Unassociated Document

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

B-2

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Suburban Office
Sponsor:	Joseph K. Paul; Jay Paul Revocable		Collateral:	Fee Simple
	Living Trust		Location:	Sunnyvale, CA
Borrower:	MT SPE, LLC		Year Built / Renovated:	2008 / NAP
Original Balance(1):	$175,000,000		Total Sq. Ft.:	951,498
Cut-off Date Balance(1):	$175,000,000		Property Management:	Paul Holdings, Inc.
% by Initial UPB:	11.7%		Underwritten NOI:	$29,878,393
Interest Rate:	4.01194%		Underwritten NCF:	$29,424,583
Payment Date:	6th of each month		Appraised Value(9):	$585,000,000
First Payment Date:	January 6, 2013		Appraisal Date:	October 31, 2012
Maturity Date:	December 6, 2022
Amortization(2):	Interest-only for first 36 months; 360		Historical NOI(10)
	months thereafter		Most Recent NOI:	NAP
Additional Debt(3):	$160,000,000 Pari Passu Debt		2011 NOI:	NAP
	$50,000,000 Mezzanine Loan		2010 NOI:	NAP
Call Protection(4)(5):	L(25), YM1(91), O(4)		2009 NOI:	NAP
Lockbox / Cash Management:	Hard / In Place
			Historical Occupancy(10)
Reserves(6)			Current Occupancy:	88.8% (January 1, 2013)
	Initial	Monthly	2011 Occupancy:	NAP
Taxes:	$790,714	$263,571	2010 Occupancy:	NAP
Insurance:	$0	Springing	2009 Occupancy:	NAP
Replacement:	$0	$15,858	2008 Occupancy:	NAP
TI/LC:	$17,590,176	$0	2007 Occupancy:	NAP
Free Rent Reserve:	$1,389,632	$0	(1) The Original Balance and Cut-off Date Balance of $175.0 million represents the controlling A-1 Note of a $335.0 million whole loan evidenced by three pari passu notes. The pari passu companion loans are comprised of Note A-2 and Note A-3, with a combined original principal balance of $160.0 million. (2) Following an initial 36 month interest only period, the Moffett Towers Whole Loan is structured with a fixed amortization schedule based on a 360 month amortization period for the mortgage loan, together with the related mezzanine loan (total debt). See “Annex H” of the Free Writing Prospectus. (3) See “Current Mezzanine or Subordinate Indebtedness Permitted” herein. (4) See “Partial Release” herein. (5) The lockout period will be at least 25 payment dates beginning with and including the first payment date of January 6, 2013. Prepayment of the full $335.0 million Moffett Towers Whole Loan is permitted on the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) December 6, 2015. (6) See “Initial Reserves” and “Ongoing Reserves” herein. (7) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Moffett Towers Loan Combination. (8) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.19x and 2.16x, respectively. (9) The Moffett Towers Property consists of three separate buildings. The appraiser determined Appraised Values of $202.0 million for 1000 Enterprise Way, $196.0 million for 1020 Enterprise Way and $187.0 million for 1050 Enterprise Way. (10) The Moffett Towers Property was constructed in 2008 and leased up from 2010 to 2012. The Moffett Towers Property was 13.2% leased as of December 2010 and 42.3% leased as of December 2011.
Microsoft Holdback:	$8,000,000	$0
Microsoft Expansion Space Reserve:	$7,404,163	$0
Lease Sweep Reserve:	$0	Springing
Debt Service Reserve:	$0	Springing

Financial Information(7)
	Mortgage Loan	Total Debt
Cut-off Date Balance / Sq. Ft.:	$352	$405
Balloon Balance / Sq. Ft.:	$307	$353
Cut-off Date LTV:	57.3%	65.8%
Balloon LTV:	50.0%	57.5%
Underwritten NOI DSCR(8):	1.59x	1.29x
Underwritten NCF DSCR(8):	1.56x	1.27x
Underwritten NOI Debt Yield:	8.9%	7.8%
Underwritten NCF Debt Yield:	8.8%	7.6%

B-3

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

Tenant Summary

Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent PSF	% of Total U/W Base Rent	Lease Expiration
Motorola Mobility, Inc.(2)	NR/Aa2/AA	317,166	33.3%	$34.15	39.1%	6/30/2021
Microsoft Corporation	AA+/Aaa/AAA	237,121	24.9%	$31.52	27.0%	12/31/2021(3)
Rambus Inc.	NR/NR/NR	156,173	16.4%	$31.79	17.9%	6/30/2020(4)
Financial Engines, Inc.(5)	NR/NR/NR	80,995	8.5%	$33.00	9.6%	5/31/2020
Plaxo Inc.(6)	BBB+/Baa1/BBB+	40,448	4.3%	$31.80	4.6%	2/28/2019
Level 10 Construction, Inc.	NR/NR/NR	12,944	1.4%	$37.08	1.7%	2/28/2019
Total Occupied Collateral		844,847	88.8%	$32.80	100.0%
Vacant		106,651	11.2%
Total		951,498	100.0%

(1)	Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)	Motorola Mobility, Inc. leases 79,862 sq. ft. of space with a rent abatement from January 2013 through March 2013. The full amount of abated rent was reserved at closing.

(3)

The Microsoft Corporation lease includes a one-time termination option in December 2018 upon 12 months prior notice with respect to its entire space or any entire floor, or contiguous floors, subject to a termination fee equal to the unamortized portion, on a proportionate basis of the space terminated, of all unamortized costs plus interest on the cumulative sum of such unamortized costs.

(4)	The Rambus Inc. lease includes a one-time termination option in June 2017 upon 9 months prior notice subject to a termination fees equal to all unamortized costs plus interest on the cumulative sum of such unamortized costs.

(5)	Financial Engines, Inc.’s lease contains a rent abatement from January 2013 through March 2013. The full amount of abated rent was reserved at closing.

(6)	Plaxo, Inc. leases 10,448 sq. ft. of space with a rent abatement from January 2013 through February 2013. The full amount of abated rent was reserved at closing.

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	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2014	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2015	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2016	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2017	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2018	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2019	2	53,392	5.6%	53,392	5.6%	$33.08	6.4%	6.4%
2020	3	237,168	24.9%	290,560	30.5%	$32.21	27.6%	33.9%
2021	3	554,287	58.3%	844,847	88.8%	$33.02	66.1%	100.0%
2022	0	0	0.0%	844,847	88.8%	$0.00	0.0%	100.0%
2023	0	0	0.0%	844,847	88.8%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	844,847	88.8%	$0.00	0.0%	100.0%
Vacant	NAP	106,651	11.2%	951,498	100.0%	NAP	NAP
Total / Wtd. Avg.	8	951,498	100.0%			$32.80	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.

B-4

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

The Loan. The Moffett Towers loan (the “Moffett Towers Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 951,498 square foot Class A, suburban office park located at 1000, 1020 and 1050 Enterprise Way in Sunnyvale, California (the “Moffett Towers Property”) with an original principal balance of $175.0 million. The Moffett Towers Loan is comprised of the A-1 Note portion of a $335.0 million whole loan (the “Moffett Towers Whole Loan”) that is evidenced by three pari passu notes. Only the A-1 Note, with an original principal balance of $175.0 million, will be included in the COMM 2013-LC6 trust. The A-2 Note, with an original principal balance of $120.0 million, and the A-3 Note, with an original principal balance of $40.0 million, are not included in the COMM 2013-LC6 trust and are expected to be included in future securitizations. The Moffett Towers Loan has a 10-year term and amortizes on a fixed schedule, after an initial 3-year interest only period. The fixed schedule results in a 360-month effective amortization period.

The Moffett Towers Loan accrues interest at a fixed rate equal to 4.01194% and has a cut-off date balance of $175.0 million. The proceeds of the Moffett Towers Loan, along with a $50.0 million mezzanine loan funded concurrently, were used to retire existing debt of approximately $264.4 million, giving the borrower a return of equity of approximately $82.2 million. Based on the appraised value of $585.0 million as of October 31, 2012, the cut-off date LTV of the Moffett Towers Whole Loan is 57.3% and the remaining implied equity is $200.0 million. The most recent prior financing of the Moffett Towers Property was not included in a securitization.

The relationship between the holders of the A-1 Note, A-2 Note and A-3 Note will be covered by an intercreditor agreement to be described under “Description of the Mortgage Pool ― Loan Combinations ― The Moffett Towers Loan Combination” in the free writing prospectus.

Pari Passu Note Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$175,000,000	$175,000,000	COMM 2013-LC6	Yes
Note A-2	$120,000,000	$120,000,000	GACC	No
Note A-3	$40,000,000	$40,000,000	GACC	No
Total	$335,000,000	$335,000,000

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$335,000,000	87.0%	Loan Payoff	$264,366,066	68.7%
Mezzanine Loan	$50,000,000	13.0%	Reserves	$35,174,684	9.1%
			Closing Costs	$3,295,293	0.9%
			Return of Equity	$82,163,957	21.3%
Total Sources	$385,000,000	100.0%	Total Uses	$385,000,000	100.0%

The Borrower / Sponsor. The borrower, MT SPE, 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 the nonrecourse carve-out guarantors are Joseph K. Paul (“Jay Paul”) and the Jay Paul Revocable Living Trust, on a joint and several basis.

Founded by Jay Paul in 1975, the Jay Paul Company is headquartered in San Francisco and focuses on the development, acquisition and management of commercial properties in California. Jay Paul Company has developed and acquired in excess of six million square feet of office product and has closed in excess of $2.5 billion worth of equity and debt financing since 2000. In addition, the Jay Paul Company has over 2.1 million square feet of LEED Certified office space throughout its portfolio.

The Property. The Moffett Towers Property consists of three, eight-story Class A LEED Certified Gold suburban office buildings totaling 951,498 sq. ft. located in Sunnyvale, California at the intersection of U.S. Highway 101 and State Highway 237, developed by the sponsor in 2008. The Moffett Towers Property is part of a larger 1.8 million sq. ft. campus which spans 52 acres and seven office buildings (known generally as “Moffett Towers”) and includes an amenities building which is occupied by the Moffett Towers Club. The Moffett Towers Club is a full-service, 48,000 sq. ft. health and wellness club which is open exclusively to the tenants of Moffett Towers and includes a fitness center, pool, basketball court, spa and café. The Moffett Towers Property includes two separate parking garages for a total of 2,881 parking spaces for a ratio of 3.03 spaces per 1,000 sq. ft. In addition, the Moffett Towers Property benefits from access to several bus stops in the immediate area and the Santa Clara Light Rail station, located one block to the east. As of January 1, 2013, the Moffett Towers Property is 88.8% occupied (62.5% by credit rated tenants).

Environmental Matters. The Phase I environmental report dated November 26, 2012 recommended no further action at the Moffett Towers Property.

B-5

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

Major Tenants.

Motorola Mobility, Inc. (317,166 sq. ft., 33.3% of NRA, 39.1% of U/W Base Rent). Motorola Mobility, Inc. (“Motorola Mobility”) is a subsidiary of Google Inc. (“Google”) (NASDAQ: GOOG), which is rated NR/Aa2/AA by Fitch/Moody’s/S&P. Google acquired Motorola Mobility in May 2012 and continues to run Motorola Mobility as a separate business unit. Motorola Mobility currently occupies 317,166 sq. ft. at 1000 Enterprise Way. Motorola Mobility’s portfolio of products includes mobile devices such as smartphones and tablets, wireless accessories, video and data delivery services, cable modems and home network gateways. As of September 30, 2012, Google held approximately $16.3 billion in cash and cash equivalents, with total assets of approximately $89.7 billion. Total revenues for Google for the nine month period ending September 30, 2012 were approximately $37.0 billion, of which approximately $3.8 billion was attributable to Motorola Mobility. As of December 2012, Google has a market cap of approximately $236.9 billion.

Motorola Mobility, Inc.’s initial lease commenced in June 2011 and the tenant expanded into an additional 80,669 sq. ft. of space under a lease that began January 2012, with both leases expiring June 30, 2021. Motorola Mobility has three months of free rent from January 2013 through March 2013 for 79,862 sq. ft. of its space, totaling $666,049, all of which was reserved at closing. The sponsor has committed to invest approximately $23.0 million ($72.46 PSF) in capital expenditures for the Motorola Mobility space. Motorola Mobility has two five-year extension options at fair market rent, with six months prior notice, and no termination options.

Microsoft Corporation (237,121 sq. ft., 24.9% of NRA, 27.0% of U/W Base Rent). Microsoft Corporation (“Microsoft”) (NASDAQ: MSFT), rated AA+/Aaa/AAA by Fitch/Moody’s/S&P, is a leading developer of operating system, server application, business and consumer application and Internet software. Microsoft’s product offerings include the Windows operating system, the Microsoft Office suite, Bing, Internet Explorer, the Surface tablet, and the Xbox 360 gaming and entertainment console. Microsoft is a component of the Dow Jones Industrial Average, S&P 500 and Nasdaq 100. As of its June 30, 2012 financial statements, Microsoft held approximately $63.0 billion in cash and cash equivalents, with total assets of approximately $121.3 billion. Total revenues for the fiscal year ended June 30, 2012 were approximately $73.7 billion, reflecting a 5.4% year over year increase. Cash flow from operations for the same time period were approximately $31.6 billion, representing a 17.0% year over year increase. As of December 2012, Microsoft has a market cap of approximately $231.3 billion.

Microsoft Corporation’s lease commenced in January 2012 and expires December 31, 2021. Microsoft currently occupies 237,121 sq. ft. at 1020 Enterprise Way. The lease allows for a $75.00 PSF ($17,784,075) tenant allowance, of which approximately $15.5 million has been spent by the borrower on tenant build-out over “warm shell” space, and Microsoft has independently invested an additional approximately $33.4 million ($105.43 PSF) into the space. Microsoft has a one-time right to terminate its lease on December 31, 2018 with 12 months notice and a termination fee of $12,421,800 ($52.39 PSF). Microsoft has one five-year renewal option at the greater of (i) the base rent due at the end of the initial lease term or (ii) 95% of fair market rent with nine months prior notice.

Rambus Inc. (156,173 sq. ft., 16.4% of NRA, 17.9% of U/W Base Rent). Rambus Inc. (“Rambus”) (NASDAQ: RMBS), is a technology licensing company which focuses on the development of technologies that advance electronic systems. Rambus licenses its broad portfolio of over 1,000 patented inventions to semiconductor and system companies who use these inventions in the development and manufacture of their own products. Notable Rambus licensees include NVIDIA, Toshiba, Panasonic, AMD, Samsung Electronics and Broadcom. As of September 30, 2012, Rambus held cash and cash equivalents of approximately $152.2 million and total assets of approximately $601.8 million. Total revenues for the nine month period ending September 30, 2012 were approximately $176.6 million. As of December 2012, Rambus has a market cap of approximately $583.2 million.

Rambus Inc.’s lease commenced in July 2010, and it expires on June 30, 2020. The tenant expanded into an additional 30,963 sq. ft. of space pursuant to a lease amendment. The sponsor has committed to invest approximately $11.9 million ($76.03 PSF) in capital expenditures to improve the Rambus space. Rambus has a one-time right to terminate its lease on June 30, 2017 with nine months prior notice, subject to a termination fee equal to the unamortized portion of all costs plus interest on the cumulative sum of such unamortized costs. Rambus has two five-year renewal options at the greater of (i) the base rent due at the end of the initial lease term or (ii) fair market rent, with 10 months prior notice.

B-6

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

The Market. The Silicon Valley area is home to a large concentration of high-tech manufacturing, software, and research and development firms. The region, which is comprised of San Mateo County and Santa Clara County, has a population of approximately 2.6 million people with an average household income of $112,471, approximately 67.0% above the nationwide average. Silicon Valley is home to 14 of the 2012 Fortune 500 companies, including Apple Inc., Cisco Systems, Google, Oracle Corporation, and Hewlett-Packard. The Silicon Valley unemployment rate of 8.7%, as of July 2012, is lower than the State of California’s unemployment rate of 10.7%. Total employment in the Silicon Valley metropolitan statistical area grew by approximately 30,400 jobs from July 2011 to July 2012, and employment is expected to grow at average annual rate of 2.0% from 2012 to 2016.

The Q3 2012 Sunnyvale submarket Class A vacancy rate was 6.4%. The neighboring Mountain View submarket office vacancy rate was 3.5%, which is pushing corporate high technology firms such as Apple, Hewlett-Packard, Motorola and Google to expand eastward into the Sunnyvale submarket. Through Q3 2012, overall absorption in the Sunnyvale submarket was 404,671, representing a 6.4% decrease in the submarket vacancy rate for the year to date. As of Q3 2012, Sunnyvale Class A office asking rents averaged $45.24 PSF FSG. The appraiser identified eight comparable office tenants, which are presented in the subsequent chart. The appraiser determined market rent for the Moffett Towers Property to be $39.00 PSF NNN.

Competitive Set(1)
Property Name	Tenant	Location	Year Built	Lease Area (Sq. Ft.)	Base Rent (NNN)	Lease Term (yrs)
Moffett Towers Property	Various	Sunnyvale, CA	2008	951,498	$32.69	9.5
690 E. Middlefield Road	Synopsys, Inc.	Mountain View, CA	2014(2)	340,913	$37.80	15.0
Sunnyvale Towne Center	Apple, Inc.	Sunnyvale, CA	2010	156,960	$39.00	10.0
899. W. Evelyn Avenue	Nuance Communications	Mountain View, CA	2013(2)	68,554	$51.60	12.0
Mountain View Technology Park	Audience, Inc.	Mountain View, CA	2013(2)	87,565	$42.00	10.0
Santa Clara Gateway	Dell Marketing LP	Santa Clara, CA	2013(2)	149,608	$36.00	9.0
Santa Clara Gateway	Arista Networks, Inc.	Santa Clara, CA	2013(2)	149,608	$36.00	10.0
Sunnyvale Research Plaza	LinkedIn	Sunnyvale, CA	2014(2)	556,362	$38.52	12.0
Moffett Towers Phase II	Lab 126 (Amazon.com)	Sunnyvale, CA	2009 and 2014(2)	581,977	$37.80	8.0

(1)	Source: Appraisal

(2)	Lease of a building under construction.

B-7

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

Cash Flow Analysis.

Cash Flow Analysis
	1/1/2013 Annualized	U/W	U/W PSF
Base Rent(1)	$30,232,656	$30,067,983	$31.60
Value of Vacant Space	0	4,387,658	4.61
Gross Potential Rent	$30,232,656	$34,455,641	$36.21
Total Recoveries	6,829,980	6,453,981	$6.78
Total Other Income	855,935	735,868	0.77
Less: Vacancy(2)	0	(4,387,658)	(4.61)
Effective Gross Income	$37,918,571	$37,257,832	$39.16
Total Operating Expenses	7,268,208	7,379,439	7.76
Net Operating Income	$30,650,363	$29,878,393	$31.40
TI/LC	0	1,283,355	1.35
TI/LC Reserve Credit(3)	0	(279,429)	(0.29)
Microsoft Holdback Reserve Credit(4)	0	(740,416)	(0.78)
Capital Expenditures	0	190,300	0.20
Net Cash Flow	$30,650,363	$29,424,583	$30.92

Average Annual Rent PSF(5)	$32.69

(1)	U/W Base Rent includes $2,358,978 in contractual step rent through December 2013.

(2)	U/W Vacancy represents 4.8% of gross income.

(3)	The U/W TI/LC Reserve Credit represents the net present value of the expected TI/LC reserve balance at the Moffett Towers Loan maturity.

(4)	The U/W Microsoft Holdback Reserve Credit represents the annual average of the Microsoft TI/LC reserve balance for the term of the Moffett Towers Loan.

(5)	Average Annual Rent PSF is based on operating statements and occupancy rates provided by the Moffett Towers Loan borrower. The Moffett Towers Property was constructed in 2008 and leased up from 2010 to 2012, therefore, historical average annual rent PSF figures are not available.

Property Management. The Moffett Towers Property is managed by Paul Holdings, Inc., a borrower affiliate.

Lockbox / Cash Management. The Moffett Towers Loan is structured with a hard lockbox and in place cash management. The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and other payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed in accordance with the Moffett Towers Loan documents.

Additionally, all excess cash will be swept into a lender controlled account (i) upon an event of default, (ii) if there exists a Low Debt Service Period (as defined herein), (iii) upon the commencement of a Lease Sweep Period (defined below), or (iv) upon the occurrence of a default under the mezzanine loan.

A “Low Debt Service Period” commences if the debt service coverage ratio, as determined by lender, is less than 1.13x until the earlier to occur of (i) December 6, 2013 and (ii) the date on which the second and third floors for the building located at 1020 Enterprise Way are fully leased to one or more tenants, in which case a “Low Debt Service Period” will commence if the debt service coverage ratio, as determined by lender, is less than 1.20x, and ends if the debt service coverage ratio, as determined by lender, is at least 1.25x for two consecutive quarters.

A “Lease Sweep Period” will commence upon the earliest to occur of, among other events, (i) June 6, 2017, (ii) early termination or cancellation of all or a Material Surrender Portion of a Lease Sweep Lease, or (iii) if a non-investment grade tenant ceases operating its business at the Moffett Towers Property. A “Lease Sweep Lease” means any of (i) the Microsoft lease, (ii) the Motorola Mobility lease, (iii) the Rambus lease, or (iv) any lease which is entered into by the borrower in replacement of any of the Microsoft lease, the Motorola Mobility lease or the Rambus lease. A “Material Surrender Portion” means at least 41,000 sq. ft. of space (or if a full floor of space is less than 41,000 sq. ft. of space, a full floor of space) demised under a Lease Sweep Lease.

