41.01	Hickory Farm	0.4%
Property	41.02	Crossings at Fox Meadows	0.3%
Loan	42	Rothschild Portfolio A	0.7%	Milton D. Rothschild, II
Property	42.01	387-399 North Euclid Avenue	0.2%
Property	42.02	8-16 North Meramec Avenue	0.1%
Property	42.03	6301 Delmar	0.1%
Property	42.04	400-408 North Euclid Avenue	0.1%
Property	42.05	3217-3225 Olive Street	0.1%
Property	42.06	1000 Sidney Street	0.0%
Property	42.07	4144-4146 Manchester Avenue	0.0%
Property	42.08	4052-4060 Chouteau Avenue	0.0%
Property	42.09	1140 Tamm Avenue and 6335 Clayton	0.0%
Property	42.1	4000 Potomac	0.0%
Property	42.11	1800 South 10th Street	0.0%
Property	42.12	12-14 North Newstead	0.0%
Loan	43	Colonial Acres MHP	0.7%	Janeth R. Brody
Loan	44	Royal St. Charles	0.7%	WHI Real Estate Partners I, L.P.; Kline Hotel Holdings, LLC
Loan	45	HGI Starkville	0.7%	Dr. Satnam Lal Sethi
Loan	46	Boston City Multifamily Portfolio (23)	0.7%	John McGrail
Property	46.01	1037 River Street	0.2%
Property	46.02	1045 River Street	0.2%
Property	46.03	9-15 Ruggles Street	0.1%
Property	46.04	1 Rosa Street	0.1%
Loan	47	Sterling Hills Apartments	0.6%	Michael Anderson; Paul Blanke
Loan	48	Green Oak Village Place II	0.6%	Christopher Brochert; Daniel Stern; Redico LLC
Loan	49	Market Place at Oxnard	0.6%	Darrel W. Wright; Bobby Lee Bierig
Loan	50	Klein Crossing Shopping Center	0.6%	Jacobo Malca
Loan	51	Legacy Park Office	0.5%	Wallace M. Dillard; Raymond R. Betz
Loan	52	Mountain Center of Avon	0.5%	Peter Knobel; Patrice Knobel
Loan	53	400 North State Street	0.5%	Marc A. Bushala
Loan	54	Crossville Village	0.5%	William P. Barnes; Kenneth F. Callaham; Loren W. Conrad
Loan	55	Waterside Marketplace	0.4%	Steven J. Fogel; Howard S. Banchik
Loan	56	Nottingham Apartments	0.4%	Scott Asner; Michael Gortenburg; Amit Raizada
Loan	57	1055 Grand Concourse	0.4%	Marilyn Finkelstein
Loan	58	Rothschild Portfolio B	0.4%	Milton D. Rothschild, II
Property	58.01	2-10 Maryland Plaza	0.3%
Property	58.02	325-339 North Euclid Avenue	0.1%
Loan	59	Eastgate Medical Office	0.3%	Christopher T. Belletti
Loan	60	Avalon MHP	0.3%	Ronald A. Ubaldi; Esther Ubaldi
Loan	61	Walgreens Knoxville	0.3%	Martin Lieberman
Loan	62	305 Bedford Park Boulevard	0.2%	Marilyn Finkelstein
Loan	63	Mar-Mel-Go Apartments	0.2%	Marvin H. Peavy; Melissa M. Peavy
Loan	64	Dollar General - Orange City	0.1%	LDGDOCL LLC

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

B-31

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%


Mortgage Loan Information			Property Information
Credit Assessment (Fitch / Moody’s):	BBB- / Baa3		Single Asset / Portfolio:	Single Asset
Loan Seller:	CCRE		Property Type:	CBD Office
Loan Purpose:	Refinance		Collateral:	Fee Simple
Sponsor:	Jeffrey Gural		Location:	New York, NY
Borrower:	New 520 GSH LLC; New 520		Year Built / Renovated:	1926 / 2009 - 2011
	Triple Crown LLC; 38th and 8th		Total Sq. Ft.:	758,490
	LLC; New 520 Eighth LLC		Property Management:	Newmark & Company Real Estate, Inc.
Original Balance:	$105,000,000		Underwritten NOI:	$14,117,245
Cut-off Date Balance:	$104,714,834		Underwritten NCF:	$13,227,222
% by Initial UPB:	7.9%		Appraised Value:	$275,000,000
Interest Rate:	4.1110%		Appraisal Date:	May 1, 2012
Payment Date:	11th of each month
First Payment Date:	July 11, 2012		Historical NOI
Maturity Date:	June 11, 2022		TTM NOI:	$12,644,486 (T-12 April 30, 2012)
Amortization:	360 months		2011 NOI:	$12,453,492 (December 31, 2011)
Additional Debt:	None		2010 NOI:	$12,342,358 (December 31, 2010)
Call Protection:	L(26), D(90), O(4)		2009 NOI:	$14,329,071 (December 31, 2009)
Lockbox / Cash Management:	Soft / Springing
			Historical Occupancy(2)
Reserves(1)			Current Occupancy:	99.1% (June 15, 2012)
	Initial	Monthly	2011 Occupancy:	98.6% (December 31, 2011)
Taxes:	$0	Springing	2010 Occupancy:	97.3% (December 31, 2010)
Insurance:	$0	Springing	2009 Occupancy:	98.8% (December 31, 2009)
Replacement:	$0	Springing	(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) The 520 Eighth Avenue Property has averaged 97.3% occupancy for the past 12 years.
TI/LC:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$138
Balloon Balance / Sq. Ft.:	$110
Cut-off Date LTV:	38.1%
Balloon LTV:	30.4%
Underwritten NOI DSCR:	2.32x
Underwritten NCF DSCR:	2.17x
Underwritten NOI Debt Yield:	13.5%
Underwritten NCF Debt Yield:	12.6%

B-32

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

The Loan. The 520 Eighth Avenue loan (the “520 Eighth Avenue Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a Midtown Manhattan office building totaling 758,490 sq. ft. located at 520 Eighth Avenue in New York, New York (the “520 Eighth Avenue Property”) with an original principal balance of $105.0 million. The 520 Eighth Avenue Loan has a 10-year term and 30-year amortization. The 520 Eighth Avenue Loan accrues interest at a fixed rate equal to 4.1110% and has a Cut-off Date Balance of approximately $104.7 million. Loan proceeds were used to, among other things, retire existing debt of approximately $52.4 million and return $51.6 million of equity to the borrower. Based on the appraised value of $275.0 million as of May 1, 2012, the Cut-off Date LTV is 38.1% and the remaining implied equity is $170.0 million. The most recent prior financing of the 520 Eighth Avenue Property was included in the WBCMT 2004-C10 transaction.


Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$105,000,000	100.0%	Loan Payoff	$52,432,130	49.9%
			Return of Equity	$51,636,649	49.2%
			Closing Costs	$931,221	0.9%
Total Sources	$105,000,000	100.0%	Total Uses	$105,000,000	100.0%

The Borrower / Sponsor. The borrower consists of four entities, New 520 GSH LLC; New 520 Triple Crown LLC; 38th and 8th LLC; and New 520 Eighth LLC, which entities own the 520 Eighth Avenue Property as tenants in common. Each tenant in common entity is a single purpose entity structured to be bankruptcy remote, each with two independent directors in its organizational structure. The borrower is controlled by Jeffrey Gural, the Chairman of Newmark Grubb Knight Frank. Jeffrey Gural and his partners have an ownership interest in 41 buildings totaling approximately 8 million sq. ft. and Newmark Grubb Knight Frank manages 150 buildings in the New York metropolitan area. Jeffrey Gural is the nonrecourse carve-out guarantor for the 520 Eighth Avenue Loan (the “Guarantor”). The Guarantor (or an entity controlled by the Guarantor) has owned and managed the 520 Eighth Avenue Property since acquiring the asset in 1978.


Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent PSF	% of Total U/W Base Rent	Lease Expiration
ASPCA	NR/NR/NR	67,204	8.9%	$41.21	12.5%	12/31/2026(1)
Mason Tenders District Council Welfare Fund	NR/NR/NR	48,395	6.4%	$31.70	6.9%	2/28/2018
Selfhelp Community Services, Inc.	NR/NR/NR	45,000	5.9%	$26.14	5.3%	8/31/2025
New York Spaces, Inc.	NR/NR/NR	35,534	4.7%	$26.77	4.3%	12/31/2018(2)
Log-On Computer & Mailing Services, Inc.	NR/NR/NR	35,000	4.6%	$20.74	3.3%	1/31/2020
Alliance of Resident Theatres/New York	NR/NR/NR	32,000	4.2%	$26.00	3.8%	11/30/2022
Total Major Tenants		263,133	34.7%	$30.36	36.2%
Remaining Office Tenants(3)		461,477	60.8%	$27.03	56.5%
Total Office Tenants		724,610	95.5%	$28.24	92.6%

Retail Tenants		27,055	3.6%	$60.31	7.4%
Vacant		6,825	0.9%
Total Collateral Sq. Ft.		758,490	100.0%

(1)

ASPCA occupies three spaces with the largest space totaling 57,000 sq. ft. expiring December 31, 2026 and the other two smaller spaces totaling 10,204 sq. ft. expiring May 31, 2014. ASPCA executed a lease renewal on the 57,000 sq. ft. space in January 2012, with associated U/W Base Rent (including rent averaging) of $42.83 PSF, extending the lease maturity date to December 31, 2026, four years beyond the loan term.

(2)	New York Spaces, Inc. occupies five spaces with four of the spaces totaling 30,977 sq. ft. expiring December 31, 2018 and one other small space totaling 4,557 sq. ft. expiring April 30, 2012.

(3)	Remaining Office Tenants include more than 90 other tenants with no single tenant representing more than 4.1% of the NRA or 3.2% of the U/W Base Rent.

B-33

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%


Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM(2)	12	4,650	0.6%	4,650	0.6%	$12.16	0.3%	0.3%
2012	7	49,193	6.5%	53,843	7.1%	$29.67	6.6%	6.9%
2013	8	30,037	4.0%	83,880	11.1%	$27.35	3.7%	10.6%
2014	7	35,195	4.6%	119,075	15.7%	$26.41	4.2%	14.8%
2015	11	54,542	7.2%	173,617	22.9%	$31.30	7.7%	22.5%
2016	10	41,320	5.4%	214,937	28.3%	$27.34	5.1%	27.6%
2017	8	44,717	5.9%	259,654	34.2%	$33.87	6.9%	34.5%
2018	9	95,099	12.5%	354,753	46.8%	$32.43	14.0%	48.4%
2019	3	20,900	2.8%	375,653	49.5%	$25.19	2.4%	50.8%
2020	6	72,971	9.6%	448,624	59.1%	$24.30	8.0%	58.8%
2021	3	23,646	3.1%	472,270	62.3%	$31.92	3.4%	62.3%
2022	7	60,071	7.9%	532,341	70.2%	$32.41	8.8%	71.1%
Thereafter	7	219,324	28.9%	751,665	99.1%	$29.14	28.9%	100.0%
Vacant	NAP	6,825	0.9%	758,490	100.0%	NAP	NAP
Total / Wtd. Avg.	98	758,490	100.0%			$29.39	100.0%

(1)	Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule or the stacking plan.

(2)	MTM includes four storage tenants and four roof tenants.