Initial Reserves. At closing, the borrower deposited (i) $790,714 into a tax reserve account, (ii) $17,590,176 into the TI/LC reserve, of which $12,849,786 were reserved for outstanding tenant improvements related to the Motorola Mobility tenant, $2,159,176 was reserved for outstanding tenant improvements related to the Microsoft tenant, $1,500,734 was reserved for outstanding tenant

B-8

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

improvements related to the Rambus tenant, and $1,080,479 was reserved for outstanding tenant improvements related to the Financial Engines, Inc. tenant, (iii) $8,000,000 into the Microsoft Holdback reserve, (iv) $7,404,163 into the Microsoft Expansion Space reserve and (v) $1,389,632 into the free rent reserve (of which $666,049 was reserved for outstanding free rent associated with the Motorola Mobility tenant, $668,209 was reserved for outstanding free rent associated with the Financial Engines, Inc. tenant, and $55,374 was reserved for outstanding free rent associated with the Plaxo, Inc. tenant).

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $263,571, into a tax reserve account and (ii) $15,858 into a capital expenditure account. The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place. Beginning with the monthly payment date on June 6, 2017 (or sooner, if a Lease Sweep Period exists), the borrower will be required to deposit $625,000 (or all excess cash during certain Lease Sweep Periods) on a monthly basis into the lease sweep reserve. If the amount of funds on deposit in the lease sweep reserve (together with lease termination payments, if any) equals $16,500,000, then all funds required to be deposited during the Lease Sweep Period will be required to be deposited into a debt service reserve up to a cap (including the amounts in the lease sweep reserve) of $22,500,000. Notwithstanding the foregoing, if a Lease Sweep Period is in effect due solely to the early termination or cancellation of a Material Surrender Portion of a Lease Sweep Lease, the lease sweep and debt service reserve cap will be equal to $32.50 times the number of square feet of affected space.

Current Mezzanine or Subordinate Indebtedness. A $50,000,000 mezzanine loan was funded at closing. The mezzanine loan is coterminous with the Moffett Towers Loan and accrues interest at a rate of 7.0000% per annum. The mezzanine loan has a 10-year term and after a 3-year interest only period, amortizes on a fixed schedule, which results in a 360-month effective amortization period.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Partial Release. After the prepayment lockout expiration date, which is the earlier to occur of (i) two years after the closing date of the securitization which includes the last pari passu note to be securitized and (ii) December 6, 2015, the borrower may obtain the release of one or two of the three buildings at the Moffett Towers Property in conjunction with a third party sale of such building, provided, among other conditions set forth in the Moffett Towers Loan documents, (i) no event of default is continuing, (ii) the borrower makes a principal payment equal to the Lender’s Proportionate Share of the greater of (a) 100% of the net sales proceeds of such building being released and (b) 125% of the allocated loan amount for such building (as set forth in the loan documents), (iii) the DSCR of the remaining collateral after giving effect to such release is no less than the greater of (a) the DSCR immediately preceding the sale and (b) 1.26x, (iv) the LTV of the remaining collateral after giving effect to such release is no greater than (a) the LTV immediately preceding the sale and (b) 66.4%. The “Lender’s Proportionate Share” means a fraction, the numerator of which is the then outstanding principal balance of the Moffett Towers Whole Loan and the denominator of which is the aggregate outstanding principal balances of the Moffett Towers Whole Loan and the mezzanine loan.

B-9

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

Site plan based on information provided by the borrower as of November 13, 2012.

B-10

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

Site plan based on information provided by the borrower.

B-11

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 1

Moffett Towers

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$175,000,000

57.3%

1.56x

8.9%

B-12

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-13

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

B-14

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

Mortgage Loan Information					Property Information
Loan Seller:		GACC			Single Asset / Portfolio:		Single Asset
Loan Purpose:		Acquisition			Property Type:		CBD Office
Sponsor:		Joseph Mizrachi; Eyal Ben-Yosef;			Collateral:		Fee Simple
		David Alcalay; David Werner			Location:		Chicago, IL
Borrower:		540 West Madison Owner LLC			Year Built / Renovated:		2003 / NAP
Original Balance(1):		$135,000,000			Total Sq. Ft.:		1,102,776
Cut-off Date Balance(1):		$135,000,000			Property Management:		540 General Manager LLC
% by Initial UPB:		9.0%			Underwritten NOI:		$25,361,482
Interest Rate:		3.9050%			Underwritten NCF:		$24,356,136
Payment Date:		6th of each month			“As-is” Appraised Value:		$370,000,000
First Payment Date:		February 6, 2013			“As-is” Appraisal Date:		November 12, 2012
Maturity Date:		January 6, 2018			“As Stabilized” Appraised Value(5):		$475,000,000
Amortization:		Interest Only			“As Stabilized” Appraisal Date(5):		January 1, 2016
Additional Debt(1):		$100,000,000 Pari Passu Debt
		$15,000,000 Mezzanine Loan			Historical NOI(6)
Call Protection(2):		L(24),D(32), O(4)			Most Recent NOI:		NAV
Lockbox / Cash Management:		Hard / In Place			2011 NOI:		NAV
					2010 NOI:		NAV
Reserves(3)					2009 NOI:		NAV
	Initial		Monthly
Taxes:	$2,977,099		$595,420		Historical Occupancy(7)
Insurance:	$0		Springing		Current Occupancy:		91.2% (December 31, 2012)
TI/LC:	$30,000,000		$0		2011 Occupancy:		100.0% (December 31, 2011)
					2010 Occupancy:		100.0% (December 31, 2010)
Financial Information(4)					2009 Occupancy:		100.0% (December 31, 2009)
		Mortgage Loan		Total Debt	(1)	The Original Balance of $135.0 million represents the Note A-1 of a $235.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is comprised of Note A-2, with an original principal amount of $100.0 million, which is expected to be included in a future securitization. For additional information on the mezzanine loan, see “Current Mezzanine or Subordinate Indebtedness” herein.
Cut-off Date Balance / Sq. Ft.:		$213		$227
Balloon Balance / Sq. Ft.:		$213		$227
Cut-off Date LTV:		63.5%		67.6%
Balloon LTV:		63.5%		67.6%	(2)	The lockout period will be at least 24 payment dates beginning with and including the first payment date of February 6, 2013. Prepayment of the full $235.0 million 540 West Madison Street Whole Loan is permitted after the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) December 31, 2015.
Underwritten NOI DSCR:		2.73x		2.40x
Underwritten NCF DSCR:		2.62x		2.31x
Underwritten NOI Debt Yield:		10.8%		10.1%
Underwritten NCF Debt Yield:		10.4%		9.7%	(3)	See “Initial Reserves” and “Ongoing Reserves” herein.
					(4)	DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate 540 West Madison Loan Combination.
					(5)	The “As Stabilized” LTV is 49.5% based on achieving a long term stabilized occupancy of 93.0%.
					(6)	Prior to the borrower’s acquisition, the 540 West Madison Property was owned and occupied by Bank of America, therefore, historical NOI is not available.
					(7)	Bank of America previously owned the entire building and subleased space out to tenants.

B-15

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent PSF	% of Total U/W Base Rent	Lease Expiration
Bank of America(2)	A/Baa2/A-	757,317	68.7%	$25.53	75.5%	12/31/2022
DRW	NR/NR/NR	126,012	11.4%	$27.29	13.4%	12/31/2024(3)
Marsh	BBB/Baa2/BBB	120,771	11.0%	$23.00	10.8%	2/28/2024(4)
Starbucks	NR/Baa3/A-	1,971	0.2%	$30.00	0.2%	9/30/2013
Total Occupied Collateral		1,006,071	91.2%	$25.46	100.0%
Vacant(5)		96,705	8.8%
Total		1,102,776	100.0%

(1)	Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)

Bank of America has exercised an option to vacate 166,522 square feet of the total 757,317 square feet on 12/31/2013. In addition, Bank of America has a one-time option to vacate up to 236,000 square feet in full floor increments at the end of 2014, upon 12 months prior notice, and the option to terminate its lease with respect to the 23rd floor (42,470 sq. ft.) and 3,925 sq. ft. on the first floor effective no earlier than December 31 2016, upon at least 12 months prior notice.

(3)	DRW has the right terminate the lease effective August 1, 2019, upon 12 months prior notice and payment of an early termination fee equal to the sum of unamortized costs incurred plus rent attributable to the 4 calendar months immediately succeeding the termination date.

(4)

On and after January 1, 2015, Marsh has the right to cancel a portion of its lease for up to half of a floor of its leased premises upon 12 months prior notice and payment of a cancellation fee equal to $98.00 PSF of the space affected. On or after January 1, 2018, Marsh has a right to cancel another half of a floor of its lease premises upon 12 months prior notice and payment of a cancellation fee equal to $74.00 PSF. On or after January 31, 2019, Marsh has the right terminate its entire lease, effective January 31, 2020, upon payment of a cancellation fee equal to $53.00 PSF.

(5)	Vacant space represents 84,031 sq. ft. of office space, 10,907 sq. ft. of retail space and 1,767 sq. ft. of storage space.

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	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	5	168,493	15.3%	168,493	15.3%	$24.81	16.3%	16.3%
2014	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2015	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2016	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2017	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2018	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2019	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2020	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2021	0	0	0.0%	168,493	15.3%	$0.00	0.0%	16.3%
2022	18	590,795	53.6%	759,288	68.9%	$25.75	59.4%	75.7%
2023	0	0	0.0%	759,288	68.9%	$0.00	0.0%	75.7%
Thereafter	4	246,783	22.4%	1,006,071	91.2%	$25.19	24.3%	100.0%
Vacant	NAP	96,705	8.8%	1,102,776	100.0%	NAP	NAP
Total / Wtd. Avg.	27	1,102,776	100.0%			$25.46	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.

The Loan. The 540 West Madison Street loan (the “540 West Madison Street Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 1,102,776 square foot Class-A, office building located at 540 West Madison Street in Chicago, Illinois (the “540 West Madison Street Property”). The 540 West Madison Street Loan is comprised of the A-1 Note portion of a $235.0 million whole loan (the “540 West Madison Street Loan Combination”) that is evidenced by two pari passu notes. Only the A-1 Note, with an original principal balance of $135.0 million, will be included in the COMM 2013-LC6 trust. The A-2 Note, with an original principal balance of $100.0 million, is expected to be included in a future securitization. The 540 West Madison Street Loan has a 5-year term with interest only payments.

B-16

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

The 540 West Madison Street Loan accrues interest at a fixed rate equal to 3.9050% per annum and has a cut-off date balance of $135.0 million. The loan proceeds, along with approximately $134.4 million in sponsor equity in addition to the $15.0 million mezzanine loan, were used to, among other things, acquire the 540 West Madison Street Property for $350.0 million. Based on the “As-is” appraised value of $370.0 million as of November 12, 2012, the cut-off date LTV of the 540 West Madison Street Loan Combination is 63.5%. Based on the “As Stabilized” appraised value of $475.0 million as of January 1, 2016, the “As Stabilized” LTV is 49.5%. The most recent prior financing of the 540 West Madison Street Property was not included in a securitization.

The relationship between the holders of the A-1 Note and the A-2 Note will be governed by a co-lender agreement to be described under “Description of the Mortgage Pool—Loan Combinations—The 540 West Madison Street Loan Combination” in the free writing prospectus.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
First Mortgage	$235,000,000	61.1%	Purchase Price	$350,000,000	91.0%
Mezzanine Loan	$15,000,000	3.9%	Reserves	$32,977,099	8.6%
Sponsor Equity	$134,447,749	35.0%	Closing Costs	$1,470,650	0.4%
Total Sources	$384,447,749	100.0%	Total Uses	$384,447,749	100.0%

The Borrower / Sponsor. The borrower, 540 West Madison Owner LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsors of the borrower are David Werner, Joseph Mizrachi, Eyal Ben-Yosef and David Alcalay. David Werner indirectly owns 4.9% of the borrower and controls entities that indirectly own 68% of the borrower. David Werner has major decision making rights with respect to the borrower. The nonrecourse carve-out guarantors are Joseph Mizrachi, Eyal Ben-Yosef and David Alcalay, on a joint and several basis.

David Werner has been involved in commercial real estate for approximately 30 years and has been involved in real estate transactions involving 61 major office buildings across the United States.

Joseph Mizrachi is the Principal of The Mizrachi Group, LLC, which was founded in 1985 and has managed or invested over $3.5 billion in real estate. The Mizrachi Group’s principals have an average of over twenty years of relevant experience in executive management positions and possess expertise in finance, insurance, real estate and tax analysis. Through an affiliate company, Third Millennium Properties, LLC, the firm takes an active role the management of its real estate projects.

In 2003, PAZ Securities, Inc., a securities firm of which Mizrachi served as President, was expelled from membership of the National Association of Securities Dealers, Inc. (the “NASD” which entity is now known as Financial Regulatory Authority, Inc. or FINRA) and Joseph Mizrachi was barred from associating with any member of the NASD (or FINRA). For additional information, see “Description of the Mortgage Pool – Risk Factors – Risks Related to the Mortgage Loans – Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in the free writing prospectus.

David Alcalay has been the president of the Alcalay-Mizrachi Group since 2005. The group acquires and operates income-producing real estate properties and has over $2 Billion of office properties, industrial/flex properties, multifamily properties, land for development and anchored retail shopping centers.

Eyal Ben-Yosef is the president and 50% owner of Federal Jeans Inc. In addition to being an importer, manufacturer and distributor of denim products, Federal Jeans Inc. has several real estate investments comprising approximately 500,000 square feet. Mr. Ben-Yosef also owns several real estate investments including interests in two Manhattan office buildings totaling over 100,000 square feet, three apartment buildings in Cincinnati, Ohio, a development site in New Orleans (approved for hotel development), and a warehouse in Memphis, Tennessee, totaling approximately 1.1 million square feet.

The Property. The 540 West Madison Street Property is a 31-story, 1,102,776 square foot Class A office building, located in downtown Chicago and built in 2003. The leased space is comprised of 1,020,798 square feet of office space, 62,685 square feet of data center space, 16,803 square feet of retail space, and 2,490 square feet of storage space for a total of 1,102,776 total square feet. As of December 31, 2012 the 540 West Madison Street Property is 91.2% occupied, and 79.8% by investment grade tenants.

The 540 West Madison Street Property is LEED-EB Gold certified and amenities include a full-service cafeteria, on-site catering, a coffee shop, conference center, rooftop patio and garden area, and a redundant infrastructure. The infrastructure includes on-site Uninterruptable Power Supply (UPS) and Emergency Power Supply (EPS) systems, electrical service from eight separate 12 kV feeds

B-17

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

from five independent substations and an on-site generator farm. These features provide the tenants with flexibility and efficiency, as well as data protection from a potential natural disaster. The 540 West Madison Street Property could lose service from up to three substations and still be operational on utility power, and in the case of service interruption, the 540 West Madison Street Property has the capacity to maintain power for multiple days through the seven backup generators.

A parcel immediately adjacent to the 540 West Madison Street Property is owned by an affiliate of the borrower. Since it is anticipated that this parcel may in the future be developed as a mirror-image office tower, the borrower entered into an agreement with the adjacent property owner (which runs to successor owners of the adjacent property) which provides that, among other things, the development of the adjacent property will be completed in a manner so as to not materially interfere with the use and occupancy of the 540 West Madison Street Property. In addition, an “anti-poaching” agreement was delivered at loan closing and will be in effect for so long as the adjacent property is owned by an affiliate of the borrower.

Environmental Matters. The Phase I environmental report dated November 21, 2012, recommended no further action at the 540 West Madison Street Property.

Major Tenants.

Bank of America (757,317 sq. ft., 68.7% of NRA, 75.5% of U/W Base Rent) Bank of America, rated A/Baa2/A- by Fitch/Moody’s/S&P, is one of the largest banks in the United States by assets. Bank of America has an extensive branch network, with more than 5,700 locations across the U.S. Its core services include consumer and small business banking, credit cards, investment banking and brokerage, and asset management. In early 2009, Bank of America paid approximately $50 billion in stock for Merrill Lynch, which gave the firm a more extensive retail brokerage network to increase Bank of America’s wealth management, investment banking, and international business.

Bank of America has exercised an option to vacate 166,522 square feet on 12/31/2013. In addition, Bank of America has a one-time option to vacate up to 236,000 square feet in full floor increments at the end of 2014, with 12 months prior notice, and an option to terminate the 23rd floor (42,470 sq. ft.) and 3,925 sq. ft. on the first floor effective no earlier than the end of 2016, with at least 12 months prior notice. A $30 million TI/LC reserve was established at closing to cover tenant improvement and leasing costs associated with certain identified Bank of America space subject to termination at the 540 West Madison Street Property. Bank of America has three five-year extension options at 95% of fair market rent, each with 12 months prior notice.

DRW (126,012 sq. ft., 11.4% of NRA, 13.4% of U/W Base Rent) DRW Trading Group (“DRW”) is a principal trading organization that trades for their own account and risk. All of their methods, systems and applications are solely for their own use. DRW has no customers, clients, investors or third party funds. DRW trades a wide range of asset classes, instruments and trading venues. Founded in 1992, DRW is headquartered in Chicago and has offices in New York and London. DRW has the right to terminate its lease, effective August 1, 2019 upon 12 months prior notice and payment of an early termination fee equal to the sum of unamortized costs incurred plus rent attributable to the four calendar months immediately succeeding the termination date. DRW received a $35 PSF tenant improvement allowance and has one 10-year extension option at fair market rent with 12 months prior notice.

Marsh (120,771 sq. ft., 11.0% of NRA, 10.8% of U/W Base Rent) Marsh & McLennan Cos. Inc. (“Marsh”), rated BBB/Baa2/BBB by Fitch/Moody’s/S&P, is one of the world’s largest professional services and insurance brokerage firms in the United States, and has offices throughout the world in over 100 countries. As of Q3 2012, Marsh had over 53,000 employees and in was ranked the 231st largest corporation in the United States by the Fortune 500, with annual revenues of approximately $11.526 billion. The firm was founded in Chicago, Illinois and is now headquartered in Midtown Manhattan, New York City.

On and after January 1, 2015, Marsh has the right to cancel its lease for up to half of a floor upon 12 months prior notice and payment of a cancellation fee equal to $98.00 PSF of the space affected. On or after January 1, 2018, Marsh has a right to cancel another half of a floor upon 12 months prior notice and a cancellation fee equal to $74.00 PSF. On or after January 31, 2020, Marsh has the right to cancel its entire lease, upon 12 months prior notice and payment of a cancellation fee equal to $53.00 PSF. Marsh received a $60 PSF tenant improvement allowance and has two, five-year renewal options at fair market rent, each with six months prior notice.

The Market. The Chicago MSA ranks second nationally, behind New York, in total office inventory with 219.3 million square feet of office space. As a transportation, banking and investment hub, Chicago is home to many corporate headquarters and regional branches. Chicago’s office market is comprised of 15 major submarkets, with its six downtown submarkets constituting the largest concentration of office space in the MSA at approximately 56.4%.

B-18

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

The 540 West Madison Street Property is located in downtown Chicago at the Northwest Corner of Madison and Clinton Street in Chicago’s West Loop submarket. The Property is located adjacent to Ogilvie Transportation Center and two blocks from Union Station, Chicago’s two busiest commuter rail stations, with approximately 92,000 passengers passing through the stations on a daily basis. In addition, the 540 West Madison Street Property is in close proximity to the elevated train system, the Kennedy Expressway and the Eisenhower Expressway, giving commuters access to Chicago’s major highways.

As of Q3 2012, Chicago’s West Loop is the largest office submarket for Class A product, consisting of approximately 20.6 million square feet or 43% of the entire CBD Class A market. Class A properties had an average overall vacancy rate of 13.7% and average overall asking rent of $38.86 PSF Gross. Based on the comparable properties, as depicted in the subsequent chart, the appraiser determined a market vacancy of 7.7%.

Competitive Office Buildings(1)
Name/Location (Chicago, IL)	Year Built	Class	NRA (SF)	Occupancy	Rental Rate PSF
540 West Madison Street Property	2003	A	1,102,776	91.2%	$23.00-$26.92
500 West Madison Street (Citigroup Center)	1987	A	1,457,470	91.1%	$18.00-$25.00
155 North Wacker Drive	2009	A	1,152,953	94.5%	$24.00-$36.00
10, 20, and 30 South Wacker Drive	1963, 1987	A	2,519,595	90.6%	$21.00-$27.00
71 South Wacker Drive (Hyatt Center)	2005	A	1,490,825	88.6%	$25.00-$34.00
111 South Wacker Drive	2004	A	1,027,683	96.8%	$30.00-$32.00
Total/Wtd. Avg.(2)			7,648,526	92.3%	$27.20

(1)	Source: Appraisal

(2)	Total/Weighted Average does not include the 540 West Madison Street Property

The appraiser determined average office market rents at the 540 West Madison Street Property of $26.00 for low-rise office space (mezzanine through floor 13), $27.00 PSF for mid-rise office space (floors 14-22) and to $28.00 PSF for high-rise office space (floors 23-28). In addition, the appraiser determined market rents of $35.00 PSF for retail space, $45.00 PSF for data center space. When the Bank of America space becomes available, there will be four contiguous floors of available space, which is not common in the Chicago market. The below chart depicts the 540 West Madison Street market rent compared to the current rent.

Actual Rent vs Market Rent
Space Type	Total SF	% of NRSF	% of Annual Rent	Rent PSF	Appraisal Market Rent PSF
Office Floors Mezz - 13	390,129	35.4%	36.1%	$23.69	$26.00
Office Floors 14 - 22	294,184	26.7%	28.6%	$24.86	$27.00
Office Floors 23 - 28	252,454	22.9%	26.1%	$26.45	$28.00
Retail	5,896	0.5%	0.6%	$26.01	$35.00
Storage	723	0.1%	0.0%	$5.00	$20.00
Data Center	62,685	5.7%	8.7%	$35.47	$45.00
Total/Wtd. Avg.	1,006,071	91.2%	100.0%	$25.46	$28.03

B-19

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

Cash Flow Analysis.

Cash Flow Analysis
	Appraiser	U/W	U/W PSF
Base Rent	$25,727,545	$25,613,333	$23.23
Credit Tenant Rent Steps(1)	0	760,910	0.69
Value of Vacant Space	2,643,615	4,136,497	3.75
Gross Potential Rent	$28,371,160	$30,510,740	$27.67
Total Recoveries	15,952,683	15,748,918	14.28
Total Other Income	653,635	655,841	0.59
Less: Vacancy(2)	(2,699,577)	(4,136,497)	(3.75)
Effective Gross Income	$42,277,901	$42,779,002	$38.79
Total Operating Expenses	17,345,973	17,417,520	15.79
Net Operating Income	$24,931,928	$25,361,482	$23.00
TI/LC	0	784,791	0.71
Capital Expenditures	0	220,555	0.20
Net Cash Flow	$24,931,928	$24,356,136	$22.09

(1)

Credit Tenant Rent Steps represent the present value of rent steps through the term of the lease for the credit tenants, Bank of America (rated A/Baa2/A- by Fitch/Moody’s/S&P) and Marsh (rated BBB/Baa2/BBB by Fitch/Moody’s/S&P). In addition, full credit was given to the Marsh rent step from $23.00 PSF to $23.57 PSF beginning January 2013.

(2)	U/W Vacancy represents 8.8% of gross income, and is based on the actual economic vacancy.

Property Management. The 540 West Madison Street Property is managed by 540 General Manager LLC, a borrower affiliate.

Lockbox / Cash Management. The 540 West Madison Street Loan is structured with a hard lockbox and in place cash management. The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and other payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed during each interest period of the loan term in accordance with the loan documents.

Additionally, all excess cash will be swept into a lender controlled account upon (i) the occurrence of an event of default, (ii) if the aggregate adjusted pro forma debt service coverage ratio, as determined by lender, and the aggregate in-place debt service coverage ratio, as determined by lender, are each less than 1.20x, or (iii) the occurrence of an event of default under the mezzanine loan, and will end if (a) with respect to clause (i), the event of default has been cured or waived and no other event of default is then continuing, (b) with respect to clause (ii), the aggregate in-place debt service coverage ratio is 1.20x for two consecutive calendar quarters, or (c) with respect to clause (iii), the default under the mezzanine loan has been cured or waived and no other event of default is then continuing.

Initial Reserves. At closing, the borrower deposited (i) $2,977,099 into a tax reserve account and (ii) $30,000,000 into the TI/LC reserve account for tenant improvement and leasing costs associated with the 84,031 square feet of vacant office space and certain identified Bank of America space that is subject to termination.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of 1/12 of the estimated annual real estate taxes, which currently equates to $595,420, into a tax reserve account. In addition, borrower is required to deposit 1/12 of the estimated annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness. A $15.0 million mezzanine loan was funded at closing. The mezzanine loan is coterminous with the 540 West Madison Street Loan and accrues interest at a rate of 8.2500%. The mezzanine loan is interest-only for the term.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-20

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

Stacking plan based on information provided by the borrower as of December 31, 2012.

B-21

540 West Madison Street

Chicago, IL 60661

Collateral Asset Summary – Loan No. 2

540 West Madison Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$135,000,000

63.5%

2.62x

10.8%

B-22

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-23

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

B-24

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

Mortgage Loan Information				Property Information
Loan Seller:		GACC		Single Asset / Portfolio:		Single Asset
Loan Purpose:		Recapitalization		Property Type:		Regional Mall
Sponsor:		GGPLP L.L.C.		Collateral:		Fee Simple/Leasehold
Borrower:		Coastland Center, LLC		Location:		Naples, FL
Original Balance:		$130,000,000		Year Built / Renovated:		1977 / 2007
Cut-off Date Balance:		$129,622,035		Total Sq. Ft.:		925,395
% by Initial UPB:		8.7%		Total Collateral Sq. Ft.(5):		458,926
Interest Rate:		3.7600%		Property Management:		Self-managed
Payment Date:		1st of each month		Underwritten NOI:		$12,824,383
First Payment Date:		December 1, 2012		Underwritten NCF:		$12,383,701
Maturity Date:		November 1, 2022		“As-is” Appraised Value:		$233,000,000
Amortization:		360 months		“As-is” Appraisal Date:		October 18, 2012
Additional Debt(1):		Future Mezzanine Debt Permitted		“As Stabilized” Appraised Value(4):		$264,000,000
Call Protection:		L(26), D(87), O(7)		“As Stabilized” Appraisal Date(4):		February 1, 2015
Lockbox / Cash Management:		Hard / Springing
				Historical NOI
Reserves(2)				Most Recent NOI:		$12,950,834 (T-12 August 31, 2012)
	Initial		Monthly	2011 NOI:		$12,374,100 (December 31, 2011)
Taxes:	$0		Springing	2010 NOI:		$13,314,870 (December 31, 2010)
Insurance:	$0		Springing	2009 NOI:		$15,075,911 (December 31, 2009)
Replacement:	$0		Springing
TI/LC:	$1,163,680		Springing	Historical Occupancy
Ground Rent:	$0		Springing	Current Occupancy(6)(7):		92.5% (September 30, 2012)
				2011 Occupancy:		91.7% (December 31, 2011)
Financial Information				2010 Occupancy:		89.0% (December 31, 2010)
Cut-off Date Balance / Sq. Ft.(3):		$282		2009 Occupancy:		87.0% (December 31, 2009)
Balloon Balance / Sq. Ft.(3):		$223		(1)	See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
Cut-off Date LTV(4):		55.6%		(2)	See “Initial Reserves” and “Ongoing Reserves” herein.
Balloon LTV:		43.9%		(3)	Based on Total Collateral Sq. Ft. of 458,926.
Underwritten NOI DSCR:		1.77x		(4)	The “As Stabilized” LTV is 49.1% based on achieving a stabilized occupancy of 92.0% (not including specialty leasing in occupancy).
Underwritten NCF DSCR:		1.71x
Underwritten NOI Debt Yield:		9.9%		(5)	Excludes Dillard’s, Sears and Macy’s, which are not part of the collateral.
Underwritten NCF Debt Yield:		9.6%		(6)	Current Occupancy is based on Total Collateral Sq. Ft. and includes specialty leasing tenants, as well as Burger King (672 sq. ft.), which has a lease out for signature, Aurelio’s Pizza (4,504 sq. ft.), which has signed its lease and is expected to open in March 2013 and Lids Locker Room (2,867 sq. ft.), which has a lease beginning in August 2013.



				(7)	Based on Total Sq. Ft. of 925,395, occupancy as of September 30, 2012 is 96.3%.

B-25

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

Tenant Summary
Tenant Mix	Ratings (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Sq. Ft.	Lease Expiration	Annual U/W Base Rent PSF	Sales PSF(2)(3)	Occupancy Cost (% of Sales)(2)(4)

Non-Collateral Anchors
Dillard’s	BB+/B1/BB	176,225	NAP	NAP	NAP	$176	NAP
Macy’s	BBB/Baa3/BBB	138,446	NAP	NAP	NAP	$211	NAP
Sears	CCC/B2/CCC+	151,798	NAP	NAP	NAP	$108	NAP
Subtotal		466,469				$167

Collateral Anchor Tenant
JCPenney	B/B3/B-	123,921	27.0%	11/30/2016	$4.56	$144	3.4%

Major Tenants (>10,000 sq. ft.)
H&M(5)	NR/NR/NR	20,097	4.4%	1/31/2023	$22.50	NAV	NAV
Old Navy(6)	BBB-/Baa3/BB+	14,879	3.2%	1/31/2013	NAP	$198	NAP
The Cheesecake Factory(7)	NR/NR/NR	10,300	2.2%	1/31/2026	NAP	$708	NAP
Subtotal		45,276	9.9%			$407

In-line Tenants (<10,000 sq. ft.)		211,418	46.1%		$37.04(8)	$349	16.6%
Food Court		11,674	2.5%		$93.63	$677	19.5%
Kiosk		176	0.0%		$464.60	$2,916	12.0%
Specialty(9)		32,155	7.0%		NAP	NAP	NAP
Total Occupied Collateral		255,423	55.7%

Vacant		34,306	7.5%
Total/Wtd. Avg.(10)		458,926	100.00%

(1)	Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.

(2)

Sales PSF and Occupancy Cost (% of Sales) are provided by the borrower and only include tenants reporting an entire 12 months of sales as of September 30, 2012. Based on a percentage of collateral square feet, approximately 91.4% of inline tenants and 83.3% of total tenants reported sales for this period.

(3)	Sales PSF figures for both collateral and non-collateral anchor tenants are estimates provided by the borrower.

(4)	Occupancy Cost (% of Sales) excludes utilities reimbursement.

(5)

H&M has the right to terminate its lease with at least six months prior notice and payment of a termination fee equal to 50% of the then unamortized portion of construction allowance if total sales during the period of January 2016 to December 2016 do not exceed $4.25 million. In addition, H&M has one 5-year extension option.

(6)	Old Navy pays percentage rent in lieu of base rent and is not included in underwritten base rent. Old Navy has a one year lease renewal out for signature.

(7)	The Cheesecake Factory pays percentage rent in lieu of base rent and is not included in underwritten base rent. The Cheesecake Factory has the right to terminate its lease with 12 months prior notice if net sales during the 10th lease year (2015-2016) do not exceed $7.0 million.

(8)	Annual UW Base Rent PSF for In-Line Tenants (<10,000 sq. ft.) does not include Rainbow or Aldo, which pay percentage rent in lieu of base rent.

(9)	Specialty Tenants consist of unaffiliated tenants with lease terms less than one year.

(10)

Current Occupancy is based on Total Collateral Sq. Ft. and includes Burger King (672 sq. ft.), which has a lease out for signature, Aurelio’s Pizza (4,504 sq. ft.), which has signed its lease and is expected to open in March 2013 and Lid’s Locker Room (2,867 sq. ft.), which has a lease beginning in August 2013.

B-26

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

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
Specialty Leasing(2)	14	32,155	7.0%	32,155	7.0%	$0.00	0.0%	0.0%
2013	13	39,669	8.6%	71,824	15.7%	$23.34	9.5%	9.5%
2014	7	22,096	4.8%	93,920	20.5%	$27.19	6.1%	15.6%
2015	9	18,716	4.1%	112,636	24.5%	$33.38	6.4%	22.0%
2016	22	172,426	37.6%	285,062	62.1%	$15.40	27.1%	49.1%
2017	21	55,219	12.0%	340,281	74.1%	$41.90	23.6%	72.8%
2018	10	31,926	7.0%	372,207	81.1%	$39.09	12.8%	85.5%
2019	2	2,814	0.6%	375,021	81.7%	$55.19	1.6%	87.1%
2020	3	6,750	1.5%	381,771	83.2%	$23.78	1.6%	88.8%
2021	4	3,803	0.8%	385,574	84.0%	$68.52	2.7%	91.4%
2022	2	1,278	0.3%	386,852	84.3%	$167.99	2.2%	93.6%
2023	2	22,964	5.0%	409,816	89.3%	$23.10	5.4%	99.0%
Thereafter	2	14,804	3.2%	424,620	92.5%	$6.42	1.0%	100.0%
Vacant	NAP	34,306	7.5%	458,926	100.0%	NAP	NAP
Total / Wtd. Avg.	111	458,926	100.0%			$23.05	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 or the site plan.

(2)	Specialty Leasing consists of unaffiliated tenants that have lease terms of less than one year.

The Loan. The Coastland Center Loan (the “Coastland Center Loan”) is a fixed rate loan secured by the borrower’s fee simple and leasehold interest in the 458,926 square foot regional mall located at 1900 Tamiami Trail North in Naples, Florida (the “Coastland Center Property”) with an original principal balance of $130.0 million. The leasehold interest is secured by a small outparcel comprising 16,492 square feet. The Coastland Center Loan has a 10-year term and amortizes on a 30-year schedule. The Coastland Center Loan accrues interest at a fixed rate equal to 3.7600% and has a cut-off date balance of approximately $129.6 million. Loan proceeds were used to recapitalize the sponsor for paying off the previous loan for approximately $115.0 million, giving the borrower a return of equity of approximately $12.8 million. Based on the appraised value of $233.0 million as of October 18, 2012, the cut-off date LTV is 55.6% and the remaining implied equity is $103.0 million. Based on the “As Stabilized” appraised value of $264.0 million as of February 1, 2015, the “As Stabilized” LTV is 49.1%. The most recent prior financing of the Coastland Center Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$130,000,000	100.0%	Previous Debt(1)	$115,000,000	88.5%
			Reserves	$1,163,680	0.9%
			Closing Costs	$1,066,271	0.8%
			Return of Equity	$12,770,049	9.8%
Total Sources	$130,000,000	100.0%	Total Uses	$130,000,000	100.0%

(1)	The sponsor paid off the previous loan amount of $115.0 million in August 2012 as part of a portfolio recapitalization and the Coastland Center Property was unencumbered prior to this financing.

B-27

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

The Borrower / Sponsor. The borrower, Coastland Center, 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 the nonrecourse carve-out guarantor is GGPLP L.L.C.

GGPLP L.L.C. is a subsidiary of General Growth Properties, Inc (“GGP”). GGP is one of the largest real estate investment trusts in the United States and has owned, managed and redeveloped regional malls through the United States and Brazil for over 50 years. GGP currently owns or has an interest in 143 regional shopping malls, comprising approximately 135 million square feet of space.

GGP filed for Chapter 11 bankruptcy protection in April 2009 as a result of disruption in the CMBS markets leading to its inability to refinance its maturing CMBS debt. Coastland Center was not part of the Chapter 11 filing. Per the Plan of Reorganization, GGP split into two publicly traded companies (New GGP and Howard Hughes Corporation), representing a separation of stable, income-producing malls from master planned communities and real estate development opportunities. GGP received a $6.8 billion equity investment that was used to repay all creditors. In November 2010, GGP raised equity and was able to exit bankruptcy.

The Property. Coastland Center Property consists of 458,926 collateral square feet of a 925,395 square foot single-level, enclosed regional mall located in the northwest portion of the Naples metropolitan statistical area in southwest Florida. The Coastland Center Property collateral excludes 466,469 sq. ft. of anchor space owned by Dillard’s, Macy’s, and Sears, and is 92.5% occupied as of September 30, 2012. The Coastland Center Property was built in 1977 and renovated in 2007 for approximately $26.6 million ($58 PSF), which included interior refurbishments, a redeveloped exterior streetscape and re-merchandising smaller suites. In addition, there are 4,354 parking spaces across three parking structures for a parking ratio of 4.71 spaces per 1,000 sq. ft. based on total square feet.

The subsequent chart represents historical sales PSF at the Coastland Center Property. Since 2009, mall shop sales (both inline and major tenants) have grown 9.9% from $322 PSF in 2009 to the trailing-12 September 2012 sales of $354 PSF, with occupancy averaging 90.3% during this same time period.

Historical Sales PSF(1)
	2009	2010	2011	T-12 Sept. 2012	2012 National Average	T-12 Sept. Occ. Cost
JC Penney	$135	$140	$144	$144	$128	3.5%
Dillard’s	$159	$170	$176	$176	$119	0.1%
Macy’s	$191	$204	$211	$211	$162	0.2%
Sears	$101	$108	$108	$108	$154	0.5%

Major Tenants (>10,000 Sq. Ft.)	$393	$414	$413	$407	NAP	NAP

In-Line Tenants(2)	$312	$329	$345	$347	NAP	16.6%

(1)	Historical Sales PSF is based on historical operating statements provided by the borrower.

(2)	Approximately 91.4% of inline tenants report sales.

Environmental Matters. The Phase I environmental report dated October 18, 2012, recommended no further action at the Coastland Center Property.

The Market. The Coastland Center Property is located in the Naples metropolitan statistical area in southwest Florida. The property is located near the western end of the City of Naples. The immediate neighborhood is close to 100% built-up, and Naples High School, Fleischmann Park and the Naples Zoo are all in close proximity to the Coastland Center Property. Tamiami Trail is one of the primary retail streets in Naples with multiple local shopping centers. Between 2000 and 2012, the population within the primary trade area (10-mile radius) increased at a compound annual rate of 1.98%, higher than the national average during the same period of 0.89%. The average household income in the primary trade area is approximately $87,947.

The Coastland Center Property is located in the Collier County market within the Southwest Florida region. As of Q3 2012, the mall category consists of ten lifestyle centers, regional malls and super-regional malls totaling approximately 7.8 million sq. ft. with average vacancy of 2.8%. Within the Collier County market, there are four properties totaling approximately 2.3 million sq. ft. with a vacancy of 5.7%. The Coastland Center Property is the only mall within the Naples submarket, and has anchor exclusivity for Macy’s and Sears.

B-28

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

The primary competitor for the Coastland Center Property is Waterside Shoppes, located three miles north on Tamiami Trail and composed of luxury retailers such as Ann Taylor, Burberry, Louis Vuitton, Van Cleef & Arpels, Saks Fifth Avenue and Nordstrom. Waterside Shops focuses on high-end consumers with retail and restaurant tenants that have higher price points. In contrast, the Coastland Center Property is a more traditional mall with a middle income appeal that presents a lower priced alternative to Waterside’s high-end retailers. Coconut Point and Gulf Coast Town Center are both regional power centers but are more than seventeen miles away from the Coastland Center Property. The Mercato and Miromar Outlets are considered to be secondary competition.

Competitive Set(1)
Name	Coastland Center Property	Waterside Shoppes	Coconut Point	Gulf Coast Town Center	The Mercato	Miromar Outlets
Distance from Subject	NAP	3 miles	18 miles	28 miles	5 miles	27 miles
Property Type	Super Regional Mall	Regional Mall	Regional Mall	Regional Mall	Lifestyle Center	Outlet Center
Year Built / Renovated	1977 / 2007	1992 / 2006	2006	2007	2008	1998 / 2006
Total Occupancy(2)	96%	96%	97%	91%	70%	98%
Size (Sq. Ft.)(2)	925,395	355,664	1,200,000	1,168,171	327,772	521,240
Anchors / Major Tenants	Dillard’s, Sears, Macy’s, JCPenney,	Saks Fifth Avenue, Nordstrom	Dillard’s, Target, Hollywood Theaters 16, Best Buy	Belk, JC Penney, Bass Pro Shop, Target	Silver Spot Cinemas, Whole Foods, Books A Million	Bloomingdale’s Outlet; Neiman Marcus Last Call, Saks Fifth Ave Off Fifth, Polo Ralph Lauren

(1)	Source: Appraisal

(2)	Total Occupancy and Size (Sq. Ft.) include all anchor tenants.

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	2011	T-12 8/31/2012	U/W	U/W PSF
Base Rent(1)	$10,856,140	$9,581,874	$9,507,405	$9,468,302	$9,988,010	$21.76
Specialty Leasing	1,851,590	1,645,755	1,804,864	1,847,643	1,847,643	4.03
Value of Vacant Space	0	0	0	0	1,161,485	2.53
Gross Potential Rent	$12,707,731	$11,227,628	$11,312,269	$11,315,945	$12,997,139	$28.32
Total Recoveries	5,315,731	5,000,676	4,721,313	4,745,181	5,078,777	11.07
Total Other Income	1,754,050	1,786,547	1,341,789	1,461,113	1,367,572	2.98
Less: Bad Debt	0	(95,749)	(458,047)	0	0	0.00
Less: Mark to Market(2)	0	0	0	0	(639,420)	(1.39)
Less: Vacancy(3)	0	0	0	0	(1,161,485)	(2.53)
Effective Gross Income	$19,777,511	$17,919,102	$16,917,324	$17,522,239	$17,642,583	$38.44
Total Operating Expenses	4,701,600	4,604,231	4,543,224	4,571,405	4,818,200	10.50
Net Operating Income	$15,075,911	$13,314,870	$12,374,100	$12,950,834	$12,824,383	$27.94
TI/LC	0	0	0	0	325,950	0.71
Capital Expenditures	0	0	0	0	114,732	0.25
Net Cash Flow	$15,075,911	$13,314,870	$12,374,100	$12,950,834	$12,383,701	$26.98

(1)	U/W Base Rent includes $146,882 in contractual step rent through January 2014.

(2)	U/W Mark to Market represents 3.3% of gross income.

(3)	U/W Vacancy represents 6.0% of gross income and is based on current economic vacancy.

Property Management. The Coastland Center Property is self-managed.

Lockbox / Cash Management. The Coastland Center Loan is structured with a hard lockbox and springing cash management. All rents and other payments are required to be deposited directly into a clearing account controlled by lender, and are then required to be transferred to an account controlled by the borrower until the occurrence of a Trigger Period, as defined below. Additionally, all excess cash is required to be swept into a lender controlled account during a Cash Sweep Event Period, as defined below.