The Property. The 520 Eighth Avenue Property is located in New York, New York on Eighth Avenue between 36th and 37th Streets. The 520 Eighth Avenue Property consists of three adjacent and interconnected office buildings totaling 758,490 sq. ft. of net rentable area (“NRA”) and located in the Garment District in New York City’s Penn Plaza/Garment submarket. The buildings, built in 1926, are situated on a 0.797-acre site, which includes ground floor retail representing approximately 3.5% of the total NRA. The three buildings, consisting of 24-story, 22-story and 11-story structures, operate as a single office property accessible through a main entrance located at 520 Eighth Avenue. Over the last three years, the 520 Eighth Avenue Property has undergone $5.6 million in major renovations, which primarily included roof replacement and facade restoration.

The 520 Eighth Avenue Property is 99.1% occupied by a diverse mix of 98 tenants including, among others, not-for-profit associations, professional services firms, media and entertainment services companies, personal care services firms and garment/manufacturing industry tenants. The 520 Eighth Avenue Property includes 730,585 sq. ft. of office space (96.3% of the NRA), 16,396 sq. ft. of retail space with frontage along Eighth Avenue (2.2% of the NRA), and 10,268 sq. ft. of retail space along the side street (1.4% of the NRA). The 520 Eighth Avenue Property has had an average occupancy of 97% over the past 12-year period (2000 - 2011) and has generated above $23.0 million in effective gross income since 2009. In addition, no more than 12.5% of the NRA expires in any given year throughout the loan term and no single lease expiring during the loan term represents more than 6.9% of the Total U/W Base Rent. The 520 Eighth Avenue Property has experienced positive leasing momentum in 2012 with five new office leases totaling 80,903 sq. ft. with average U/W Base Rents of $39.06 PSF (including rent averaging). The average U/W office Base Rent at the 520 Eighth Avenue Property is $28.24 PSF, approximately 27.7% below the rents of these recently executed leases.

Environmental Matters. The Phase I environmental report dated May 30, 2012 recommended no further action at the 520 Eighth Avenue Property, other than the cleaning of excess fuel oil from the exterior of three above ground storage tanks, which the borrower agreed to complete.

B-34

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

Major Tenants.

ASPCA (67,204 sq. ft., 8.9% of NRA, 12.5% of Annual U/W Base Rent)

The American Society for the Prevention of Cruelty to Animals (the “ASPCA”) is headquartered at the 520 Eighth Avenue Property and has been a tenant since 2007. The ASPCA, established in 1866, was the first humane society to be established in North America. Total assets as reported by the 2011 annual report are $213.7 million. The ASPCA does not have any long-term debt obligations, with reported liabilities of $30.8 million as of year-end 2011. The ASPCA executed a lease renewal in January 2012 extending its lease maturity date to December 2026 with respect to 57,000 sq. ft., four years beyond the loan term. The ASPCA occupies two smaller spaces totaling 10,204 sq. ft. expiring on May 31, 2014.

Mason Tenders District Council Welfare Fund (48,395 sq. ft., 6.4% of NRA, 6.9% of Annual U/W Base Rent)

Mason Tenders District Council Welfare Fund (the “Fund”) has been a tenant at the 520 Eighth Avenue Property since 2002. The Fund is an umbrella labor organization affiliated with six local unions in the New York tri-state area with over 15,000 members. It is involved in political and social labor action awareness campaigns on both the national and local levels. The Fund was established in 1970 to provide health and welfare benefits to eligible employees on whose behalf employers contribute to the Fund in accordance with the terms of a collective bargaining agreement between the employer’s and employee’s union. Reported assets and revenue for year-end 2010 were $202.1 million and $130.8 million, respectively.

Selfhelp Community Services, Inc. (45,000 sq. ft., 5.9% of NRA, 5.3% of Annual U/W Base Rent)

Selfhelp Community Services, Inc. (“Selfhelp”) has been a tenant at the 520 Eighth Avenue Property since 2000. The tenant originally occupied only the 5th floor and in 2003 expanded into the 18th floor and in 2010, extended its lease expiration through August 2025. Selfhelp was founded in 1936 and is a member agency of the United Way. Selfhelp is dedicated to enabling the elderly and other at-risk populations to live independently by providing, among other things, home care, supportive senior housing and senior centers. Selfhelp enables approximately 1,075 aging individuals to live independently at six service-driven affordable senior complexes, with a seventh planned to open in early 2013. Per the tenant’s 2011 annual report, total revenues were $54.2 million and total net assets were $23.6 million.

The Market.

Midtown Manhattan Office Market

Midtown Manhattan is the largest office market in the country, containing 241.5 million sq. ft. within its 11 major submarkets. Specifically, the 520 Eighth Avenue Property is located within the Garment District neighborhood in the Penn Plaza/Garment submarket.

Garment District Neighborhood

The majority of the properties in the Garment District are older vintage, Class B/C buildings which cater to a diverse mixture of tenants that use the space for office and manufacturing purposes. Approximately 98% of the submarket’s office inventory was built before 1970. The appraisal concluded office rents for the 520 Eighth Avenue Property of $30.00 PSF for floors 2 – 12, and $32.00 PSF for floors 14 – 25. A market rent of $30.00 PSF was used for the office space at the 266 West 37th Street portion of the 520 Eighth Avenue Property. The appraisal concluded market rents are above the 520 Eighth Avenue Property’s average U/W Base Rent for office space of $28.24 PSF. In addition, the appraiser’s concluded 3.0% vacancy rate is in-line with the historical occupancy of approximately 97.3% for the last 12 years.

Retail Market

Comparable retail rents for leases with Eighth Avenue frontage in the Penn Plaza/Garment submarket ranged from $125 to $200 PSF, with an average of $140.79 PSF. The 520 Eighth Avenue Property’s average retail rents for the retail spaces with Eighth Avenue frontage are $60.90 PSF, which is significantly below market. The comparable retail rents for spaces located on the side street ranged from $48.00 to $62.82 PSF, with an average of $54.85 PSF. This figure is in-line with the 520 Eighth Avenue Property’s average side street rental rates of $52.73 PSF.