B-29

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

A “Trigger Period” will begin upon the first to occur of (i) a Cash Sweep Event Period, (ii) DSCR falls below 1.25x or (iii) an event of default under the mezzanine loan documents, and such Trigger Periods will end (A) with respect to a Trigger Period continuing pursuant to clause (i), upon the end of the Cash Sweep Event Period, (B) with respect to a Trigger Period continuing due to clause (ii), the DSCR is greater than 1.25x for two consecutive quarters and (C) with respect to a Trigger Period continuing due to clause (iii) receipt of a notice from the mezzanine lender in question to the effect that the applicable default has been cured or waived.

A “Cash Sweep Event Period” will commence upon the occurrence of (i) an event of default under the loan documents or (ii) a bankruptcy action of the borrower, guarantor or property manager (if one is appointed), and such Cash Sweep Event Period will end upon, (A) with respect to a Cash Sweep Event Period continuing pursuant to clause (i), the date the event of default has been cured and such cure has been accepted by the Lender or (B) with respect to a Cash Sweep Event Period continuing pursuant to clause (ii), (1) the date the bankruptcy action has been discharged, stayed or dismissed or (2) with respect to guarantor or property manager (if one is appointed), upon the replacement of such guarantor or property manager (if one is appointed) in accordance with the Coastland Center Loan documents.

Initial Reserves. At closing, the borrower deposited $1,163,680 into the TI/LC reserve account.

Ongoing Reserves. During a Trigger Period, the borrower will be required to make monthly reserve deposits of (i) 1/12 of the estimated annual real estate taxes into a tax reserve account, (ii) 1/12 of the annual insurance premiums into an insurance reserve account, (iii) $9,943 into a capital expenditure account, subject to a cap of $119,321 (iv) $27,917 into a TI/LC reserve account subject to a cap of $335,005, and (v) the monthly ground rent amount into the ground rent reserve.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. The borrower is permitted to obtain future mezzanine debt secured by direct or indirect ownership interests in the borrower from and after June 1, 2013, subject to the satisfaction of certain requirements and conditions, including, among other things, (i) a combined LTV equal to or less than 53.0%, (ii) a combined DSCR equal to or greater than 1.92x.

Partial Release. Upon 30 days prior notice, the borrower may obtain the release of any vacant, non-income producing, unimproved parcel provided, among other conditions, (i) there is no event of default, (ii) the release property is not necessary for the remaining property to comply with zoning or legal requirements, (iii) the release does not affect any rating agency downgrade and (iv) the release will not result in an LTV that does not comply with REMIC guidelines.

Substitution of Collateral. The borrower may substitute newly acquired parcels and obtain the release of one or more of the parcels currently securing the Coastland Center Loan provided, among other conditions, (i) there is no event of default, (ii) the exchanged parcel is vacant, non-income producing and unimproved, (iii) the substitute parcel is reasonably equivalent in use, value and condition to the release parcel and (iv) the substitute parcel complies with all REMIC, tax and zoning laws.

Acquired Expansion Parcels. The borrower has the right, at its own expense, to acquire one or more parcels to become additional collateral for the Coastland Center Loan whereupon, after amending the mortgage, such parcel will constitute a portion of the Coastland Center Property. Such expansion is only permitted if, among other requirements and conditions, such expansion does not adversely affect the DSCR with respect to the Coastland Center Loan (except in a de minimis manner, as determined by lender).

Ground Lease. A small outparcel located at the Coastland Center Property is subject to a long term ground lease from Sears, Roebuck and Co (“Sears”), as ground lessor, to the borrower, as ground lessee. The borrower subleases the ground lease parcel to The Cheesecake Factory Restaurants, Inc (“Cheesecake Factory”). The ground lease commenced in December 2004 and expires in December 2046. The monthly ground rent is equal to 50.0% of the rent paid to the borrower by Cheesecake Factory (or any future sublease tenant). Cheesecake Factory pays percentage rent in the amount of 4.00% of total sales. Cheesecake Factory had average sales of $7.2 million ($694 PSF)over the past three years, with an average ground rent payment of $140,536 over the same period. The total percentage rent and recoveries received from Cheesecake Factory account for approximately 1.9% of underwritten total gross income from the Coastland Center Property. Sears has the right to terminate the ground lease if the borrower fails to operate a Cheesecake Factory for 12 consecutive months, and does not enter into a substitute sublease for the operation of a restaurant within 20 months of notice from Sears. In addition, the ground lease does not contain all of the lender-protection covenants that are often included in ground leases, and as such, Cheesecake Factory income was underwritten similar to a license agreement.

B-30

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

Site plan based on information provided by the borrower as of September 30, 2012.

B-31

1900 Tamiami Trail North

Naples, FL 34102

Collateral Asset Summary – Loan No. 3

Coastland Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$129,622,035

55.6%

1.71x

9.9%

B-32

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-33

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

B-34

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

Mortgage Loan Information			Property Information
Loan Seller:	LCF		Single Asset / Portfolio:	Portfolio
Loan Purpose:	Refinance		Property Type:	Full Service Hotel
Sponsor:	Innisfree Hotels, Inc.		Collateral:	Leasehold
Borrower:	Fulford Harbour, LLC,		Location:	Pensacola, FL
	Sunrise Hospitality of Pensacola		Year Built / Renovated:	Various
	Beach Limited Liability Company		Rooms:	481
Original Balance:	$69,000,000		Property Management:	Innisfree Hotels, Inc.
Cut-off Date Balance:	$68,925,010		Underwritten NOI(4):	$8,388,617
% by Initial UPB:	4.6%		Underwritten NCF(4):	$7,335,381
Interest Rate:	4.9040%		“As-is” Appraised Value:	$126,000,000
Payment Date:	6th of each month		“As-is” Appraisal Date:	September 1, 2012
First Payment Date:	January 6, 2013		“As Stabilized” Appraised Value(5):	$140,400,000
Maturity Date:	December 6, 2022		“As Stabilized” Appraisal Date(5):	September 1, 2015
Amortization:	360 months
Additional Debt(1):	$12,999,998 Mezzanine Loan		Historical NOI(6)
	Future Mezzanine Debt Permitted		Most Recent NOI:	$8,682,267 (September 30, 2012)
Call Protection(2):	L(36), YM1(80), O(4)		2011 NOI:	$6,921,630 (December 31, 2011)
Lockbox / Cash Management:	Hard / Springing		2010 NOI:	$3,876,684 (December 31, 2010)
			2009 NOI:	$3,850,491 (December 31, 2009)
Reserves(3)
	Initial	Monthly	Historical Occupancy(6)(7)
Taxes:	$446,548	$49,616	Current Occupancy:	66.2% (September 30, 2012)
Insurance:	$236,989	$59,247	2011 Occupancy:	67.3% (December 31, 2011)
FF&E:	$0	4% of prior month’s gross	2010 Occupancy:	69.0% (December 31, 2010)
		revenue	2009 Occupancy:	66.7% (December 31, 2009)
Seasonality:	$1,079,000	Per Schedule	(1) See “Current Mezzanine or Subordinate Indebtedness” and “Future Mezzanine or Subordinate Indebtedness Permitted” herein. (2) Partial prepayment is permitted prior to the expiration of the lockout period in connection with the release of a property from cross-collateralization, as described below under “Partial Release”. (3) See “Initial Reserves” and “Ongoing Reserves” herein. (4) Historically, a portion of real estate taxes have been reimbursed by Escambia County. A portion of such reimbursements is included in the Underwritten NOI and Underwritten NCF. However, there is no assurance Escambia County will continue to make such reimbursements. Excluding such reimbursements, the Underwritten NOI and Underwritten NCF would be $8,276,740 and $7,223,504, respectively. (5) The “As Stabilized” LTV is 49.1% based on achieving a stabilized occupancy of 73.0% at the Hilton Pensacola Beach Property and 75.0% at the Holiday Inn Resort Pensacola Beach Property. (6) The historical NOI and Occupancy includes operations for the Hilton Pensacola Beach from January 2009 through September 2012 and for the Holiday Inn Resort from the date of opening in February 2011 through September 2012. (7) The Historical Occupancy figures shown above are based on the borrower’s historical operating statements and represent the number of rooms occupied divided by the actual number of rooms available for the 12-month period ending on the specified date.
Ground Rent:	$0	Springing
PIP:	$0	Springing

Financial Information
	Mortgage Loan	Total Debt
Cut-off Date Balance / Room:	$143,295	$170,322
Balloon Balance / Room:	$117,553	$143,470
Cut-off Date LTV:	54.7%	65.0%
Balloon LTV:	44.9%	54.8%
Underwritten NOI DSCR:	1.91x	1.41x
Underwritten NCF DSCR:	1.67x	1.23x
Underwritten NOI Debt Yield:	12.2%	10.2%
Underwritten NCF Debt Yield:	10.6%	9.0%

Property Summary
Property Name	Location	Rooms	Year Built / Renovated	Allocated Loan Amount	Appraised Value	Occupancy(1)
Hilton Pensacola Beach	Pensacola, FL	275	2003 / 2007	$39,500,000	$66,800,000	68.6%
Holiday Inn Resort Pensacola Beach	Pensacola, FL	206	2011 / NAP	29,500,000	59,200,000	63.0%
Total / Wtd. Average:		481		$69,000,000	$126,000,000	66.2%

(1) Average occupancy for the trailing 12 months ended September 30, 2012.

B-35

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

Historical Occupancy, ADR, RevPAR(1)
	Hilton Pensacola Beach			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2008	65.5%	$166.56	$109.11	55.5%	$112.83	$62.65	118.0%	147.6%	174.2%
2009	66.9%	$161.83	$108.33	64.2%	$113.46	$72.84	104.3%	142.7%	148.7%
2010	69.2%	$154.12	$106.61	66.1%	$116.89	$77.31	104.6%	131.8%	137.9%
2011	68.9%	$165.40	$113.90	62.9%	$118.82	$74.70	109.5%	139.2%	152.5%
T-12(2)	69.1%	$175.59	$121.34	63.1%	$108.69	$68.56	109.6%	161.6%	177.0%

(1)	Per hospitality research report dated August 2012.

(2)	Based on trailing twelve-month through August 31, 2012

Historical Occupancy, ADR, RevPAR(1)
	Holiday Inn Pensacola Beach			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011(2)	64.8%	$155.14	$100.46	66.9%	$160.23	$107.15	96.8%	96.8%	93.8%
T-12(3)	62.2%	$165.29	$102.89	67.3%	$168.09	$113.09	92.5%	98.3%	91.0%

(1)	Per hospitality research report dated August 2012.

(2)	The Property opened in February 2011.

(3)	Based on trailing twelve-month through August 31, 2012.

Primary Competitive Set(1)
Property	# of Rooms	Year Opened	Meeting Space (Sq. Ft.)	2011 Occupancy	2011 ADR	2011 RevPAR
Hilton Pensacola Beach	275	2003	16,054	68.9%	$165.40	$113.90
Holiday Inn Resort Pensacola Beach	206	2011	4,515	64.8%	$155.14	$100.46
Holiday Inn Express Pensacola Beach	76	1989	1,200	70-75%	$155-160	N/A
Hampton Inn Pensacola Beach(2)	181	1995	4,400	70-75%	$135-140	N/A
Springhill Suites Pensacola Beach	117	2002	1,800	70-75%	$135-140	N/A
Margaritaville Beach Hotel	162	2010	1,700	45-50%	$200-205	N/A

(1)	Per the Appraisal and hospitality research reports.

(2)	The Hampton Inn Pensacola Beach is owned by an affiliate of the borrowers.

The Loan. The Innisfree Pensacola Beach Hotel Portfolio loan (the “Innisfree Pensacola Beach Hotel Portfolio Loan”) is a fixed rate loan secured by the borrowers’ ground leasehold interest in two full-service beachfront hotels, including a 275-room Hilton and a 206-room Holiday Inn Resort, both located in Pensacola, Florida (the “Innisfree Pensacola Beach Hotel Portfolio Properties”) with an original principal balance of $69.0 million. The Innisfree Pensacola Beach Hotel Portfolio Loan has a 10-year term and amortizes on a 30-year schedule. The Innisfree Pensacola Beach Hotel Portfolio Loan accrues interest at a fixed rate equal to 4.9040% per annum and has a Cut-off Date Balance of approximately $68.9 million. First mortgage loan proceeds along with mezzanine financing of $13.0 million and approximately $5.6 million of cash equity from the borrowers were used to retire prior existing debt of approximately $84.9 million and pay closing costs and fund reserves. Based on the “As-is” appraised value of $126.0 million as of September 1, 2012, the Cut-off Date LTV is 54.7% and the remaining implied equity is $44.1 million. Based on the “As Stabilized” appraised value of $140.4 million as of September 1, 2015, the “As Stabilized” LTV is 49.1%. The most recent prior financing of the Innisfree Pensacola Beach Hotel Portfolio Properties was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Senior Debt	$69,000,000	78.8%	Loan Payoff	$84,937,496	97.0%
Mezzanine Debt	$13,000,000	14.8%	Closing Costs	$892,967	1.0%
Borrower Equity	$5,593,000	6.4%	Escrows at Closing	$1,762,537	2.0%
Total Sources	$87,593,000	100.0%	Total Uses	$87,593,000	100.0%

B-36

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

The Borrower / Sponsor. The borrowers, Fulford Harbour, LLC and Sunrise Hospitality of Pensacola Beach Limited Liability Company, are both Florida limited liability companies structured to be bankruptcy-remote, each with two independent directors in their respective organizational structures. The sponsor for the Innisfree Pensacola Beach Hotel Portfolio Loan is Innisfree Hotels, Inc. (“Innisfree”). Julian MacQueen, who founded Innisfree in 1985, is the nonrecourse carve-out guarantor.

Innisfree is a closely held and managed hotel operator, with the majority of the members of the senior management team having worked with Innisfree for over 10 years, and many for over 20 years. Innisfree focuses on hospitality properties within the Gulf region and currently owns and manages eight hotels in the region totaling 1,248 rooms. In addition to the owned hotel portfolio, Innisfree provides third-party management services for four properties totaling 442 rooms. Innisfree has additionally provided hotel management expertise to the Resolution Trust Company and Bear Stearns and most recently has been appointed receiver for several hotels by Rialto Capital.

The Properties. The Hilton Pensacola Beach property is a 275-room full-service beachfront hotel completed in 2003 and expanded in 2007. The 2007 expansion included a new 91-room tower, completed to condominium-level finish, featuring large 1, 2 and 3-bedroom suites. The Hilton franchise agreement runs through February 2028. The franchise agreement for the Hilton Pensacola Beach property stipulates a monthly royalty fee of five percent (5%) of the hotel’s gross rooms revenue and a monthly program fee equal to four percent (4%) of the hotel’s gross rooms revenue. The monthly program fees may be increased by Hilton on a portfolio-wide basis by as much as one percent (1%) per annum, or by up to five percent (5%) during the term of the agreement. Amenities at the Hilton include an outdoor pool with whirlpool, fitness room, business center, gift shop, two full-service restaurants including a Cajun-Asian Bistro called “H20” and Bonsai Sushi and Lounge. Additionally, there is a casual beach bar located between the pool deck and beach called Latitudes. The Hilton Pensacola Beach property additionally benefits from over 16,000 sq. ft. of meeting space. The Hilton Pensacola Beach property is in the process of completing a $1.5 million upgrade which includes all new case goods, furniture, bedding, flooring, window treatments and televisions.

The Holiday Inn Resort Pensacola Beach property is a 206-room full service beach front hotel completed in 2011. The Holiday Inn franchise agreement expires in February 2021. The franchise agreement for the Holiday Inn Resort Pensacola Beach property stipulates a monthly franchise fee of five percent (5%) of the hotel’s gross rooms revenue. Along with the base franchise fee the franchisor charges a “Services Contribution” fee of two and a half percent (2.5%) of the hotel’s gross rooms revenues. There is also a marketing and technology fee of $11.91 per guest room per month. Amenities at the Holiday Inn Resort property include an outdoor pool with lazy river, indoor pool, fitness center, business center, a full service restaurant called Riptides Sports Grill, a poolside “tiki bar” and 4,515 sq. ft. of meeting space. The borrower also leases, and subleases out an Aveda Spa located across Via De Luna from the Holiday Inn Resort Pensacola Beach. Guestroom amenities include HD LCD televisions, microwaves, mini-refrigerators and other amenities typical for full service hotels of similar quality. The two Innisfree Pensacola Beach Hotel Portfolio Properties are located adjacent to each other in Pensacola, Florida and benefit from direct beach access as well as beach views through the majority of the rooms. The Innisfree Pensacola Beach Hotel Portfolio Properties were developed by the sponsor.

Affiliates of the borrowers own the Hampton Inn Pensacola Beach also located at Pensacola Beach, a mortgage loan secured by which was included in the JPMCC 2012-C6 securitization. In addition, affiliates of the borrowers own a development parcel located in Pensacola Beach adjacent to the Innisfree Pensacola Beach Hotel Portfolio Properties. The borrowers have covenanted not to permit the development of such parcel with a lodging facility described as “Luxury”, “Upper Upscale”, or “Upscale (excluding suite style facilities) pursuant to the STR Global 2012 U.S. Chain Scales.

Environmental Matters. The Phase I environmental reports dated October 19, 2012 recommended no further action at the Innisfree Pensacola Beach Hotel Portfolio Properties.

The Market. The City of Pensacola is the westernmost city on the Florida Panhandle. The Innisfree Pensacola Beach Hotel Portfolio Properties are situated on Via De Luna Drive, which is the main thoroughfare in Pensacola. Pensacola Beach is located on Santa Rosa Island, within Escambia County in Florida. Tourism in the panhandle region of the Gulf Coast is driven by the miles of white sand beaches and warm Gulf waters. Pensacola’s beaches are located just south of downtown Pensacola on Perdido Key and Santa Rosa Island. Perdido Key stretches 16 miles from Orange Beach, Alabama to Santa Rosa Island, Florida. Santa Rosa Island is a 40-mile barrier island that is home to the communities of Pensacola Beach, Navarre Beach and Okaloosa Island. The Pensacola Bay Bridge connects downtown Pensacola to the most developed community on the barrier island, Pensacola Beach. All of the aforementioned beaches are open to the public.

The majority of the demand is generated during the summer months between May and September. In July, the area plays host to the Pensacola Beach Air Show featuring civilian and military aircraft including the Blue Angels. Also the DeLuna Fest takes place on the beach in October with over 80 musical acts played over the 3 days. Visitation at nine area attractions tracked by the Pensacola

B-37

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

Chamber of Commerce was 7,464,370 through the first 9 months of 2012, 20.2% higher than that for 2011. Visitation levels had been flat or down in prior years as a result of the recession and British Petroleum oil spill during the peak months of 2010. Over the same 9-month period, lodging revenues across Pensacola increased 11% over the same period of 2011. Top origins of visitors to the area include Alabama, Mississippi, Louisiana, Georgia and Indiana. Top metropolitan areas include Atlanta, Birmingham, Memphis, Mobile and New Orleans.

The government sector provides a majority of the jobs for the Pensacola area with private sector companies dominated by health care services. Private businesses in the Pensacola area include Sacred Heart Health System, Baptist Health Care, Lakeview, Gulf Power Company and Ascend Performance Materials.

The market has shown stability over the past several years, with a slight downturn in 2010 attributable to the British Petroleum oil spill. While minimal oil was found on the Pensacola Beach shores, the fear of such spills had a negative effect on leisure demand during the peak 2010 summer season. Even so, the 2010 market RevPAR of $95.59 was only a 6.6% decline from 2009.

Cash Flow Analysis.

Cash Flow Analysis(1)
	2010	2011	T-12 9/30/2012	U/W	U/W per Room
Occupancy	69.0%	67.3%	66.2%	66.2%
ADR	$154.14	$162.30	$173.17	$173.17
RevPAR	$106.31	$109.19	$114.62	$114.62

Room Revenue	$10,671,149	$17,932,736	$20,179,171	$20,124,037	$41,838
F&B Revenue	4,011,937	5,361,148	5,457,105	5,442,195	11,314
Other Revenue	515,323	628,443	766,755	764,660	1,590
Total Revenue	$15,198,409	$23,922,327	$26,403,031	$26,330,892	$54,742
Operating Expenses(2)	5,663,117	8,651,532	8,881,608	8,857,341	18,414
Undistributed Expenses	4,846,681	7,354,873	7,831,095	7,825,670	16,270
Gross Operating Profit	$4,688,611	$7,915,922	$9,690,328	$9,647,880	$20,058
Total Fixed Charges	811,927	994,292	1,008,061	1,259,263	2,618
Net Operating Income	$3,876,684	$6,921,630	$8,682,267	$8,388,617	$17,440
FF&E	0	0	0	1,053,236	2,190
Net Cash Flow	$3,876,684	$6,921,630	$8,682,267	$7,335,381	$15,250

(1)	The historical NOI and occupancy includes operations for the Hilton Pensacola Beach property from January 2009 through September 2012 and for the Holiday Inn Resort property from the date of opening in February 2011 through September 2012.

(2)

Historically, a portion of real estate taxes have been reimbursed by Escambia County. A portion of such reimbursements is included in the Underwritten NOI and Underwritten NCF. However, there is no assurance Escambia County will continue to make such reimbursements. Excluding such reimbursements, the Underwritten NOI and Underwritten NCF would be $8,276,740 and $7,223,504, respectively. .

Property Management. The Innisfree Pensacola Beach Hotel Portfolio Properties are managed by Innisfree Hotels, Inc., an affiliate of the borrowers.

Lockbox / Cash Management. The Innisfree Pensacola Beach Hotel Portfolio Loan is structured with a hard lockbox and springing cash management. In place cash management will be required upon (i) an event of default under the first mortgage, mezzanine loan or the property management agreement, (ii) if the DSCR, including mezzanine loan debt service, falls below 1.10x, (iii) if the manager becomes insolvent and/or files for bankruptcy, or (iv) a Sunrise Franchise Trigger Event (described below). An excess cash sweep is required (i) upon an event of default under the first mortgage or the property management agreement, (ii) if the DSCR, including mezzanine loan debt service, falls below 1.05x, (iii) if the manager becomes insolvent and/or files for bankruptcy, or (iv) upon a Sunrise Franchise Trigger Event (described below). Cash management and or excess cash sweep will cease upon a cure of the triggering event as set forth in the Innisfree Pensacola Beach Hotel Portfolio Loan documents.

Initial Reserves. At closing, the borrowers deposited (i) $446,548 into a real estate tax reserve account, (ii) $236,989 into an insurance reserve account, and (iii) $1,079,000 into a seasonality reserve account.

B-38

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

Ongoing Reserves. On a monthly basis, the borrowers are required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $49,616, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $59,247, into an insurance reserve account, and (iii) 4.0% of monthly gross revenues for the prior month into an FF&E reserve account. If any of the Innisfree Pensacola Beach Hotel Portfolio Properties are subject to an approved premium finance arrangement (which is currently the case), the lender is required to release, absent an event of default, a portion of the insurance reserve allocable to the required payment under such agreement upon receipt of evidence that the borrowers have paid such amount for the succeeding quarterly period.

A seasonality reserve was established at closing to fund reserve payments, operating shortfalls, first mortgage debt service, and mezzanine loan debt service during low season at the Innisfree Pensacola Beach Hotel Portfolio Properties. During the term of the Innisfree Pensacola Beach Hotel Portfolio Loan, the borrowers are required to make monthly deposits into the seasonality reserve during the high season months based upon the following schedule: June - $580,000, July - $830,000, August - $990,000 and September - $320,000, with a cumulative amount of $2,720,000 being swept during the high season months. The borrowers will be permitted to draw from the seasonality reserve during the low season months, to the extent funds are available, based upon the following schedule: October - $254,000, November - $626,000, December - $761,000, January - $701,000 and February - $378,000. The required deposits and draws to be made under the Seasonality Reserve may be reassessed annually based on the performance of the Innisfree Pensacola Beach Hotel Portfolio Properties.

Because ground rent percentage rent has been and is currently included as a SRIA (as defined below) fee on all hotel guest billings, no ongoing reserves are required for the monthly percentage rent due under the ground lease. Throughout the term of the Innisfree Pensacola Beach Hotel Portfolio Loan, on a monthly basis, the borrowers must show proof of payment of the monthly percentage rent due under the ground lease. In the event the borrowers do not pay monthly percentage rent under the ground lease, the lender may commence reserving funds on a monthly basis to pay ground rent directly and use such reserve to pay ground rent to the ground lessor. The mortgage loan is recourse to the borrowers and Julian MacQueen in connection with any failure to pay ground rent to the extent of any losses incurred by the lender.

The franchise agreement for the Holiday Inn Resort property expires on February 25, 2021. On the date that is 24 months prior to the expiration of the franchise agreement (a “Sunrise Franchise Trigger Event”), all excess cash flow will be swept into a PIP Reserve. The excess cash flow sweep will continue until such time as one of the following events (each a “Sunrise Franchise Cure Event”) has occurred: (i) the existing franchise agreement is extended for a term of at least ten years under an extension agreement in form and substance acceptable to lender and an amount equal to 125% of the cost of any PIP work, if required by the existing franchisor in connection with the extension agreement, is deposited in the PIP Reserve, with such amount determined based on 125% of the average of two cost bids for the PIP work obtained by lender at borrowers’ expense (the “Renewal PIP Reserve Amount”); or (ii) the borrowers have delivered a replacement franchise agreement in form and substance acceptable to lender for a term of at least ten years (together with an acceptable comfort letter) and, to the extent required by the replacement franchisor, an amount equal to 125% of the cost of the PIP work required under the replacement franchise agreement is deposited in the PIP Reserve, with such amount determined based on 125% of the average of two cost bids for the PIP work obtained by lender at borrowers’ expense (the “Replacement PIP Reserve Amount” and, together with the Renewal PIP Reserve Amount, collectively, the “PIP Reserve Amount”). Upon determination of the PIP Reserve Amount, the borrowers may request reallocation of funds held in the FF&E Reserve in excess of $1.25 million to such PIP Reserve. Funds in the PIP Reserve may be used to pay for all costs associated with the PIP. Upon a Sunrise Franchise Cure Event and completion of all required PIP work, any excess proceeds in the PIP Reserve will first be used to refill the FF&E Reserve to the extent funds were drawn from the FF&E Reserve, and any excess proceeds after refilling the FF&E Reserve will be released to the borrower so long as no event of default or sweep event shall have occurred and remain uncured.

Current Mezzanine or Subordinate Indebtedness. The mezzanine loan, originated by an affiliate of Ladder Capital Finance LLC, is coterminous with the first mortgage loan and carries an initial balance of $13.0 million, an interest rate of 11.500% per annum and a 30-year amortization schedule. The mezzanine loan is recourse, as to 50% of its outstanding principal balance, to the mezzanine borrowers and guarantor, Julian MacQueen. Mezzanine reserve deposits in an aggregate amount of $1,750,000 are required during the first two years of the mezzanine loan, to be funded from the first mortgage loan waterfall if a cash management period exists (which reserve deposits will be senior in priority to an excess cash sweep under the first mortgage loan (other than during an event of default under the first mortgage loan)). Such mezzanine reserve fund is soley for the benefit of the mezzanine lender and will not be available to the issuing entity.

Future Mezzanine or Subordinate Indebtedness Permitted. In the event of a sale of the Innisfree Pensacola Beach Hotel Portfolio Properties on or prior to the monthly payment date occurring in December 2019 and an assumption of the first mortgage, the new borrower may obtain new mezzanine debt subject to (i) the first mortgage lender’s review and approval, in its sole and absolute discretion, of the new mezzanine lender, new mezzanine terms, new mezzanine borrower structure, and the intercreditor agreement, (ii)

B-39

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

the total loan amount having a total debt NCF debt yield no less than 8.94%, a total debt DSCR no less than 1.23x, and a total debt LTV no greater than 65.0%, and (iii) receipt of a no-downgrade confirmation from the rating agencies.

Partial Release. The borrowers and mezzanine borrowers have the right to release either of the Innisfree Pensacola Beach Hotel Portfolio Properties (a “Release Property”) from the cross-collateralization to an unaffiliated permitted transferee in connection with the sale of such Release Property, provided certain conditions, including the following are met: (i) no event of default, (ii) first mortgage LTV of the Release Property no greater than 54.8%, (iii) first mortgage LTV of the remaining property no greater than 54.8%, (iv) first mortgage DSCR of the Release Property no less than 1.66x, (v) first mortgage DSCR of the remaining property no less than 1.66x, (vi) total debt LTV of the Release Property no greater than 65.0%, (vii) total debt LTV of the remaining property no greater than 65.0%, (viii) total debt DSCR of the Release Property no less than 1.23x, (ix) total debt DSCR of the remaining property no less than 1.23x, (x) first mortgage NCF debt yield of the Release Property no less than 10.63%, (xi) first mortgage NCF debt yield of the remaining property no less than 10.63%, (xii) total debt NCF debt yield of the Release Property no less than 8.94%, (xiii) total debt NCF debt yield of the remaining property no less than 8.94%, (xiv) the purchaser of the Release Property (or its owners, in the case of the mezzanine loan) assumes the first mortgage and mezzanine loan amounts allocable to the Release Property subject to the first mortgage lender's and mezzanine lender’s customary loan assumption requirements, and (xv) payment of all other costs and expenses of lender in connection with the release.

The release of either Innisfree Pensacola Beach Hotel Portfolio Property from the cross-collateralization (as detailed above) will require the first mortgage borrowers and the mezzanine borrowers to pay down the first mortgage loan and mezzanine loan, respectively, in an amount equal to 25% of the first mortgage and mezzanine loan allocated loan amounts for the Release Property. The first mortgage lender and mezzanine lender may each allocate the prepayment received by it pro-rata to the Release Property and to the remaining property in accordance with the relative values of the properties. Such prepayment of the first mortgage loan may be made prior to the expiration of the prepayment lockout period. The first mortgage borrowers will be responsible for any assumption fees and yield maintenance payment under the first mortgage loan associated with such release.

Ground Lease. The Innisfree Pensacola Beach Hotel Portfolio Properties are leased by borrowers pursuant to ground leases held by the Santa Rosa Island Authority (“SRIA”). The entirety of Pensacola Beach is owned by Escambia County, Florida and is under the direction of the SRIA. The ground lease for the Hilton Pensacola Beach property has an initial term expiring March 26, 2058, with one, 99-year renewal option. The ground lease for the Holiday Inn Resort Pensacola Beach property has an initial term expiring May 31, 2049, with one, 99-year renewal option. The ground leases provide that the leasehold owner, the borrowers, will pay percentage rent based upon a percentage of gross receipts from room revenues and other revenue sources (with a minimum annual payment of $5,500 for the Hilton Pensacola Beach property, and no minimum payment for the Holiday Inn Resort Pensacola Beach property). In addition, for the Hilton Pensacola Beach property, following a casualty and until restoration and resumption of business, minimum ground rent is due in the amount of $50,000 a year (for the first year), increasing for each six month period thereafter up to a final annualized amount equal to the greater of (i) $50,000 and (ii) the average of the three highest ground rents payable during the ten year period preceding the casualty. Monthly ground lease percentage rents from September 2011 through August 2012 ranged from $19,000 during the low season to $74,000 during the peak season for the Hilton Pensacola Beach property and from $6,000 to $50,000 for the Holiday Inn Resort Pensacola Beach property. It is noted that all percentage rent to become payable under the ground lease is currently a pass-through expense and is billed to hotel guests on their individual folios. This practice is in line with that of the other hotel properties along Pensacola Beach.

B-40

12 & 14 Via De Luna Drive

Pensacola, FL 32561

Collateral Asset Summary – Loan No. 4

Innisfree Pensacola Beach Hotel
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$68,925,010

54.7%

1.67x

12.2%

B-41

230 North Michigan Avenue

Chicago, IL 60601

Collateral Asset Summary – Loan No. 5

Hard Rock Hotel Chicago

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$47,946,721

52.3%

1.77x

13.9%

B-42

230 North Michigan Avenue

Chicago, IL 60601

Collateral Asset Summary – Loan No. 5

Hard Rock Hotel Chicago

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$47,946,721

52.3%

1.77x

13.9%

Mortgage Loan Information			Property Information
Loan Seller:	LCF		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Full Service Hospitality
Sponsor:	Becker Ventures, LLC		Collateral:	Fee Simple
Borrower:	HRHC Delaware, LLC		Location:	Chicago, IL
	HRH Chicago, LLC		Year Built / Renovated:	1929 / 2004
Original Balance:	$48,000,000		Rooms:	381
Cut-off Date Balance:	$47,946,721		Property Management:	BLM-Chicago, LLC
% by Initial UPB:	3.2%		Underwritten NOI:	$6,669,690
Interest Rate:	4.8130%		Underwritten NCF:	$5,342,594
Payment Date:	6th of each month		Appraised Value:	$91,600,000
First Payment Date:	January 6, 2013		Appraisal Date:	October 12, 2012
Maturity Date:	December 6, 2017		As Stabilized” Appraised Value(3):	$103,000,000
Amortization:	360 months		“As Stabilized” Appraisal Date(3):	November 1, 2016
Additional Debt:	None
Call Protection:	L(25), D(31), O(4)		Historical NOI
Lockbox / Cash Management:	Springing Hard / Springing		Most Recent NOI:	$6,603,975 (August 31, 2012)
			2011 NOI:	$5,327,249 (December 31, 2011)
Reserves(1)			2010 NOI:	$4,282,466 (December 31, 2010)
	Initial	Monthly	2009 NOI:	$2,724,122 (December 31, 2009)
Taxes:	$329,809	$65,962
Insurance:	$45,859	$15,286	Historical Occupancy(4)
FF&E(2):	$0	1/12 of 5% of Gross	Current Occupancy:	77.5% (August 31, 2012)
		Revenues	2011 Occupancy:	72.0% (December 31, 2011)
Required Repairs:	NAP	NAP	2010 Occupancy:	71.6% (December 31, 2010)
Debt Service Reserve:	$504,433	NAP	2009 Occupancy:	68.4% (December 31, 2009)
			(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) The FF&E Reserve is 1/12th of 5.0% of annual gross revenues or other such amount then required by franchisor, with a minimum of 4.0%. (3) The “As Stabilized” LTV is 46.6% based on achieving a stabilized occupancy of 77.0% and stabilized ADR of $217.80. (4) The Historical Occupancy figures shown above are based on the borrower’s historical operating statements and represent the number of rooms occupied divided by the actual number of rooms available for the 12-month period ending on the specified date.
Financial Information
Cut-off Date Balance / Room:	$125,844
Balloon Balance / Room:	$115,853
Cut-off Date LTV:	52.3%
Balloon LTV:	48.2%
Underwritten NOI DSCR:	2.20x
Underwritten NCF DSCR:	1.77x
Underwritten NOI Debt Yield:	13.9%
Underwritten NCF Debt Yield:	11.1%

Historical Occupancy, ADR, RevPAR(1)
	Hard Rock Chicago Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2009	67.5%	$161.63	$109.09	65.4%	$168.91	$110.47	103.2%	95.7%	98.8%
2010	71.0%	$168.61	$119.66	69.8%	$175.67	$122.71	101.6%	96.0%	97.5%
2011	72.6%	$172.34	$125.21	71.9%	$181.95	$130.87	101.0%	94.7%	95.7%
T-12 August 2012	77.8%	$175.62	$136.56	72.8%	$187.72	$136.70	106.8%	93.6%	99.9%

(1)	Per hospitality research report.

B-43

230 North Michigan Avenue

Chicago, IL 60601

Collateral Asset Summary – Loan No. 5

Hard Rock Hotel Chicago

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$47,946,721

52.3%

1.77x

13.9%

Primary Competitive Set(1)
Property	# of Rooms	Year Opened	Meeting Space (Sq. Ft.)	2011 Occupancy	2011 ADR	2011 RevPAR
Hard Rock Hotel Chicago	381	2004	8,437	73%	$172.72	$125.78
Allegro Chicago	483	1927	14,000	67%	$160.00	$107.20
Amalfi Hotel	215	2003	2,400	75%	$170.00	$127.50
Hotel Monaco Chicago	191	1958	4,100	76%	$183.00	$139.08
Hotel Sax Chicago	353	1998	6,208	66%	$169.00	$111.54
Renaissance Blackstone Chicago Hotel	332	2008	12,000	71%	$182.00	$129.22

(1)	Source: Appraisal

The Loan. The Hard Rock Hotel Chicago loan (the “Hard Rock Loan”) is a fixed rate loan secured by the borrower’s fee simple and leasehold interest in the 381-room full service hotel located at 230 North Michigan Avenue in Chicago, Illinois (the “ Hard Rock Property”) with an original principal balance of $48.0 million. The Hard Rock Loan has a five year term and amortizes on a 30-year schedule. The Hard Rock Loan accrues interest at a fixed rate equal to 4.8130% per annum and has a Cut-off Date Balance of approximately $47.9 million. Loan proceeds along with approximately $22.0 million of cash equity from the borrower were used to retire prior existing debt for $68.0 million. Based on the “As-is” appraised value of $91.6 million as of October 12, 2012, the Cut-off Date LTV is 52.3% and the remaining implied equity is approximately $43.6 million. Based on the “As Stabilized” appraised value of $103.0 million as of November 1, 2016, the “As Stabilized” LTV is 46.6%. The most recent financing of the Hard Rock Property was included in the JPMCC 2007-LD12 transaction.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$48,000,000	68.6%	Loan Payoff	$68,000,000	97.2%
Sponsor Equity	$21,967,383	31.4%	Reserves	$880,102	1.3%
			Closing Costs	$1,087,281	1.6%
Total Sources	$69,967,383	100.0%	Total Uses	$69,967,383	100.0%

The Borrower / Sponsor. The borrowers, HRHC Delaware, LLC (fee) and HRH Chicago, LLC (master tenant), are each single purpose limited liability companies structured to be bankruptcy-remote, with one independent director in its organizational structure. The sponsor of the borrowers and the nonrecourse carve-out guarantor is Becker Ventures, LLC (“Becker”). Founded in 1998 by Charles Becker, Becker is a private investment firm based in Grosse Pointe, MI. Prior to founding the company Mr. Becker was the Chairman and CEO of Becker Group, a global supplier of automotive interior components and systems with sales over $1.4 billion and 60 design, engineering, tooling and manufacturing facilities in 15 countries. In 1998 Becker Group was sold to Johnson Controls, Inc. Becker invests in real estate, hospitality, health and industrial manufacturing sectors through three primary branches: Becker Investments, Becker Hospitality and Becker Entertainment.

The Property. The Hard Rock Property is a 38-story full service hotel located in the Carbide & Carbon Building at 230 North Michigan Avenue (at the corner of North Michigan Avenue and East Wacker Place) in the central loop of Chicago, Illinois and was constructed in 1929 by architects Hubert and Daniel Burnham and later renovated in 2004. The Hard Rock Property was recognized as a City of Chicago Historic Landmark in 1996. The Hard Rock Property is well located in the heart of the central loop section of downtown Chicago and has excellent Michigan Avenue frontage, just south of Chicago’s magnificent mile, some of the most highly sought after retail space in Chicago. The Hard Rock Property is located on a 0.43 acre corner parcel and contains approximately 300,000 sq. ft., including 8,437 sq. ft. of meeting space.

The sponsor acquired the Hard Rock Property in 2002 and completed a $106 million conversation / renovation from its prior use as an office building with ground floor retail. Since opening as the Hard Rock Hotel in 2004 the sponsor has invested an additional $9.15 million in capital improvements.

The Hard Rock Property has 266 king rooms, 94 queen rooms, 8 studio suites, 12 one bedroom suites and 1 two bedroom suites. Given the conversion from a prior use, the Hard Rock Property has some of the largest rooms in the market with the average king room size of 400 sq. ft. Amenities at the Hard Rock Property include spa services, a Hard Rock gift shop, fully equipped fitness center, a business center and valet parking. Food and beverage operations at the Hard Rock Property are driven by the 81-seat Angels and

B-44

230 North Michigan Avenue

Chicago, IL 60601

Collateral Asset Summary – Loan No. 5

Hard Rock Hotel Chicago

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$47,946,721

52.3%

1.77x

13.9%

Kings bar located off the lobby and the newly opened 180-seat Chuck’s Manufacturing (“Chuck’s”). Chuck’s is approximately 4,000 sq. ft. and is located along the Hard Rock Property’s Michigan Avenue frontage.

The Hard Rock Property is currently operating under a Hard Rock International license agreement which expires on December 31, 2016. The license agreement includes a royalty fee of 5% of room revenue, 4% of F&B revenue excluding restaurant operations and 2% of food and beverage revenue from restaurant operations. Additional terms include a marketing fee of 1% of total revenue. Due to the expiring license agreement, the Hard Rock Loan has been structured with $5 million of recourse which burns off at such time as $5 million (less any amounts on deposit in the FF&E Reserve and any funds disbursed to the borrower to pay for work for franchise renewal or replacement purposes) of cash, or a letter of credit, has been funded into the PIP Reserve ($13,123/key).

Environmental Matters. The Phase I environmental report dated October 25, 2012 recommended no further action at the Hard Rock Property.

The Market. The Hard Rock Property is located within the central loop of Downtown Chicago and is located in the Carbide & Carbon Building on Michigan Avenue. The greater Chicago market surrounding the subject property offers an abundance of lodging properties, estimated at 134 hotels and motels offering approximately 37,400 guestrooms. These properties range from small, independently owned and operated motels, to large, convention-oriented full-service hotels that operate as part of a national hotel chain. Of this larger supply set, the subject property competes with a smaller set of hotels based on location, market position, and facilities. The subject’s directly competitive set comprises 22 properties containing 6,751 guestrooms, or approximately 18% of the total Chicago supply of hotel rooms.

Since 2010, occupancy levels have been robustly rebounding, exceeding the peaks of the prior ten years. Average rate trends have been more muted. Beginning in 2002, average rates increased dramatically from $146, reaching a peak of $213 in 2007. By 2009, as a result of discounting during the economic recessions, average rates had contracted to $161. Beginning in 2010, rates have been recovering steadily, and average rates are expected to finish 2012 above $180. The Hard Rock Property’s primary and secondary competitors averaged 2011 occupancy and ADR of 71.8% and $174.38 in 2011, 3.9% and 3.6% increase respectively from 2010.

Cash Flow Analysis.