B-35

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

The following table compares the 520 Eighth Avenue Property to direct competitors in the Penn Plaza/Garment submarket.


Summary of Comparable Office Properties(1)
Building	Year Built / Renovated	Height (Stories)	Size (Sq. Ft.)	Total Occupancy %
520 Eighth Avenue	1926 / 2009 – 2011	24	758,490	99.1%
1385 Broadway Avenue	1926 / NAV	23	492,597	80.1%
989 Avenue of the Americas	1926 / 1985	21	116,000	91.2%
519 Eighth Avenue	1927 / NAV	26	355,000	100.0%
498 Seventh Avenue	1921 / 2010	24	936,611	95.0%
240 West 35th Street	1924 / 2009	18	162,525	100.0%
229 West 36th Street	1921 / NAV	12	147,747	92.2%
8 West 38th Street	1913 / NAV	12	105,900	94.1%
Total / Wtd. Avg.				92.5%

(1)	Source: Appraisal.

Cash Flow Analysis.


Cash Flow Analysis
	2009	2010	2011	TTM 4/30/2012	U/W	U/W PSF
Base Rent(1)	$19,991,777	$19,253,144	$19,817,956	$19,802,324	$22,094,093	$29.13
Value of Vacant Space	0	0	0	0	213,950	0.28
Gross Potential Rent	$19,991,777	$19,253,144	$19,817,956	$19,802,324	$22,308,043	$29.41
Total Recoveries	3,909,277	3,866,810	3,869,481	3,866,313	3,746,471	4.94
Total Other Income(2)	191,457	62,183	127,365	118,022	118,022	0.16
Less: Vacancy(3)	0	0	0	0	(892,322)	(1.18)
Effective Gross Income(4)	$24,092,510	$23,182,138	$23,814,802	$23,786,659	$25,280,213	$33.33
Total Operating Expenses	9,763,439	10,839,780	11,361,310	11,142,173	11,162,968	14.72
Net Operating Income	$14,329,071	$12,342,358	$12,453,492	$12,644,486	$14,117,245	$18.61
TI/LC	0	0	0	0	761,079	1.00
Capital Expenditures	0	0	0	0	128,943	0.17
Net Cash Flow	$14,329,071	$12,342,358	$12,453,492	$12,644,486	$13,227,222	$17.44

(1)	U/W Base Rent includes $780,010 in contractual step rent through August 2013 and average rents through the loan term of $414,294 for ASPCA’s long term space (Dec. 31, 2026 expiration).

(2)	U/W Other Income consists primarily of miscellaneous income items such as license fee income, utility/fuel income, water/sprinkler income and storage rent.

(3)	U/W Vacancy is 4.0% of gross potential rent. The 520 Eighth Avenue Property is currently 99.1% occupied and has had an approximately 97.3% average occupancy over the past 12-year period (2000 - 2011). The appraisal concluded a 3.0% vacancy rate.

Property Management. The 520 Eighth Avenue Property is managed by Newmark & Company Real Estate, Inc., an affiliate of the Sponsor.

Lockbox / Cash Management. The 520 Eighth Avenue Loan is structured with a soft lockbox and springing cash management. Upon the occurrence of a Cash Trap Period (as defined below), all funds in the lockbox account will be swept daily to a cash management account under the control of the lender and amounts in this account will be used to pay monthly debt service payments and any reserves due under the 520 Eighth Avenue Loan documents with any excess amounts remaining in this account in accordance with the 520 Eighth Avenue Loan documents.

A “Cash Trap Period” occurs upon (i) an event of default, (ii) any bankruptcy action of the borrower or Guarantor, or (iii) if the debt service coverage ratio for two consecutive calendar quarters is less than 1.30x until such time that the debt service coverage ratio is 1.30x for two consecutive quarters.

B-36

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

Initial Reserves. None.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves for (i) taxes, only if an event of default exists or if the borrower has failed to timely pay real estate taxes, (ii) insurance, only if an event of default exists if the borrower has failed to maintain all required insurance or if the borrower has failed to timely pay all insurance premiums, (iii) rollover, in an amount equal to $63,423, only if an event of default exists or if the debt service coverage ratio falls below 1.30x for three (3) consecutive calendar quarters until such time that the debt service coverage ratio is at least 1.30x for three (3) consecutive calendar quarters and (iv) replacements, in an amount equal to $10,742, only if an event of default exists, the debt service coverage ratio is not at least 1.30x for three (3) consecutive calendar quarters until such time that the debt service coverage ratio is 1.30x for three (3) consecutive calendar quarters, or the borrower fails to maintain the 520 Eighth Avenue Property in good repair and condition (as reasonably determined by lender based on an annual inspection of the 520 Eighth Avenue Property).

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-37

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

B-38

520 Eighth Avenue

New York, NY 10018

Collateral Asset Summary

520 Eighth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$104,714,834

38.1%

2.17x

13.5%

B-39

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-40

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%

B-41

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%


Mortgage Loan Information				Property Information
Loan Seller:		GACC		Single Asset / Portfolio:	Single Asset
Loan Purpose:		Acquisition		Property Type:	Super Regional Mall
Sponsor:		Star-West JV, LLC		Collateral:	Fee Simple
Borrower:		Star-West Chicago Ridge, LLC		Location:	Chicago Ridge, IL
Original Balance:		$80,000,000		Year Built / Renovated:	1981 / 2004
Cut-off Date Balance:		$80,000,000		Total Sq. Ft.:	867,955
% by Initial UPB:		6.1%		Total Collateral Sq. Ft.(6):	568,915
Interest Rate:		4.6000%		Property Management:	SRP Property Management LLC;
Payment Date:		6th of each month			CBL & Associates Management, Inc.
First Payment Date:		August 6, 2012		Underwritten NOI:	$10,789,002
Maturity Date:		July 6, 2022		Underwritten NCF:	$10,207,107
Amortization:		Interest Only		“As-is” Appraised Value:	$129,700,000
Additional Debt(1):		Future Mezzanine Debt Permitted		“As-is” Appraisal Date:	April 17, 2012
Call Protection(2):		L(24), YM1(89), O(7)		“As Stabilized” Appraised Value(5):	$135,200,000
Lockbox / Cash Management:		Hard / Springing		“As Stabilized” Appraisal Date(5):	May 1, 2013