Cash Flow Analysis
	2010	2011	T-12 8/31/2012	U/W	U/W per Room
Occupancy	71.6%	72.0%	77.5%	77.5%
ADR	$167.15	$174.59	$176.30	$176.30
RevPAR	$119.64	$125.78	$136.67	$136.67

Room Revenue	$16,637,721	$17,491,840	$19,057,804	$19,005,734	$49,884
F&B Revenue	4,563,258	4,938,334	4,992,788	6,727,726	17,658
Other Revenue	1,241,873	1,157,375	936,032	808,475	2,122
Total Revenue	$22,442,852	$23,587,549	$24,986,625	$26,541,934	$69,664
Operating Expenses	9,194,191	9,428,430	9,353,393	10,637,532	27,920
Undistributed Expenses	7,638,792	7,732,020	7,928,968	7,992,014	20,976
Gross Operating Profit	$5,609,869	$6,427,099	$7,704,263	$7,912,389	$20,767
Total Fixed Charges	1,327,403	1,099,850	1,100,288	1,242,699	3,262
Net Operating Income	$4,282,466	$5,327,249	$6,603,975	$6,669,690	$17,506
FF&E	1,099,770	1,170,610	1,249,171	1,327,097	3,483
Net Cash Flow	$3,182,696	$4,156,639	$5,354,804	$5,342,594	$14,023

Property Management. The Hard Rock Property is managed by BLM-Chicago, LLC, a sponsor affiliate and subsidiary of Becker Lodging Management, the sponsor’s property management arm.

Lockbox / Cash Management. The Hard Rock Loan is structured with a springing hard lockbox and springing cash management. The borrower is obligated to establish the lockbox account within 30 days following the occurrence of a Sweep Event. During a Sweep

B-45

230 North Michigan Avenue

Chicago, IL 60601

Collateral Asset Summary – Loan No. 5

Hard Rock Hotel Chicago

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$47,946,721

52.3%

1.77x

13.9%

Event period, funds in the lockbox account will be swept daily to a cash management account under the control of the lender and disbursed during each interest period of the loan term in accordance with the loan documents. A Sweep Event is defined as an occurrence of an event of default and the Sweep Event may be cured at such time as the lender has accepted, in its sole and absolute discretion, a cure of all then-outstanding defaults.

Initial Reserves. At closing, the borrower deposited (i) $329,809 into a tax reserve account, (ii) $45,859 into an insurance reserve account, (iii) $504,433 into a debt service reserve (this debt service reserve will be held as additional collateral for the loan).

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $65,962, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $15,286, into an insurance reserve account, and (iii) 1/12th of 5.0% of annual gross revenues into an FF&E reserve account (or other such amount then required by franchisor, with a minimum of 4.0%).

Twelve months prior to the expiration of the existing franchise agreement (December 2015), the borrower is required to deposit $5.0 million of cash or a letter of credit for $5.0 million (less the aggregate of all funds then in the FF&E Reserve plus any funds disbursed to borrower to pay for work for franchise renewal or replacement purposes) into a PIP Reserve. In addition, to the extent that insufficient funds are on deposit to cover any PIP work, the borrower will be obligated to deposit 125% of the cost of such work into the PIP Reserve.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Master Lease. The Hard Rock Property is subject to a master lease between the fee owner, HRHC Delaware, LLC and the master tenant, HRH Chicago, LLC. Both parties are owned, indirectly, by the sponsor and are co-borrowers under the Hard Rock Loan. The master lease is subordinate to the loan and, upon an event of default, the lender has the ability to foreclose on the fee and/or the leasehold interests and terminate the master lease.

B-46

230 North Michigan Avenue

Chicago, IL 60601

Collateral Asset Summary – Loan No. 5

Hard Rock Hotel Chicago

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$47,946,721

52.3%

1.77x

13.9%

B-47

Sterling Heights, MI

Clinton Township, MI

Collateral Asset Summary – Loan No. 6

Rudgate Manor & Rudgate Clinton
MHC Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,847,114

65.5%

1.72x

10.9%

B-48

Sterling Heights, MI

Clinton Township, MI

Collateral Asset Summary – Loan No. 6

Rudgate Manor & Rudgate Clinton
MHC Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,847,114

65.5%

1.72x

10.9%

Mortgage Loan Information				Property Information
Loan Seller:	LCF			Single Asset / Portfolio:	Portfolio
Loan Purpose:	Refinance			Property Type:	Manufactured Housing Community
Sponsors:	Randall Orley, Gregg Orley, Sun			Collateral:	Fee Simple
	Communities Operating Limited			Location:	Various, MI
	Partnership			Year Built / Renovated:	Various / Various
Borrowers:	Rudgate Clinton SPE, LLC; Rudgate			Total Pads:	1,600
	Clinton Estates SPE, LLC; and			Property Management:	Sun Home Services, Inc
	Rudgate Village SPE, LLC			Underwritten NOI:	$4,974,967
Original Balance:	$45,900,000			Underwritten NCF:	$4,894,967
Cut-off Date Balance:	$45,847,114			Appraised Value:	$70,000,000
% by Initial UPB:	3.1%			Appraisal Date:	August 5, 2012
Interest Rate:	4.6500%
Payment Date:	6th of each month			Historical NOI(4)
First Payment Date:	January 6, 2013			Most Recent NOI(5):	$5,156,134(October 31, 2012)
Maturity Date:	December 6, 2022			2011 NOI:	$5,179,386 (December 31, 2011)
Amortization:	360 months			2010 NOI:	$5,136,487 (December 31, 2010)
Additional Debt(1):	$15,000,000 Mezzanine Loan			2009 NOI:	$5,151,322 (December 31, 2009)
	Future Mezzanine Debt Permitted
Call Protection:	L(25), D(91), O(4)			Historical Occupancy
Lockbox / Cash Management:	Soft / Springing			Current Occupancy:	88.6% (November 7, 2012)
				2011 Occupancy:	89.9% (December 31, 2011)
Reserves(2)				2010 Occupancy:	90.1% (December 31, 2010)
	Initial	Monthly		2009 Occupancy:	89.1% (December 31, 2009)
Taxes:	$240,190	$48,038		(1) See “Current Mezzanine or Subordinate Indebtedness” and “Future Mezzanine or Subordinate Indebtedness Permitted” herein. (2) See “Initial Reserves” and “Ongoing Reserves” herein. (3) The calculations including the additional debt are based on the initial advance of $15,000,000 and the current pay rate of 2.0% per annum. See “Current Mezzanine or Subordinate Indebtedness” and “Future Mezzanine or Subordinate Indebtedness Permitted” herein. (4) Rudgate Manor and a portion of Rudgate Clinton historically reported financials on a fiscal year basis with a fiscal year ending March 31st. The 2009, 2010, and 2011 NOI for the portions of the properties associated with these entities are shown based upon their fiscal year (i.e. 2011 NOI represents the twelve month period ending March 31, 2012). The remainder of Rudgate Clinton historically reported on a calendar year basis. (5) Most Recent NOI is based upon the trailing-10 months through October 31, 2012, annualized.
Insurance:	$0	Springing
Replacement:	$0	$6,667
Required Repairs:	$0	NAP

Financial Information
	Mortgage Loan		Total Debt
Cut-off Date Balance / Pad:	$28,654		$38,029(3)
Balloon Balance / Pad:	$23,310		NAV(1)
Cut-off Date LTV:	65.5%		86.9%(3)
Balloon LTV:	53.3%		NAV(1)
Underwritten NOI DSCR:	1.75x		1.58x(1)
Underwritten NCF DSCR:	1.72x		1.56x(1)
Underwritten NOI Debt Yield:	10.9%		8.2%(3)
Underwritten NCF Debt Yield:	10.7%		8.0%(3)

Property Summary
Property Name	Location	Pads	Year Built / Renovated	Allocated Loan Amount	Appraised Value	Occupancy(1)
Rudgate Manor	Sterling Heights, MI	933	1973 / 1985	$25,900,000	$39,500,000	87.5%
Rudgate Clinton	Clinton Township, MI	667	1985 / 1997	$20,000,000	$30,500,000	90.1%
Total / Wtd. Average:		1,600		$45,900,000	$70,000,000	88.6%

(1)	Based on rent rolls dated November 7, 2012

B-49

Sterling Heights, MI

Clinton Township, MI

Collateral Asset Summary – Loan No. 6

Rudgate Manor & Rudgate Clinton
MHC Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,847,114

65.5%

1.72x

10.9%

The Loan. The Rudgate Manor & Rudgate Clinton MHC Portfolio loan (the ”Rudgate Manor & Rudgate Clinton MHC Portfolio Loan”) is a fixed rate loan secured by the borrowers’ fee simple interest in two manufactured housing communities totaling 1,600 pads located in the northern suburbs of Detroit, Michigan (the “Rudgate Manor & Rudgate Clinton MHC Portfolio Properties”) with an original principal balance of $45.9 million. The Rudgate Manor & Rudgate Clinton MHC Portfolio Loan has a 10-year term and amortizes on a 30-year schedule. The Rudgate Manor & Rudgate Clinton MHC Portfolio Loan accrues interest at a fixed rate equal to 4.6500% per annum and has a Cut-Off Date Balance of approximately $45.8 million. Loan proceeds were used to retire existing debt of approximately $11.2 million, giving the borrower a cash out of $34.0 million, not including the mezzanine loan. Based on the appraised value of $70.0 million as of August 5, 2012, the Cut-off Date LTV is 65.5% and the remaining implied equity is $24.2 million, not including the mezzanine loan. The most recent prior financings of the Rudgate Manor & Rudgate Clinton MHC Portfolio Properties were not included in a securitization.

At closing of the Rudgate Manor & Rudgate Clinton MHC Portfolio Loan, an affiliate of Sun Communities, Inc. (NYSE: SUI) (“Sun”), through a mezzanine loan, provided $15.0 million of new cash and took over all aspects of property management through an affiliate (Sun Home Services, Inc. (“SHS”)).

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$45,900,000	75.4%	Loan Payoff	$11,197,072	18.4%
Mezzanine Loan	15,000,000	24.6%	Reserves	240,190	0.4%
			Closing Costs	460,675	0.7%
			Return of Equity	49,002,663	80.5%
Total Sources	$60,900,000	100.0%	Total Uses	$60,900,000	100.0%

The Borrower / Sponsor. The borrowers, Rudgate Clinton SPE, LLC, Rudgate Clinton Estates SPE, LLC and Rudgate Village SPE, LLC, are single purpose Delaware limited liability companies structured to be bankruptcy-remote, with one independent director in each of their organizational structures. The sponsors and nonrecourse carve-out guarantors are (a) Randall and Gregg Orley, principals of Rudgate Communities and (b) Sun Communities Operating Limited Partnership (“SCOLP”).

Rudgate Communities is a private, family-owned company that was founded in 1968 by Joseph and Graham Orley as an outgrowth of a land development business. Rudgate focuses solely on the ownership and operation of manufactured housing communities in southeastern Michigan.

SCOLP is the main operating subsidiary through which Sun operates, develops and finances manufactured housing communities. SCOLP and Sun (together, “Sun Communities”) are structured as an umbrella partnership REIT, or UPREIT, founded in 1993. As of June 30, 2012, Sun owned and operated a portfolio of 162 properties located in 18 states, including 141 manufactured housing communities, 11 recreational vehicle communities and ten properties containing both manufactured housing and recreational vehicle sites. The properties contained an aggregate of 55,921 developed sites comprised of 47,939 developed manufactured home sites, 7,982 recreational vehicle sites, and approximately 6,450 additional manufactured home sites suitable for development.

The Properties. The Rudgate Manor & Rudgate Clinton MHC Portfolio Properties represent the fee simple interest in two, four-star manufactured housing communities totaling 1,600 pads located in the northern suburbs of Detroit, Michigan.

The Rudgate Clinton property is located on 20475 Foster Drive in Clinton Township, Michigan. The Rudgate Clinton property was built in two phases. The first phase, developed in 1985, consists of 563 sites. The second phase, referred to as Clinton Estates, was developed in 1997 and contains 104 sites. In total, the Rudgate Clinton property consists of 667 sites located on 90.7 acres. Approximately 50.0% of the currently occupied sites feature multi-sectional homes (double-wide homes). The majority of the homes are newer homes, with approximately 20.0% of the homes having added either a porch, sunroom, shed, or carport. Also on site are shared property amenities, including a clubhouse, outdoor pool, and a playground. The Rudgate Clinton property is an all-age community and is 90.1% occupied as of November 7, 2012. The Rudgate Clinton property is located in the Chippewa Valley School District, a consistent outperformer in the area in terms of graduation rate and testing results.

The Rudgate Manor property is located on 5150 Rudgate Circle, Sterling Heights, Michigan in the Utica School District, one of the top school systems in southeastern Michigan. The Rudgate Manor property consists of 933 home sites located on 149.33 acres. Approximately 60.0% of the currently occupied sites feature multi-sectional homes (double-wide homes). The majority of the homes are newer homes, featuring pitched roofs and vinyl siding, with approximately 40.0% of the homes having added either a porch, sunroom, shed or carport. The Rudgate Manor property was built in 1973 and renovated in 1985. The Rudgate Manor property is an all-age community and is 87.5% occupied as of November 7, 2012.

B-50

Sterling Heights, MI

Clinton Township, MI

Collateral Asset Summary – Loan No. 6

Rudgate Manor & Rudgate Clinton
MHC Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,847,114

65.5%

1.72x

10.9%

Environmental Matters. The Phase I environmental reports, dated August 8 and August 9, 2012, recommended the development and implementation of Asbestos Operation and Maintenance Plans for the Rudgate Manor & Rudgate Clinton MHC Portfolio Properties, which were put in place at closing of the Rudgate Manor & Rudgate Clinton MHC Portfolio Loan.

The Market. The Rudgate Manor & Rudgate Clinton MHC Portfolio Properties are both located in Macomb County, Michigan. Macomb County is located north of the Detroit CBD within the Detroit-Warren-Livonia MSA. Macomb County is the third most populous county in Michigan, with a 2010 census population of 840,978. The county also experienced the highest rate of population growth in the state between 2000 and 2010 at 6.7%. The Rudgate Clinton property is located within Clinton Township, in Macomb County. Clinton is the most populous township in Michigan, with a 2010 population of 96,796, and is the tenth largest municipality in Michigan. Clinton is located in central Macomb County. Median household income in the township was $50,067 as of 2010. The Rudgate Manor property is located within the city of Sterling Heights, in Macomb County. Sterling Heights is the second largest suburb in southeastern Michigan and the fourth largest city in Michigan, with a 2010 population of 129,699. Median household income in the city was $60,494 as of 2000. The overall market has shown signs of strength and resiliency over the past several years of the recession. This is anticipated to hold true as the property type fills a need for affordable housing. Housing costs at The Rudgate Manor & Rudgate Clinton MHC Portfolio Properties are significantly below typical monthly costs for single family homes ($842/month) and multifamily apartments ($600 - $1,000/month).

Competitive Set(1)
Name	Camelot Village	Shelby Forest	Shelby West	Silver Springs	Sterling Estates	West Brook
Year Built	1975	1985	1987	1995	1967	1996
Total Occupancy	80%	88%	97%	90%	86%	97%
Homesites (Pads)	712	664	644	547	760	388
Home Mix	Single / Double	Single / Double	Double	Double	Single / Double	Double
Average Pad Rent	$388	$393	$405	$402	$449	$517

(1)	Source: Appraisal

Cash Flow Analysis.

Cash Flow Analysis
	2010	2011	Annualized T-10 10/31/2012	U/W	U/W per Unit
Gross Potential Rent	$7,682,825	$7,683,760	$7,683,564	$7,762,968	$4,852
Total Recoveries	0	0	0	0	$0
Total Other Income	135,306	137,020	155,246	664,621	$415
Less: Vacancy & Credit Loss	(941,802)	(895,858)	(946,139)	(902,904)	($564)
Effective Gross Income	$6,876,329	$6,924,922	$6,892,672	$7,524,685	$4,703
Total Operating Expenses	1,739,842	1,745,536	1,736,538	2,549,718	$1,594
Net Operating Income	$5,136,487	$5,179,386	$5,156,134	$4,974,967	$3,109
Capital Expenditures	0	0	0	80,000	$50
Net Cash Flow	$5,136,487	$5,179,386	$5,156,134	$4,894,967	$3,059

Property Management. Management services for the Rudgate Manor & Rudgate Clinton MHC Portfolio Properties will be provided by SHS, the property management arm of Sun.

Lockbox / Cash Management. The Rudgate Manor & Rudgate Clinton MHC Portfolio Loan is structured with a soft lockbox and springing cash management. The borrowers are required to deposit all rents and other payments into the clearing account controlled by the lender. Absent the occurrence of a sweep event, all funds in the lockbox account will be swept daily to the borrowers’ operating accounts.

B-51

Sterling Heights, MI

Clinton Township, MI

Collateral Asset Summary – Loan No. 6

Rudgate Manor & Rudgate Clinton
MHC Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,847,114

65.5%

1.72x

10.9%

A sweep event will occur (i) upon the occurrence of an event of default, (ii) if the DSCR (based on the trailing 12-month period and including mezzanine loan payment rate of 2.0%) is less than 1.10x for 2 consecutive calendar quarters, (iii) upon the occurrence of an event of default beyond applicable notice and cure periods under the management agreement, or (iv) if Sun Communities becomes insolvent or a debtor in any bankruptcy proceedings.

Initial Reserves. At closing, the borrower deposited $240,190 into a tax reserve account.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $48,038, into a tax reserve account, and (ii) $6,667 into a capital expenditure account (subject to a cap of $79,896). Insurance is covered under a blanket policy, and as long as such acceptable blanket policy is in place, no ongoing insurance reserves will be taken.

Current Mezzanine or Subordinate Indebtedness. At the closing of the Rudgate Manor & Rudgate Clinton MHC Portfolio Loan, Sun Rudgate Lender LLC (the “Mezzanine Loan Lender”), a wholly owned subsidiary of Sun, concurrently funded a $15,000,000 mezzanine loan at closing with a 10 year term at a 24% per annum accrual rate, and a 2% per annum payment rate. Sun took over all property management responsibilities immediately upon closing of the Rudgate Manor & Rudgate Clinton MHC Portfolio Loan and additionally has the right to appoint a Sun independent manager for each of the mezzanine borrowers. No mortgage borrower may amend its SPE provisions or take material action (i.e., bankruptcy filing or similar action) without the written consent of such Sun independent manager. SCOLP also serves as a guarantor of certain recourse carveouts of the Rudgate Manor & Rudgate Clinton MHC Portfolio Loan.

Future Mezzanine or Subordinate Indebtedness Permitted. The combined mezzanine loan notes evidence a total of $40,000,000 as follows: (i) a $25,000,000 promissory note (mezzanine), which accrues interest at the rate of 24% per annum with a 2% per annum pay rate, and (ii) a $15,000,000 future advance promissory note (mezzanine) which accrues interest at the rate of 24% per annum. At origination, there was an initial advance of $15,000,000 of the $25,000,000 promissory note (mezzanine). The mezzanine borrower has a right to receive additional advances of the promissory note (mezzanine) for capital expenditures and operating expense shortfalls. In addition, the mezzanine borrowers have the right to accrue the difference between the 24% per annum interest rate and the 2% per annum current pay rate and these accruals will be evidenced by the future advance promissory note (mezzanine). The mezzanine loan is secured by the equity interest in the borrowers under the Rudgate Manor & Rudgate Clinton MHC Portfolio Loan.

B-52

Sterling Heights, MI

Clinton Township, MI

Collateral Asset Summary – Loan No. 6

Rudgate Manor & Rudgate Clinton
MHC Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,847,114

65.5%

1.72x

10.9%

B-53

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

B-54

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

Mortgage Loan Information				Property Information
Loan Seller:		CCRE		Single Asset / Portfolio:		Portfolio of 13 properties
Loan Purpose:		Refinance		Property Type:		Extended Stay Hospitality
Sponsor:		InTown Hospitality Corp.		Collateral:		Fee Simple
Borrower(1):		Various		Location:		Georgia, Alabama, Texas,
Original Balance:		$42,500,000				Florida, and Kentucky
Cut-off Date Balance:		$42,500,000		Year Built / Renovated:		1997-2003 / 2007
% by Initial UPB:		2.8%		Rooms:		1,834
Interest Rate:		4.2805%		Property Management:		InTown Lessee Services, LLC.
Payment Date:		6th of each month		Underwritten NOI:		$6,054,518
First Payment Date:		February 6, 2013		Underwritten NCF:		$5,351,261
Maturity Date:		January 6, 2023		Appraised Value:		$71,300,000
Amortization:		360 months		Appraisal Date:		December 1, 2012
Additional Debt:		None
Call Protection:		L(24), D(92), O(4)		Historical NOI(3)
Lockbox / Cash Management:		Hard / In Place		TTM NOI:		$6,380,996 (T-12 September 30, 2012)
				2011 NOI:		$6,091,792 (December 31, 2011)
Reserves(2)				2010 NOI:		$5,588,263 (December 31, 2010)
	Initial		Monthly	2009 NOI:		$5,587,395 (December 31, 2009)
Taxes:	$252,625		$52,083
Insurance:	$233,333		$33,333	Historical Occupancy(4)
FF&E:	$0		1/12 of 5% of the annual	TTM Occupancy:		82.8% (September 30, 2012)
			gross revenues	2011 Occupancy:		80.7% (December 31, 2011)
Required Repairs:	$173,095		NAP	2010 Occupancy:		76.7% (December 31, 2010)
				2009 Occupancy:		73.7% (December 31, 2009)
Financial Information				(1)	See “The Borrower / Sponsor” herein for a description of the borrowers.
Cut-off Date Balance / Room:		$23,173		(2)	See “Initial Reserves” and “Ongoing Reserves” herein.
Balloon Balance / Room:		$18,590		(3)	An adjustment was made to each Historical NOI to include a franchise fee, management fee, and additional marketing expenses, resulting in a minimum expense equal to 10.0% of total revenue for each InTown Suites Portfolio Property. See “Cash Flow” herein for additional detail. The actual Historical NOI figures were: $7,598,695 for T-12, $7,237,845 for 2011, $6,699,346 for 2010, and $6,675,307 for 2009.
Cut-off Date LTV:		59.6%
Balloon LTV:		47.8%
Underwritten NOI DSCR:		2.40x
Underwritten NCF DSCR:		2.13x
Underwritten NOI Debt Yield:		14.2%		(4)	The Historical Occupancy figures shown above are based on the borrower’s historical operating statements and represent the number of rooms occupied divided by the actual number of rooms available which excludes any rooms that were offline due to renovations, repairs, etc.
Underwritten NCF Debt Yield:		12.6%

B-55

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

Portfolio Summary
Property Name	Location	# of Rooms	Year Built / Renovated(1)	Allocated Loan Amount	Appraised Value	T-12 Occupancy(2)	U/W Occupancy
InTown Suites Houston Northwest	Houston, TX	151	1999/2007	$4,900,000	$8,300,000	94.9%	85.0%
InTown Suites Savannah	Garden City, GA	139	1998/2007	$4,000,000	$6,700,000	89.9%	88.0%
InTown Suites Louisville Northeast	Louisville, KY	129	1998/2007	$3,800,000	$7,100,000	92.6%	87.5%
InTown Suites Atlantic Boulevard	Jacksonville, FL	144	2003/2007	$3,700,000	$5,900,000	87.3%	83.0%
InTown Suites Intercontinental	Houston, TX	149	2001/2007	$3,600,000	$6,200,000	82.6%	80.0%
InTown Suites St. Johns	Jacksonville, FL	138	2000 / 2007	$3,300,000	$5,200,000	83.6%	82.0%
InTown Suites Macon	Macon, GA	150	1999 / 2007	$3,200,000	$5,100,000	83.8%	80.0%
InTown Suites Montgomery	Montgomery, AL	144	1998 / 2007	$3,200,000	$5,000,000	80.9%	77.5%
InTown Suites Albany	Albany, GA	139	1998 / 2007	$3,100,000	$4,800,000	83.5%	83.5%
InTown Suites Huntsville	Huntsville, AL	135	2001 / 2007	$2,900,000	$4,500,000	79.3%	78.0%
InTown Suites Valdosta	Valdosta, GA	138	1997 / 2007	$2,500,000	$4,400,000	76.6%	75.5%
InTown Suites Dothan	Dothan, AL	139	1998 / 2007	$2,500,000	$3,900,000	73.5%	70.0%
InTown Suites Athens	Athens, GA	139	1999 / 2007	$1,800,000	$4,200,000	67.0%	67.0%
Total / Wtd. Average:		1,834		$42,500,000	$71,300,000	82.8%	79.8%

(1)	The InTown Suites Portfolio Properties were purchased by the Sponsor in 2007 and subsequently converted from Suburban Lodge Hotels to InTown Suites.

(2)	Occupancy based on the borrower’s operating statements as of T-12 September 2012.

Historical Occupancy, AWR, Weekly RevPAR(1)
	Dec-10			Dec-11			T-12 Sept 2012
Property	Occupancy	AWR(2)	Weekly RevPAR	Occupancy	AWR(2)	Weekly RevPAR	Occupancy	AWR(2)	Weekly RevPAR
InTown Suites Houston Northwest	71.8%	$186.66	$134.02	90.1%	$179.61	$161.89	94.9%	$197.07	$187.08
InTown Suites Savannah	78.4%	$181.66	$142.41	90.5%	$183.40	$165.99	89.9%	$191.37	$172.00
InTown Suites Louisville Northeast	58.1%	$179.87	$104.45	87.0%	$175.28	$152.55	92.6%	$192.62	$178.38
InTown Suites Atlantic Boulevard	80.9%	$196.46	$158.84	81.5%	$196.74	$160.38	87.3%	$196.37	$171.45
InTown Suites Intercontinental	66.7%	$188.65	$125.85	69.6%	$182.23	$126.76	82.6%	$188.37	$155.57
InTown Suites St. Johns	74.1%	$191.46	$141.93	82.0%	$195.03	$159.98	83.6%	$198.44	$165.97
InTown Suites Macon	84.4%	$165.34	$139.60	79.3%	$166.73	$132.20	83.8%	$162.91	$136.44
InTown Suites Montgomery	75.6%	$166.66	$126.02	81.4%	$167.21	$136.18	80.9%	$167.60	$135.56
InTown Suites Albany	92.9%	$178.32	$165.59	82.1%	$185.58	$152.38	83.5%	$178.86	$149.28
InTown Suites Huntsville	73.7%	$187.72	$138.43	78.7%	$194.00	$152.62	79.3%	$192.14	$152.27
InTown Suites Valdosta	78.8%	$160.24	$126.29	80.4%	$166.17	$133.59	76.6%	$164.67	$126.17
InTown Suites Dothan	86.7%	$164.99	$143.00	71.3%	$175.37	$124.97	73.5%	$167.54	$123.14
InTown Suites Athens	75.2%	$163.29	$122.74	75.7%	$160.92	$121.82	67.0%	$163.69	$109.64
Total / Wtd. Avg.	76.8%	$177.83	$136.25	80.7%	$179.05	$144.61	82.8%	$181.61	$151.04

(1)	Source: borrower provided operating statements.

(2)	Average Weekly Rate. Rooms are rented exclusively on a weekly basis.

The Loan. The InTown Suites Portfolio loan (the “InTown Suites Portfolio Loan”) is a fixed rate loan secured by the borrowers’ fee simple interests in 13 long-term extended stay hotels located in Georgia, Alabama, Texas, Florida, and Kentucky (the “InTown Suites Portfolio Properties”) with an original principal balance of $42.5 million. The loan has a 10-year term and amortizes on a 30-year schedule. The InTown Suites Portfolio Loan accrues interest at a fixed rate equal to 4.2805% and has a cut-off date balance of $42.5 million. Loan proceeds were used to retire existing debt of approximately $38.6 million, pay closing costs, fund initial reserves, and return approximately $2.0 million of equity to the borrower. The InTown Suites Portfolio Properties were acquired by the Sponsor for a total purchase price of $56.9 million and converted to the InTown Suites brand in 2007. Inclusive of closing costs, conversion costs and capital improvements, the Sponsor’s total cost basis is $66.4 million (approximately $36,000 per room), with $23.9 remaining cash equity in the transaction. Based on the appraised value of $71.3 million as of December 1, 2012, the cut-off date LTV is 59.6% and the remaining implied equity is $28.8 million. The most recent financing of the Intown Suites Portfolio Properties was not included in a securitization.

B-56

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$42,500,000	100.0%	Loan Payoff	$38,576,043	90.8%
			Closing Costs	$1,263,026	3.0%
			Reserves	$659,053	1.6%
			Return of Equity	$2,001,878	4.7%
Total Sources	$42,500,000	100.0%	Total Uses	$42,500,000	100.0%

The Borrower / Sponsor. The borrowers, Intown Suites Montgomery, LLC; Intown Suites Louisville Northeast, LLC; Intown Suites Houston Cy-fair, LLC; Intown Suites Houston Intercontinental, LLC; Intown Suites Albany, LLC; Intown Suites Athens, LLC; Intown Suites Dothan, LLC; Intown Suites Huntsville, LLC; Intown Suites Macon, LLC; Intown Suites Savannah, LLC; Intown Suites St. Johns, LLC; Intown Suites Valdosta, LLC; Intown Suites Atlantic Blvd, LLC are each Delaware limited liability companies structured to be bankruptcy-remote, each with two independent directors in their organizational structures. The sponsor of the borrowers and the nonrecourse carve-out guarantor is InTown Hospitality Corp. (the “Sponsor” or “InTown Suites”), a Maryland corporation.

InTown Suites is the largest owner/operator of economy extended-stay properties in the United States. InTown Suites offers long-term accommodations on a weekly basis as an affordable alternative to nightly stay hotels and multifamily properties, with an average guest stay of 72 days. InTown Suites owns and operates 138 extended stay properties, with a total of 17,978 rooms across 21 states.

InTown Suites is currently wholly owned by InTown Hospitality Investors LP (“IHI”) which is owned by Kimco Realty Corp. (“Kimco”), WHI Investments (“WHI”), and Caisse de depot et placement du Quebec (“Caisse de depot”). Kimco (NYSE: KIM, rated BBB+/Baa1/BBB+ by Fitch/Moody’s/S&P) is a real estate investment trust publicly traded since 1991, that owns and operates North America’s largest portfolio of neighborhood and community shopping centers. WHI is owned by the Mangalji family, the principals of Westmont Hospitality Group (“Westmont”). Westmont was founded in 1975 and is one of the largest privately-held hospitality organizations in the world, with a current portfolio of over 500 hotels worldwide. Caisse de depot (rated AAA/Aaa/AAA by Fitch/Moody’s/S&P), founded in 1965, is one of the largest institutional fund managers in Canada and North America. The leading private equity investor in Canada, Caisse de depot is also one of the 10 largest real estate asset managers in the world.

In October 2012, an affiliate of Starwood Capital Group (“Starwood”) entered into an agreement to purchase InTown Suites for approximately $735 million, with the transaction expected to be completed during the first half of 2013. Such transfer is permitted under the loan documents. Starwood, founded in 1991, is one of the world’s premier private investment firms and has invested over $12 billion of equity in all asset classes including 2,200 hotels, 64,400 multifamily and condominium units, and 65.1 million sq. ft. of retail, office and industrial space.

The Properties. The InTown Suites Portfolio Properties consist of 13 extended stay hotels totaling 1,834 rooms located in Georgia, Alabama, Texas, Florida, and Kentucky. The InTown Suites Portfolio Properties were built between 1997 and 2003 as Suburban Lodge hotels. The InTown Suites Portfolio Properties were acquired by the Sponsors and converted to the InTown Suites brand in 2007. Additionally, approximately $972,000 in additional capital expenditures ($530 per room) has been invested in the InTown Suites Portfolio Properties since 2010.

The InTown Suites Portfolio Properties are predominantly located near primary thoroughfares outside major metropolitan areas. The InTown Suites Portfolio Properties operate as long-term extended stay facilities with rooms rented exclusively on a weekly basis with an average guest stay of 58 days, substantially longer than the average stay of the overall economy extended-stay lodging sector (35 days), which includes brands such as Budget Suites, Crossland Suites, and Lodge America. A typical room is approximately 250-300 sq. ft. and includes a fully equipped kitchen, cable television and high-speed Internet. Other amenities include coin-operated laundry facilities, vending and ice machines, and mail delivery service. Guests at the Intown Suites Portfolio Properties typically include those temporarily relocating for work, on extended business travel or transitioning to a new residence. The offices at the InTown Suites Portfolio Properties are open six days per week, with check-ins and checkouts only permitted during office hours, which serves to minimize operating costs. Additionally, the InTown Suites Portfolio Properties provide housekeeping services only once per week and operate with an on-site staff consisting of a general manager, head housekeeper and support housekeepers, maintenance technician and after-hours courtesy officer.

B-57

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

Average Room Nights Per Guest Stay(1)
Property	2009	2010	2011	2012(2)
InTown Suites Houston Northwest	47.3	56.4	67.7	77.5
InTown Suites Savannah	47.8	53.8	75.3	76.9
InTown Suites Louisville Northeast	51.7	48.7	52.1	60.5
InTown Suites Atlantic Boulevard	32.4	48.3	47.7	49.9
InTown Suites Intercontinental	52.5	60.9	58.2	60.5
InTown Suites St. Johns	33.0	35.8	36.9	39.6
InTown Suites Macon	52.8	61.0	57.8	69.8
InTown Suites Montgomery	64.5	73.7	80.7	76.8
InTown Suites Albany	48.4	64.5	58.0	58.1
InTown Suites Huntsville	35.4	37.7	40.3	40.6
InTown Suites Valdosta	49.9	57.8	61.1	54.4
InTown Suites Dothan	35.7	39.3	38.9	42.4
InTown Suites Athens	43.5	48.1	57.1	49.9
Average	45.8	52.8	56.3	58.2

(1)	Source: borrower provided.

(2)	2012 figures as of November 2012.

Environmental Matters. The Phase I environmental reports dated November and December 2012 recommended no further action at the InTown Suites Portfolio Properties.

The Market. The InTown Suites Portfolio Properties consist of 13 extended stay hotels located in Georgia, Alabama, Texas, Florida and Kentucky. Each InTown Suites Portfolio Property has its own distinct competitive set. Penetration rates as of the trailing 12-month period ending September 30, 2012 for the InTown Suites Portfolio Properties are summarized in the table below. The competitive set includes primarily economy and mid-price extended stay and limited service brands such as Motel 6, Extended Stay America, Studio 6, Super 8 and Knights Inn.

Competitive Set Penetration Rates(1)
	T-12 Sept 2012			Competitive Set			Penetration Factor
Property	Occupancy(2)	AWR	Weekly RevPAR	Occupancy	AWR	Weekly RevPAR	Occupancy	AWR	Weekly RevPAR
InTown Suites Houston Northwest	94.5%	$197.22	$186.43	74.7%	$278.55	$208.14	126.5%	70.8%	89.6%
InTown Suites Savannah	89.7%	$191.25	$171.63	59.2%	$252.06	$149.21	151.6%	75.9%	115.0%
InTown Suites Louisville Northeast	92.6%	$192.49	$178.21	58.5%	$272.83	$159.60	158.3%	70.6%	111.7%
InTown Suites Atlantic Boulevard	86.8%	$196.13	$170.24	69.6%	$231.49	$161.18	124.7%	84.7%	105.6%
InTown Suites Intercontinental	82.4%	$188.13	$155.07	69.4%	$262.42	$182.08	118.8%	71.7%	85.2%
InTown Suites St. Johns	83.6%	$198.59	$166.04	69.6%	$231.49	$161.18	120.1%	85.8%	103.0%
InTown Suites Macon	83.7%	$162.78	$136.32	41.6%	$308.62	$128.40	201.3%	52.7%	106.2%
InTown Suites Montgomery	80.4%	$167.63	$134.81	56.3%	$260.37	$146.56	142.9%	64.4%	92.0%
InTown Suites Albany	82.8%	$178.90	$148.15	43.0%	$297.56	$128.07	192.4%	60.1%	115.7%
InTown Suites Huntsville	79.2%	$191.90	$152.02	48.5%	$306.49	$148.49	163.5%	62.6%	102.4%
InTown Suites Valdosta	76.4%	$164.89	$125.93	30.9%	$280.37	$86.72	246.9%	58.8%	145.2%
InTown Suites Dothan	70.0%	$167.30	$117.07	43.4%	$271.62	$117.92	161.2%	61.6%	99.3%
InTown Suites Athens	67.0%	$163.73	$109.67	36.8%	$363.14	$133.70	181.9%	45.1%	82.0%
Total / Wtd. Avg.	82.3%	$181.55	$150.16	54.2%	$278.14	$147.49	160.4%	66.5%	103.8%

(1)	Source: Hospitality research reports. Hospitality research reports provide Average Daily Rate (ADR) and daily RevPAR figures. Average Weekly Rate (AWR) and Weekly RevPAR were calculated by multiplying ADR and daily RevPAR by seven.

(2)

Occupancy information as provided in the hospitality research reports is based on the total number of rooms including those that were offline due to renovation during various periods. This differs from Historical Occupancy which is based on borrower’s operating statements and only includes those rooms available for rent.

B-58

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

The InTown Suites Portfolio Properties have historically achieved higher occupancy rates versus the national averages for all hotels, extended stay hotels, and extended stay economy hotels as shown in the table below. Further, during the recessionary environment of 2009, occupancy at the InTown Suites Portfolio Properties declined by 4.0%, less than the declines seen in the other sectors, and rebounded to grow by 4.1% in 2010.

Hotel Segment Comparison – Occupancy(1)
Year	All Hotels	Y-O-Y Change	Ext Stay	Y-O-Y Change	Ext Stay Economy	Y-O-Y Change	InTown Portfolio	Y-O-Y Change(2)
2008	60.4%	-4.4%	70.0%	-5.0%	74.6%	-4.4%	76.8%	-
2009	55.1%	-8.8%	66.0%	-5.7%	69.4%	-7.0%	73.7%	-4.0%
2010	57.6%	4.5%	72.1%	9.2%	74.0%	6.6%	76.7%	4.1%
2011	60.1%	4.3%	74.2%	2.9%	76.4%	3.2%	80.7%	5.2%

(1)	Sources: Hospitality research reports, borrower operating statements.

(2)	The InTown Suites Portfolio Properties were purchased by the Sponsor in 2007 and subsequently converted from Suburban Lodge Hotels to InTown Suites. Occupancy data was not available prior to 2008.

Cash Flow Analysis.

Cash Flow Analysis
	2010	2011	T-12 9/30/2012	U/W	U/W per Room
Occupancy	76.7%	80.7%	82.7%	79.8%(1)
AWR	$177.69	$179.16	$182.60	$182.33
Weekly RevPAR	$136.31	$144.66	$151.05	$145.43

Room Revenue	$12,785,073	$13,568,352	$14,207,565	$13,907,634	$7,583
Other Revenue	147,103	158,624	159,316	157,525	86
Total Revenue	$12,932,176	$13,726,976	$14,366,881	$14,065,159	$7,669
Operating Expenses	6,232,830	6,489,131	6,768,186	6,823,390	3,720
Net Operating Income	$6,699,346	$7,237,845	$7,598,695	$7,241,769	$3,949
Marketing/Management/Franchise Adjustment(2)	1,111,082	1,146,053	1,217,699	1,187,251	647
Adjusted Net Operating Income	$5,588,263	$6,091,792	$6,380,996	$6,054,518	$3,301
FF&E(3)	646,609	686,349	718,344	703,258	383
Net Cash Flow	$4,941,654	$5,405,443	$5,662,652	$5,351,261	$2,918

(1)	U/W Occupancy adjusted for individual InTown Suites Portfolio Properties.

(2)

The InTown Suites Portfolio Properties did not have a franchise fee or management fee during the historical periods shown above. An adjustment was made to each historical cash flow to include a franchise fee of 3% of total revenue, management fee of 4% of total revenue, and marketing expense equal to the greater of actual or 3% of total revenue, resulting in a minimum marketing, management, and franchise expense equal to 10.0% for each InTown Suites Portfolio Property. U/W reflects a franchise fee of 3% of total revenue, management fee of 4% of total revenue, and marketing expense equal to the greater of the T-12 expense or 3% of total revenue for each InTown Suites Portfolio Property, resulting in an aggregate U/W marketing, management, and franchise expense equal to 10.1% of total revenue.

(3)	An FF&E reserve of 5% of total revenue was applied to each of the historical cash flows and the U/W cash flow.

Property Management. The InTown Suites Portfolio Properties are managed by InTown Lessee Services, LLC., a borrower affiliate.

Lockbox / Cash Management. The InTown Suites Portfolio Loan is structured with a hard lockbox and in place cash management. All excess cash after payment of debt service and reserves will be deposited into a lender controlled account upon (i) an event of default or (ii) if the debt service coverage ratio at the end of two consecutive calendar quarters is less than 1.45x until the debt service coverage ratio at the end of four consecutive calendar quarters is greater than or equal to 1.50x.

Initial Reserves. At closing, the borrower deposited (i) $252,625 into a tax reserve account, (ii) $233,333 into an insurance reserve account and (iii) $173,095 into an immediate repair reserve.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $52,083 into a tax reserve account, (ii) 1/12 of the estimated annual insurance premium which currently equates to $33,333 into an insurance reserve account, and (iii) 1/12 of 5.0% of annual gross income from operations which currently equates to $58,605 into an FF&E reserve account.

B-59

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Partial Release/Defeasance. The borrowers have the right to obtain the release of one or more individual InTown Suites Portfolio Properties upon a bona fide third-party sale of such InTown Suites Portfolio Property provided, among others things, (i) no event of default is ongoing, (ii) defeasance of a portion of the remaining balance of the InTown Suites Portfolio Loan in an amount equal to 120% of the Allocated Loan Amount of the InTown Suites Portfolio Property to be released, (iii) the debt service coverage ratio of all remaining InTown Suites Portfolio Properties is not less than the greater of (x) the debt service coverage ratio immediately prior to such release or (y) 1.70x, (iv) the LTV ratio for all remaining InTown Suites Portfolio Properties is no greater than the lesser of (x) the LTV ratio immediately prior to such release and (y) 60.0%.

Substitution of Collateral. None.