Reserves(3)				Historical NOI
		Initial	Monthly	TTM NOI:	$10,341,338 (T-12 March 31, 2012)
Taxes:		$0	Springing	2011 NOI:	$10,369,260 (December 31, 2011)
Insurance:		$0	Springing	2010 NOI:	$10,145,508 (December 31, 2010)
Replacement:		$0	Springing	2009 NOI:	$10,190,770 (December 31, 2009)
TI/LC:	$1,934,217		Springing
Rent Reserve:	$379,363		$0	Historical Occupancy(6)
				Current Occupancy(7):	94.7% (April 30, 2012)
Financial Information				2011 Occupancy:	91.1% (December 31, 2011)
Cut-off Date Balance / Sq. Ft.(4):			$141	2010 Occupancy:	88.1% (December 31, 2010)
Balloon Balance / Sq. Ft.(4):			$141	2009 Occupancy:	83.4% (December 31, 2009)
Cut-off Date LTV(5):			61.7%	(1) See “Future Mezzanine or Subordinate Indebtedness Permitted” herein. (2) Partial release of the Carson Pirie Scott & Co. parcel is permitted with a prepayment of principal. See “Partial Release” herein. (3) See “Initial Reserves” herein and “Ongoing Reserves” herein. (4) Based on Total Collateral Sq. Ft. of 568,915. (5) The “As Stabilized” LTV is 59.2%, which takes into account a full year of lease payments for recently signed leases. (6) Total Collateral Sq. Ft. and Historical Occupancy numbers exclude Sears (211,585 sq. ft.) and Kohl’s (87,455 sq. ft.), which are both subject to an REA and not part of the collateral. (7) Including Sears and Kohl’s, Current Occupancy is 96.5%.
Balloon LTV:			61.7%
Underwritten NOI DSCR:			2.89x
Underwritten NCF DSCR:			2.74x
Underwritten NOI Debt Yield: Underwritten NCF Debt Yield:			13.5% 12.8%

B-42

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%


Tenant Summary
Tenant Mix	Ratings (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Collateral Sq. Ft.	Lease Expiration	Total Sales(000s)(2)	Sales PSF(2)	Occupancy Cost (% of Sales)(2)(3)
Non-Collateral Anchors
Sears(4)	CCC/B3/CCC+	211,585	NAP	NAP	$26,941	$127	NAP
Kohl’s(4)	BBB+/ Baa1/BBB+	87,455	NAP	NAP	$30,213	$346	NAP
Subtotal		299,040			$57,154	$191

Collateral Anchors
Carson Pirie Scott & Co.	B-/Caa3/B-	154,000	27.1%	1/31/2014	$27,038	$176	2.4%
AMC Theatres(5)	NR/NR/B	32,368	5.7%	1/1/2022	$2,250	$375,000	19.5%
Total Anchors		186,368	32.8%

Major Tenants
Bed, Bath & Beyond	NR/NR/BBB+	40,882	7.2%	1/31/2021	$12,395	$303	7.0%
Michaels	NR/Caa1/B+	21,103	3.7%	2/28/2014	$3,271	$155	14.1%
Aldi, Inc	NR/NR/NR	20,042	3.5%	5/02/2026(6)	NAV	NAV	NAV
Old Navy	BBB-/Baa3/BB+	15,563	2.7%	1/31/2018(7)	NAV	NAV	NAV
Forever 21	NR/NR/NR	11,827	2.1%	1/31/2020(8)	$3,930	$332	11.0%
Victoria’s Secret	BB+/Ba2/BB+	11,434	2.0%	1/31/2023	$6,556	$573	11.5%
Total Major Tenants		120,851	21.2%		$26,152	$307	9.6%

Remaining In-line Tenants(9) (<10,000 sq. ft.)		205,371	36.1%		$68,724	$422	14.7%
Food Court		7,618	1.3%		$4,152	$647	21.7%
Restaurant		16,491	2.9%		$9,961	$604	5.9%
Kiosk / Other		2,192	0.4%		$1,889	$1,081	30.9%
Total Occupied Collateral		538,891	94.7%

Vacant		30,024	5.3%
Total Collateral Sq. Ft.		568,915	100.0%

(1)	Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)	Total Sales, Sales PSF and Occupancy Cost are for tenants who have reported a minimum 12 months of sales as of February 2012.
(3)	Occupancy Cost calculations exclude utility reimbursements.
(4)	Sales figures for Sears and Kohl’s are based on estimates provided by the borrower.
(5)	AMC Theatres Sales PSF represent sales per screen, and are based on six screens.
(6)	Aldi, Inc has the right to terminate its lease any time after May 1, 2019 with 24 months prior notice.
(7)	Old Navy signed its lease on May 1, 2012 and will commence paying rent on the earlier to occur of (i) the date Old Navy opens its business to the public and (ii) December 1, 2012. In the event borrower fails to deliver possession of the premises to Old Navy by November 1, 2012, Old Navy has the right to terminate the lease upon 5 days prior written notice until delivery of possession of such premises. If rent commencement has not occurred by May 1, 2014, the Old Navy lease automatically terminates. A rent reserve was established at closing and includes the Old Navy monthly rental payment amounts through December 2012.
(8)	Forever 21 may terminate its lease in January 2015, with a termination fee of 55% of the unamortized portion of the tenant allowance, if sales during its fourth lease year (2013-2014) are lower than $3,548,100 ($300 PSF). The T-12 February 2012 Forever 21 sales are $332 PSF.
(9)	Includes Crazy 8 (1,875 sq. ft.) which has signed its lease and is expected to take occupancy of its space and begin rent payments in August 2012.

B-43

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%


Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	8	20,356	3.6%	20,356	3.6%	$32.14	6.6%	6.6%
2012	8	7,947	1.4%	28,303	5.0%	$38.98	3.1%	9.7%
2013	18	29,894	5.3%	58,197	10.2%	$27.16	8.2%	17.9%
2014	20	204,199	35.9%	262,396	46.1%	$9.41	19.4%	37.3%
2015	10	11,436	2.0%	273,832	48.1%	$41.24	4.8%	42.1%
2016	12	22,578	4.0%	296,410	52.1%	$31.98	7.3%	49.4%
2017	9	22,650	4.0%	319,060	56.1%	$21.35	4.9%	54.2%
2018	15	53,088	9.3%	372,148	65.4%	$26.36	14.1%	68.4%
2019	4	6,239	1.1%	378,387	66.5%	$29.26	1.8%	70.2%
2020	4	22,414	3.9%	400,801	70.5%	$31.36	7.1%	77.3%
2021	5	53,172	9.3%	453,973	79.8%	$19.20	10.3%	87.6%
2022	5	46,889	8.2%	500,862	88.0%	$12.83	6.1%	93.7%
Thereafter	5	38,029	6.7%	538,891	94.7%	$16.46	6.3%	100.0%
Vacant	NAP	30,024	5.3%	568,915	100.0%	NAP	NAP
Total / Wtd. Avg.	123	568,915	100.0%			$18.38	100.0%

(1)	Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.

The Loan. The Chicago Ridge Mall loan (the “Chicago Ridge Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 568,915 square foot super regional mall located at 444 Chicago Ridge Mall in Chicago Ridge, Illinois (the “Chicago Ridge Mall Property”) with an original principal balance of $80.0 million. The Chicago Ridge Mall Loan has a 10-year term with interest only payments. The Chicago Ridge Mall Loan accrues interest at a fixed rate equal to 4.6000% and has a Cut-off Date Balance of $80.0 million. Loan proceeds along with $41.7 million from the borrower were used to acquire the Chicago Ridge Mall Property for $118.3 million. Based on the “As-is” appraised value of $129.7 million as of April 17, 2012, the cut-off date LTV is 61.7%. Based on the “As Stabilized” appraised value of $135.2 million as of May 1, 2013, the “As Stabilized” LTV is 59.2%. The most recent prior financing of the Chicago Ridge Mall Property was not included in a securitization.


Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$80,000,000	65.8%	Purchase Price	$118,300,000	97.2%
Borrower Equity	$41,667,770	34.2%	Reserves	$2,313,580	1.9%
			Closing Costs	$1,054,190	0.9%
Total Sources	$121,667,770	100.0%	Total Uses	$121,667,770	100.0%

The Borrower / Sponsors. The borrower, Star-West Chicago Ridge, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and nonrecourse guarantor is Star-West JV, LLC (the “Chicago Ridge Mall Sponsor), a joint venture controlled by Starwood Capital Group (“Starwood”). The Chicago Ridge Mall Property is part of a seven property portfolio of malls that Starwood acquired ownership of from Westfield America Limited Partnership (“Westfield”). An affiliate controlled by Starwood, who controls the Chicago Ridge Mall Sponsor, and other Starwood affiliated entities and funds, owns a 14% interest in the Chicago Ridge Mall Sponsor. Westfield maintains a 10% interest in the Chicago Ridge Mall Sponsor and the remaining ownership interests are indirectly held by sovereign wealth funds and university endowments.

Starwood owns a controlling equity interest in the Chicago Ridge Mall Property and is a privately held global investment firm. Starwood was founded in 1991 and has completed over 435 transactions representing assets of over $32.0 billion as of December 31, 2011, with current assets under management of approximately $19.0 billion. Starwood has raised over $14.0 billion of equity and sponsored twelve co-mingled opportunistic funds. Starwood is an experienced real estate investor and has invested in all commercial real estate asset classes, including approximately 14 million square feet of retail space.

B-44

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%

The Chicago Ridge Mall Property is managed by an entity controlled by Starwood Retail Partners, LLC (“SRP”). SRP is a retail-focused real estate platform formed, wholly-owned, controlled and managed by Starwood to acquire, redevelop and reposition retail assets, with an aim to create long-term value for its capital partners and investors. SRP is led by Scott Wolstein, co-founder and former chairman and CEO of Developers Diversified Realty Corporation (NYSE: DDR), a publicly traded REIT.

Westfield, a subsidiary of The Westfield Group, which is rated A-/A2/A- by Fitch/Moody’s/S&P, retains a 10% interest in the Chicago Ridge Mall Property and holds a 50% non-controlling ownership interest in the Chicago Ridge Mall property manager. The Westfield Group is one of the largest retail property groups in the world by equity market capitalization and one of the largest entities listed on the Australian Securities Exchange. Operating on a global platform, The Westfield Group is an internally managed, vertically integrated shopping center group, undertaking ownership, development, design, property management, funds and asset management. The Westfield Group employs over 4,000 staff worldwide and has interest in an investment portfolio of 118 shopping centers around the world, totaling approximately 114.1 million square feet and valued at approximately $62.7 billion as of December 31, 2011.

The Property. The Chicago Ridge Mall Property is a one-story, enclosed super regional shopping center located approximately 15 miles southwest of the Chicago central business district (“CBD”), built in 1981 and renovated in 2004. The Chicago Ridge Mall Property has a total of 867,955 sq. ft., of which 568,915 sq. ft. is leasable collateral for the Chicago Ridge Mall Loan. The leasable collateral does not include the 211,585 sq. ft. Sears anchor space or the 87,455 sq. ft. Kohl’s anchor space, both of which are subject to an REA and are not part of the collateral. In addition to Sears and Kohl’s, the Chicago Ridge Mall Property is anchored by Carson Pirie Scott & Co. and an AMC Theatres with six movie screens. Other major tenants include Bed Bath & Beyond, Michaels, Aldi, Inc, Old Navy, Forever 21 and Victoria’s Secret. The leasable collateral of the Chicago Ridge Mall Property is 94.7% occupied as of April 30, 2012. In addition, the Chicago Ridge Mall Property has 4,156 parking spaces, yielding a parking ratio of 4.79 per 1,000 sq. ft.

The below chart provides historical sales at the Chicago Ridge Mall Property.


Historical Sales PSF(1)
					T-12 February 2012		National Average
	2008	2009	2010	2011	Sales PSF	Gross Sales (000’s)	2011 National Sales PSF	2011 National Sales Per Store (000’s)
Sears(2)	$133	$130	$127	$127	$127	$26,941	$148	$9,234
Kohl’s(2)	$336	$335	$341	$344	$346	$30,213	$186	$16,382
Carson Pirie Scott & Co.(3)	$199	$196	$186	$177	$176	$27,038	$112	$10,673
AMC Theatres(4)	$413,000	$426,000	$455,833	$362,000	$375,000	$2,250	NAV	NAV

In-Line Tenants(5)	$385	$365	$414	$424	$422

(1)	Historical Sales PSF is based on historical statements provided by the borrower and represent tenants reporting at least 12 months of sales for each year.

(2)	Sales PSF figures for Sears and Kohl’s are estimates provided by the borrower.

(3)	2011 National Sales PSF and 2011 National Sales Per Store for Carson Pirie Scott & Co. are based on the sales of the parent company, Bon-Ton Stores.

(4)	AMC Theatres Sales PSF are on a per screen basis (six screens).

(5)	Excludes all major (greater than 10,000 sq. ft.), theatre, anchor, restaurant and kiosk tenants.

Environmental Matters. The Phase I environmental report dated April 6, 2012 recommended the continued implementation of the asbestos operation and maintenance plan at the Chicago Ridge Mall Property.

The environmental consultant noted a historical recognized environmental condition because a portion of the Chicago Ridge Mall Property was constructed over a closed landfill. No further investigation was recommended based on the following: (i) the landfill ceased accepting waste material in the 1970s, (ii) the Illinois Environmental Protection Agency (“IEPA”) was consulted in 1980 by the mall developers for guidance regarding the historic landfill and the IEPA responded in writing that no special permits were required for the mall development, (iii) there are no formal land use restrictions in effect, and (iv) multiple prior environmental reports did not have any findings that would warrant reporting to the IEPA. The borrower purchased a secured creditor environmental insurance policy with a $10 million limit for a term that extends two years past the Chicago Ridge Mall Loan maturity. Additionally, an environmental indemnity was provided at closing.

The Market. The Chicago Ridge Mall Property is located approximately 15 miles south of the Chicago CBD in the southwestern portion of Cook County in a highly visible and trafficked area at the intersection of West 95th Street (U.S. Route 12/20) and Ridgeland Avenue, with average daily traffic counts of 49,900 and 23,400 cars per day, respectively. The Chicago Ridge Mall Property has access to Interstate 294, located approximately 1.2 miles to the west, via 95th Street. Interstate 294 provides connections to Interstate 94, downtown Chicago and the rest of the Chicago area interstate highway system. The unemployment rate in the Chicago metropolitan

B-45

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%

statistical area was 9.7% as of December 2011, unchanged from a year earlier. Over the next five years, the unemployment rate in Chicago is expected to trend lower and average 8.2% annually.

Chicago Ridge is a heavily populated suburb of Chicago, with an estimated 324,876 people living within a 5-mile radius of the Chicago Ridge Mall Property in 2011. The average household income in 2011 in a five-mile radius around the Chicago Ridge Mall Property is $67,329, just below the national average household income of $67,529. As of Q1 2012, the Near South Cook submarket where the Chicago Ridge Mall Property is located had an average mall vacancy rate of 4.1%, slightly above the overall Chicago market average mall vacancy rate of 3.6%. Only 346,000 square feet of retail space came online between 2007 and 2011. Over the next five years, new construction is expected to be even more subdued, with a projected 171,000 square feet of retail to be completed in the submarket. The Chicago Ridge Mall Property has little direct competition within its trade area and its densely developed infill location presents a high barrier to entry and further limits the potential for new competition.

The below chart provides a comparison of the Chicago Ridge Mall Property and its competitive set. Orland Square Mall represents the primary competition and is the most similar in tenant mixture. Oak Brook Center and Yorktown Center & Shops are competitive due to their location along the interstate, with Oak Brook Center offering an upscale tenant mixture. Ford City Mall and Promenade at Bolingbrook are considered to provide limited competition, as Ford City Mall is an older mall and Promenade at Bolingbrook is a lifestyle center that is more entertainment focused.


Competitive Set(1)
Name	Chicago Ridge Mall Property	Orland Square Mall	Oak Brook Center	Yorktown Center & Shops	Ford City Mall	Promenade at Bolingbrook
Distance from Subject	NAP	7.5 miles	12.7 miles	14.2 miles	3.6 miles	13.2 miles
Property Type	Super Regional Mall	Super Regional Mall	Super Regional Mall	Super Regional/ Lifestyle Center	Super Regional Mall	Lifestyle Center
Year Built / Renovated	1981 / 2004	1976 / 1995	1962 / 1991	2006-2007 / NAP	1965 / 1989	2007-2008 / NAP
Total Occupancy(2)	97%	98%	95%	89%	80% (estimated)	90%
Size (Sq. Ft.)(2)	867,955	1,210,000	2,068,092	1,324,450	1,346,430	769,688
Anchors / Major Tenants	Sears, Carson Pirie Scott & Co., Kohl’s, Bed, Bath & Beyond, Michaels, Aldi, Inc, AMC Theatres	Carson Pirie Scott & Co., JC Penney, Macy’s, Sears	Crate & Barrel, Lord & Taylor, Macy’s, Neiman Marcus, Nordstrom	JC Penney, Carson Pirie Scott & Co., Von Maur, AMC Theatres	JC Penney, Carson Pirie Scott & Co., AMC Theatres, Marshalls, HH Gregg	Macy’s, Bass Pro Shops, Gold Class Cinemas, Barnes & Noble

(1)	Source: Appraisal

(2)	Total Occupancy and Size (Sq. Ft.) for the Chicago Ridge Mall Property are based on the entire mall square footage of 867,955.

Cash Flow Analysis.


Cash Flow Analysis
	2009	2010	2011	T-12 3/31/2012	U/W	U/W PSF
Base Rent(1)	$9,651,702	$9,776,016	$9,665,578	$9,412,001	$10,224,388	$17.97
Value of Vacant Space	0	0	0	0	808,793	1.42
Gross Potential Rent	$9,651,702	$9,776,016	$9,665,578	$9,412,001	$11,033,181	$19.39
Total Recoveries	9,149,184	7,679,790	7,808,306	7,778,219	9,145,881	16.08
Total Other Income	1,304,588	1,828,304	2,599,159	2,853,031	2,268,177	3.99
Less: Mark-to-Market	0	0	0	0	(333,494)	(0.59)
Less: Vacancy(2)	0	0	0	0	(920,337)	(1.62)
Effective Gross Income	$20,105,474	$19,284,109	$20,073,043	$20,043,251	$21,193,408	$37.25
Total Operating Expenses	9,914,704	9,138,601	9,703,783	9,701,913	10,404,407	18.29
Net Operating Income	$10,190,770	$10,145,508	$10,369,260	$10,341,338	$10,789,002	$18.96
TI/LC	0	0	0	0	445,355	0.78
Capital Expenditures	0	0	0	0	136,540	0.24
Net Cash Flow	$10,190,770	$10,145,508	$10,369,260	$10,341,338	$10,207,107	$17.94

(1)	U/W Base Rent includes $280,402 in contractual step rent through February 2013.

(2)	U/W Vacancy represents 4.1% of gross income and is based on the submarket vacancy rate.

B-46

444 Chicago Ridge Mall

Chicago Ridge, IL 60415

Collateral Asset Summary

Chicago Ridge Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

61.7%

2.74x

13.5%

Property Management. The Chicago Ridge Mall Property is managed by SRP Property Management LLC, a borrower affiliate, and sub-managed by CBL & Associates Management, Inc.

Lockbox / Cash Management. The Chicago Ridge Mall Loan is structured with a hard lockbox and springing cash management. The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are transferred on a daily basis to the borrower until the commencement of a Trigger Event (as defined below), at which time amounts in the lockbox account will be swept daily to a cash management account to be used to pay monthly debt service payments and any reserves due under the Chicago Ridge Mall Loan documents. All excess cash will be held by the lender as additional cash collateral for the Chicago Ridge Mall Loan, unless a Trigger Period is solely due to the existence of a mezzanine loan, in which case such excess cash will be distributed to the holder of the mezzanine loan to be applied in accordance with the mezzanine loan documents.

A “Trigger Event” exists (i) during the continuance of an event of default, (ii) the DSCR falls below 1.25x on an amortizing basis as of the last day of any calendar quarter, and continues until the DSCR is at least 1.25x for two consecutive calendar quarters, or (iii) if, while a mezzanine loan is outstanding, the combined DSCR is less than 1.70x on an amortizing basis, and continues until such mezzanine loan is paid in full or the combined DSCR is above 1.70x on an amortizing basis for two consecutive calendar quarters.

Initial Reserves. At closing, the borrower deposited (i) $1,934,217 into the TI/LC reserve account and (ii) $379,363 into the rent reserve to cover rent associated with Old Navy, Amy’s Hallmark and Mandee.

Ongoing Reserves. If a Trigger Event is continuing, the borrower is required to make monthly deposits of (i) 1/12 of the estimated annual real estate taxes into the tax reserve account, (ii) 1/12 of the estimated annual insurance premiums into the insurance reserve account; provided, deposits into the insurance reserve will not be required if an acceptable blanket policy is in place, (iii) $9,482 into a replacement reserve, subject to a cap of $344,642 and (iv) $47,410 into the TI/LC reserve account subject to a cap of $1,723,359.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. Future mezzanine debt permitted, provided, among other things per the loan documents, (i) the mezzanine loan is secured only by collateral which is not collateral for the loan, (ii) the combined LTV shall not be above 70%, (iii) the combined DSCR shall not be less than 1.85x on an amortizing basis and (iv) the combined debt yield shall not be less than 11.5%.

Partial Release. Carson Pirie Scott & Co. has the option to purchase the parcel of land which is its demised premises under its lease at fair market value (as determined by three appraisers) on the last day of any renewal term and upon 120 days prior notice to the borrower. Carson Pirie Scott & Co. has already exercised two of its ten 5-year renewal options, with the next two options occurring on January 31, 2014 and January 31, 2019. If Carson Pirie Scott & Co. exercises its purchase option, the borrower may obtain the release of the Carson Pirie Scott & Co. parcel from the lien of the mortgage, provided, among other things: (i) the remaining property complies with all zoning laws, (ii) borrower makes a prepayment of principal, together with yield maintenance, in an amount equal to the greater of (a) net sales proceeds and (b) $5,515,770 (the “Minimum Release Price”). The Chicago Ridge Mall Sponsor guaranteed payment of the amount by which the Minimum Release Price exceeds the net sales proceeds, up to the Minimum Release Price amount.

B-47

ANNEX E

PRICE/YIELD TABLES

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class A-1 Certificates at the Specified CPRs