B-60

Georgia, Alabama, Texas,

Florida, Kentucky

Collateral Asset Summary – Loan No. 7

InTown Suites Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,500,000

59.6%

2.13x

14.2%

B-61

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

B-62

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Anchored Retail
Sponsor:	Brett Torino; Paul Kanavos;		Collateral:	Fee Simple
	Steven J. Johnson		Location:	Las Vegas, NV
Borrower:	BPS Harmon, LLC		Year Built / Renovated:	2012 / NAP
Original Balance(1):	$35,000,000		Total Sq. Ft.:	66,833
Cut-off Date Balance(1):	$34,906,374		Property Management:	BPS Management Services, LLC
% by Initial UPB:	2.3%		Underwritten NOI:	$10,648,994
Interest Rate:	4.1880%		Underwritten NCF:	$10,535,627
Payment Date:	6th of each month		Appraised Value(5):	$177,700,000
First Payment Date:	December 6, 2012		Appraisal Date(5):	January 1, 2013
Maturity Date:	November 6, 2022
Amortization:	360 months		Historical NOI(6)
Additional Debt(1):	$74,799,373 Pari Passu Debt		YTD NOI:	$3,037,722 (YTD August 31, 2012)
Call Protection:	L(26), D(88), O(6)		2011 NOI:	NAV
Lockbox / Cash Management:	Hard / In Place		2010 NOI:	NAV

Reserves(2)			Historical Occupancy
	Initial	Monthly	Current Occupancy(7):	100.0% (November 15, 2012)
Taxes:	$42,000	$21,000	2011 Occupancy:	NAV
Insurance:	$73,813	$6,710	2010 Occupancy:	NAV
Replacement:	$0	$1,114	(1) The Original Balance of $35.0 million and Cut-off Date Balance of $34.9 million represent the Note A-2 of a $110.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the Note A-1 in the original principal amount of $75.0 million that was securitized in the COMM 2012-CCRE5 transaction. (2) See “Initial Reserves” and “Ongoing Reserves” herein. (3) The TI/LC Reserve was collected to fund all outstanding tenant improvement allowances and leasing commissions owed in connection with recent leases. The Free Rent Reserve was collected to cover any free rent periods between the first payment date of the loan and the hard rent commencement dates for all tenants. The latest hard rent commencement date is March 22, 2013. (4) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Harmon Corner Loan Combination. (5) Cut-off Date LTV, Balloon LTV and Appraised Value are based on the market value as of January 1, 2013. The appraised value as of August 6, 2012 is $173,500,000, which is $4.2 million less than the market value as of January 1, 2013. The market value as of January 1, 2013 assumes that all tenant improvement allowances and leasing commissions have been paid and that all free rent periods have expired. Lender reserved approximately $4.9 million to fund all such outstanding tenant improvement allowances and leasing commissions as well as to cover free rent periods. (6) The Harmon Corner Property was completed in 2012 with the first tenants taking occupancy in early 2012. Historical NOI is based on the year-to-date financials as of August 31, 2012 and represents only partial year financials during the lease up period of the Harmon Corner Property. See “Cash Flow Analysis” herein for additional detail. (7) All tenants have accepted possession of their spaces and delivered clean estoppels. No tenants have termination options tied to the delivery of space or other landlord obligations. Current Occupancy includes tenants that have not yet opened for business. As of December 15, 2012, 17 out of 19 tenants were open for business. According to the borrower, the two final tenants, RTJ Restaurant, LLC and Twin Peaks, are scheduled to open January and March 2013, respectively.
TI/LC(3):	$4,165,103	$8,333
Free Rent(3):	$731,208	$0

Financial Information(4)
Cut-off Date Balance / Sq. Ft.:	$1,641
Balloon Balance / Sq. Ft.:	$1,316
Cut-off Date LTV(5):	61.7%
Balloon LTV(5):	49.5%
Underwritten NOI DSCR: Underwritten NCF DSCR:	1.65x 1.63x
Underwritten NOI Debt Yield:	9.7%
Underwritten NCF Debt Yield:	9.6%

B-63

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent PSF	% of Total U/W Base Rent	Lease Expiration
Eli Roth’s Goretorium (“Goretorium”)	NR/NR/NR	14,799	22.1%	$120.29	15.2%	9/30/2022
Bubba Gump Shrimp Co.	NR/NR/NR	12,782	19.1%	$93.81	10.2%	11/30/2022(2)
Twin Peaks	NR/NR/NR	11,834	17.7%	$136.14	13.7%	12/31/2022(3)
McDonald’s	A/A2/A	6,217	9.3%	$148.79	7.9%	4/30/2022
Walgreens	NR/Baa1/BBB	4,033(4)	6.0%	$119.02	4.1%	2/28/2042(5)
DLV Kiosk Group	NR/NR/NR	NAP(6)	0.0%	$143,250.00(6)	9.8%	6/30/2017
Total Major Tenants		49,665	74.3%	$143.79(7)	60.9%
Remaining Tenants		17,168	25.7%	$267.26	39.1%
Total Occupied Collateral		66,833	100.0%	$175.50(7)	100.0%
Vacant		0	0.0%
Total		66,833	100.0%

(1)	Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.

(2)	The Bubba Gump Shrimp Co. lease includes a termination option tied to sales thresholds, which may become effective no earlier than November 30, 2016 and is subject to a lease termination payment.

(3)	The Twin Peaks lease includes a termination option tied to sales thresholds, which may become effective no earlier than June 30, 2018 and is subject to a lease termination payment.

(4)	Walgreens is a 23,908 sq. ft. two-story store, consisting of a 4,033 sq. ft. collateral space located on the second floor and a 19,875 sq. ft. non-collateral ground floor space.

(5)	The Walgreens lease expires February 28, 2111 with an initial termination option effective February 28, 2042. The ground floor lease is coterminous with the second floor lease.

(6)	DLV Kiosk Group has eight kiosk spaces within the Harmon Corner Property and does not have any net rentable area assigned to it as it occupies space within common areas. DLV Kiosk Group U/W Base Rent PSF is based on the average U/W Base Rent per kiosk space (eight spaces).

(7)	U/W Base Rent PSF totals include $1,146,000 of U/W Base Rent attributed to the DLV Kiosk Group space, which does not have any net rentable area assigned to it.

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	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2014	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2015	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2016	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2017(2)	2	288	0.4%	288	0.4%	$4,847.22(2)	11.9%	11.9%
2018	0	0	0.0%	288	0.4%	$0.00	0.0%	11.9%
2019	0	0	0.0%	288	0.4%	$0.00	0.0%	11.9%
2020	0	0	0.0%	288	0.4%	$0.00	0.0%	11.9%
2021	1	1,402	2.1%	1,690	2.5%	$216.69	2.6%	14.5%
2022	15	61,110	91.4%	62,800	94.0%	$156.27	81.4%	95.9%
2023	0	0	0.0%	62,800	94.0%	$0.00	0.0%	95.9%
Thereafter	1	4,033	6.0%	66,833	100.0%	$119.02	4.1%	100.0%
Vacant	NAP	0	0.0%	66,833	100.0%	NAP	NAP
Total / Wtd. Avg.	19	66,833	100.0%			$175.50	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.

(2)	2017 expiring tenants include one tenant for 288 sq. ft. and DLV Kiosk Group, which does not have any net rentable area assigned to it as it occupies space within common areas of the Harmon Corner Property. DLV Kiosk Group has total U/W Base Rent of $1,146,000.

B-64

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

The Loan. The Harmon Corner loan (the “Harmon Corner Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 66,833 square foot Class A, anchored retail center located at 3717 Las Vegas Boulevard South (the “Las Vegas Strip”) in Las Vegas, Nevada (the “Harmon Corner Property”) with an original principal balance of $35.0 million. The Harmon Corner Loan of $35.0 million represents the non-controlling Note A-2 of a $110.0 million whole loan (the “Harmon Corner Loan Combination”) evidenced by two pari passu notes. Only the $35.0 million non-controlling Note A-2 will be included in the COMM 2013-LC6 trust. The Note A-1, with an original principal balance of $75.0 million, was securitized in the COMM 2012-CCRE5 transaction and retains control over major servicing matters. The Harmon Corner Loan Combination has a 10-year term and amortizes on a 30-year schedule. The Harmon Corner Loan accrues interest at a fixed rate equal to 4.1880% and has a cut-off date balance of approximately $34.9 million. Loan proceeds were used to retire existing debt provided by W.P. Carey, Inc. of approximately $47.6 million and return equity to the borrower of approximately $56.1 million. Based on the appraised value of $177.7 million as of January 1, 2013, the cut-off date LTV is 61.7% and the remaining implied equity is $67.9 million. The most recent prior financing of the Harmon Corner Property was not included in a securitization.

The relationship between the holders of the Note A-1 and Note A-2 will be governed by an intercreditor agreement to be described under “Description of the Mortgage Pool ― Loan Combinations ― The Harmon Corner Loan Combination” in the free writing prospectus.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Combination Amount	$110,000,000	100.0%	Loan Payoff	$47,638,683	43.3%
			Reserves	$5,012,124	4.6%
			Closing Costs	$1,230,029	1.1%
			Return of Equity	$56,119,163	51.0%
Total Sources	$110,000,000	100.0%	Total Uses	$110,000,000	100.0%

The Borrower / Sponsor. The borrower, BPS Harmon, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsors of the borrower and the nonrecourse carve-out guarantors, jointly and severally, are Brett Torino, Paul Kanavos and Steven J. Johnson (the “Harmon Corner Sponsors”). W.P. Carey, Inc. (“W.P. Carey”) holds a 15% equity interest in the borrower.

Brett Torino serves as the CEO and president of Torino Companies. Mr. Torino has approximately 30 years of real estate experience and has led the development, construction and sale of commercial, residential and resort properties in California, Colorado, Nevada and Arizona. For the last 20 years, Mr. Torino has focused primarily on properties located in Las Vegas with significant experience on the Las Vegas Strip.

Paul Kanavos founded Flag Luxury Properties, LLC in 1996 and serves as its CEO. Mr. Kanavos has developed Ritz-Carlton Hotels in South Beach, Coconut Grove and Jupiter, Florida.

Steven J. Johnson is the principal of SJJ Development, LLC. Within the past 35 years, Mr. Johnson has developed in excess of 6.0 million sq. ft. of neighborhood shopping centers. Mr. Johnson has developed approximately 130 Walgreens locations throughout Arizona, New Mexico, Texas and Nevada including 27 in Las Vegas.

W.P. Carey Inc. is a publicly traded REIT (NYSE: WPC) that provides long-term sale-leaseback and build-to-suit financing for companies worldwide and manages an investment portfolio of approximately $12.7 billion as of October 2012. W.P. Carey is the largest owner/manager of net lease assets in the world. As of October 2012, the company had a market capitalization of approximately $5.0 billion and portfolio of assets consisting of 429 properties totaling 39.1 million sq. ft. with a 97.6% occupancy rate and average lease term of 8.9 years.

The Property. The Harmon Corner Property is located on the east side of the Las Vegas Strip at the intersection of Harmon Avenue in Las Vegas, Nevada, adjacent to Miracle Mile Shops at Planet Hollywood and directly across the Las Vegas Strip from CityCenter and the Cosmopolitan Hotel. Constructed in 2012, the Harmon Corner Property consists of a 100.0% leased, three-story building totaling 66,833 sq. ft. with 19 tenants including Walgreens, Goretorium, Twin Peaks, Bubba Gump Shrimp Co. and McDonald’s.

The Harmon Corner Property is part of a larger development consisting of a 110,184 sq. ft. retail structure with a three-story LED billboard sign attached and an adjacent 156 space outdoor parking lot. The 19,875 sq. ft. ground floor portion of the Walgreens, the

B-65

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

LED billboard sign and the parking lot are all excluded from the collateral for the Harmon Corner Loan. The total cost to build the entire development was approximately $95.0 million, with approximately $79.4 million ($1,188 PSF) attributed to the collateral.

Pedestrian bridges above Harmon Avenue and the Las Vegas Strip connect directly to the second floor of the Harmon Corner Property and generate a significant amount of daily foot traffic, estimated to be approximately 74,000 pedestrians per day. The Harmon Corner Sponsors developed the bridge over Harmon Avenue, providing uninterrupted foot traffic along the east side of the Las Vegas Strip directly through the second floor of the Harmon Corner Property. In addition, the Harmon Corner Sponsors connected an already existing bridge over the Las Vegas Strip directly into the second floor of the Harmon Corner Property.

The Harmon Corner Property is anchored by a two-story, 23,908 sq. ft. Walgreens, of which the 4,033 sq. ft. second floor portion of the store is collateral for the Harmon Corner Loan. Walgreens is required to report sales on an annual basis and has not yet reported sales; however, the Harmon Corner Sponsors indicated that this Walgreens is achieving estimated sales of approximately $2.9 million per month (an estimated $34.8 million annualized, or $1,456 PSF). In addition, six in-line tenants that are open for business have reported sales for at least six months. Excluding the first partial month for each of these tenants, average annualized sales PSF are approximately $1,200 PSF.

Historical Sales PSF
	Sq. Ft.	Total Annualized Sales	Sales PSF	Period
Panda Express	1,402	$2,088,394	$1,490	T-8 9/30/2012
Maui Magnets	1,400	$1,943,581	$1,388	T-9 10/31/2012
Beauty One	980	$1,226,998	$1,252	T-5 10/31/2012
Viva Vegas	1,421	$1,758,413	$1,237	T-9 10/31/2012
Afterhours	1,529	$1,795,037	$1,174	T-8 10/31/2012
Rockin’ Taco	3,018	$2,804,668	$929	T-5 10/31/2012
Total / Wtd. Avg.	9,750	$11,617,090	$1,191

The three largest tenants included in the collateral for the Harmon Corner Loan are Goretorium, Bubba Gump Shrimp Co. and Twin Peaks. All three of these tenants have space on both the second and third floors of the Harmon Corner Property. The second floor spaces for each of these tenants are located adjacent to the pedestrian bridge entrances and the third floor spaces all have outdoor terraces facing the Las Vegas Strip. Goretorium opened for business on October 1, 2012 and Bubba Gump Shrimp Co. opened on December 15, 2012, with Twin Peaks in the process of completing its build-out. Twin Peaks is expected to open for business in March 2013. Descriptions for these tenants are provided in the “Major Tenants” section herein.

Environmental Matters. The Phase I environmental report dated August 14, 2012 recommended no further action at the Harmon Corner Property.

Major Tenants.

Walgreens (4,033 sq. ft. of a 23,908 sq. ft. store, 6.0% of NRA, 4.1% of U/W Base Rent) Walgreens (NYSE: WAG) (NR/Baa1/BBB by Fitch/Moody’s/S&P) is the largest drug retailing chain in the US with more than 8,300 locations and approximately 240,000 employees as of August 31, 2012. Walgreens reported fiscal 2012 net sales of $71.6 billion and net earnings of $2.1 billion. Walgreens had a market capitalization as of November 19, 2012 of approximately $30.8 billion. Walgreens also occupies an additional 19,875 sq. ft. of space in the development, which is not part of the collateral for the Harmon Corner Loan, making the total store size equal to 23,908 sq. ft.

Eli Roth’s Goretorium (14,799 sq. ft., 22.1% of NRA, 15.2% of U/W Base Rent) Eli Roth’s Goretorium (“Goretorium”) is a live, self-guided horror experience created by Eli Roth, an American film director, producer, writer and actor. Goretorium consists of more than 20 rooms with different displays and ends with a drinks lounge featuring outdoor space overlooking the Las Vegas Strip. Goretorium opened October 1, 2012. According to the Harmon Corner Sponsors, Goretorium has invested approximately $8 million ($541 PSF) to build out its space. Goretorium has a lease expiration date of September 30, 2022 and two five-year renewal options.

Bubba Gump Shrimp Co. (12,782 sq. ft., 19.1% of NRA, 10.2% of U/W Base Rent) Bubba Gump Shrimp Co. is an international seafood restaurant chain which provides a casual dining environment. The first Bubba Gump Shrimp Co. restaurant and market opened in 1996 in Monterey, CA and has since grown to 36 locations worldwide including Times Square New York, Universal CityWalk Orlando, Victoria’s Peak Hong Kong, Santa Monica Pier, and Pier 39 in San Francisco. Bubba Gump Shrimp Co. is owned by Landry’s, Inc.,

B-66

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

which purchased Bubba Gump Shrimp Co. in 2010. Landry’s, Inc. is the owner and operator of over 400 properties, including more than 40 unique brands such as Landry’s Seafood House, Chart House, Saltgrass Steak House, Bubba Gump Shrimp Co., Claim Jumper, Morton’s The Steakhouse, McCormick & Schmick’s and Rainforest Cafe. Bubba Gump Shrimp Co. opened on December 15, 2012, and according to the Harmon Corner Sponsors, invested approximately $3.2 million ($250 PSF) to build-out its space. Bubba Gump Shrimp Co. has a lease expiration date of November 30, 2022 with three five-year renewal options.

Twin Peaks (11,834 sq. ft., 17.7% of NRA, 13.7% of U/W Base Rent) Twin Peaks is a national sports bar/restaurant chain serving comfort food across the southern United States. Twin Peaks initially opened two restaurants in Dallas in 2005 and has since expanded to 24 locations in 10 states. According to the Harmon Corner Sponsors, Twin Peaks is anticipated to open March 1, 2013 and is investing approximately $7.2 million ($608 PSF) to build-out to its space. Twin Peaks has a lease expiration date of December 31, 2022 with two five-year renewal options.

The Market. The Harmon Corner Property is located in the area commonly known as the central portion of the Las Vegas Strip Resort Corridor, which consists of well established resort casino-hotels, business hotels, apartment complexes, commercial retail buildings, a super regional mall and industrial buildings. The primary economic drivers in Las Vegas have long been tourism and gaming, which feed the service industries, especially retail and dining. In 2011 and 2012, visitor volume to Las Vegas rebounded from the recessionary lows. The Las Vegas visitor volume peaked at approximately 39.2 million people in 2007 and subsequently fell to approximately 36.4 million people in 2009; however, following increases of 2.7% in 2010, 4.3% in 2011 and 1.8% through September 2012, Las Vegas visitor volume is on pace to be approximately 39.6 million people, the most visitors to Las Vegas of all time. A study by the Las Vegas Convention & Visitors Authority suggests that visitors to Las Vegas in 2011 spent less money on gaming and more money on food and drink than in any of the last seven years. In addition, expenditures on shopping were the highest they had been since 2006.

Based on the central location of the Harmon Corner Property directly on the Las Vegas Strip, general market statistics are not indicative of the market occupancy and rents for the Harmon Corner Property. The appraisal identified six rental comparables ranging from $100 to $263 PSF with average rents of approximately $199 PSF. These rents are in-line with the leases greater than 700 sq. ft. signed at the Harmon Corner Property, which have ranged from $94 to $356 PSF with average rents of approximately $151 PSF and accounting for $10.0 million of U/W Base Rent (85.5% of the total).

The appraisal identified eight competitive shopping centers located on the Las Vegas Strip. The average occupancy rate for these shopping centers was 93.4%, which surpasses the overall Las Vegas Retail Market and Southeast Las Vegas Submarket occupancy rates of 87.5% and 87.2%, respectively. The table below provides a summary of the competitive set of properties:

Competitive Set(1)
Name	Miracle Mile Shops	Hawaiian Marketplace	The Showcase	Crystals at CityCenter	Mandalay Bay Place	Forum Shops at Caesars	The Shoppes at Palazzo	Grand Canal Shoppes

Distance from Subject	0.0 mi	0.2 mi	0.2 mi	0.0 mi	1.0 mi	0.7 mi	1.1 mi	1.1 mi

Year Built / Renovated	2000 / 2007, 2008	1994 / NAP	1997 / 2003, 2009	2009 / NAP	2003 / NAP	1992 / 1997, 2004	2007 / NAP	1999 / NAP

Total Occupancy	92%	97%	96%	85%	95%	99%	88%	95%

Size (Sq. Ft.)	490,000	80,000	347,281	360,000	90,000	650,000	316,340	500,000

(1)	Source: Appraisal

B-67

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

Cash Flow Analysis.

Cash Flow Analysis
	August 2012 YTD(1)	Appraisal	Budget	U/W	U/W PSF
Base Rent(2)	$4,008,882	$11,808,953	$11,808,952	$11,729,471	$175.50
Value of Vacant Space	0	0	0	0	0.00
Gross Potential Rent	$4,008,882	$11,808,953	$11,808,952	$11,729,471	$175.50
Total Recoveries(3)	276,509	1,761,798	1,543,793	1,754,477	26.25
Total Other Income(4)	22,662	50,521	300,000	98,000	1.47
Less: Vacancy(5)	0	(599,217)	0	(572,926)	(8.57)
Effective Gross Income	$4,308,053	$13,022,055	$13,652,745	$13,009,022	$194.65
Total Operating Expenses	1,270,331	2,330,073	2,154,629	2,360,029	35.31
Net Operating Income	$3,037,722	$10,691,982	$11,498,116	$10,648,994	$159.34
TI/LC(6)	0	0	0	100,000	1.50
Capital Expenditures(6)	0	0	0	13,367	0.20
Net Cash Flow	$3,037,722	$10,691,982	$11,498,116	$10,535,627	$157.64

(1)

Based on the year to date financials as of August 31, 2012. The Harmon Corner Property was completed in early 2012, with 13 of 19 tenants taking occupancy of their spaces prior to August 31, 2012. The average length of tenancy for these 13 tenants is approximately 4.5 months during this eight month period. In addition, none of the three largest tenants, based on U/W Base Rent, occupied the Harmon Corner Property during this period.

(2)	U/W Base Rent is based on the November 15, 2012 rent roll and includes no contractual rent steps.

(3)	Total Recoveries are based on the fully occupied Harmon Corner Property and contractual tenant reimbursements. Excluding the management fee, the reimbursement ratios for the Appraisal, Budget and U/W are 90.8%, 88.2% and 89.1%, respectively.

(4)

Budget includes $250,000 of percentage rent income. The U/W Other Income includes $50,000 of ATM income (based on the August trailing six month annualized ATM income of approximately $45,000) and $48,000 of contractual signage income from Goretorium (signage income was not included in the Appraisal or Budget, as the corresponding agreement is newly executed and was not in-place at the time of the appraisal).

(5)	Underwritten vacancy of 4.2% is based on a 5.0% vacancy factor applied to all tenants excluding Walgreens and McDonald’s. The Harmon Corner Property is 100.0% occupied and located on the Las Vegas Strip. The appraiser’s competitive property set had an average occupancy rate of 93.5%.

(6)

U/W TI/LC and Capital Expenditures are based on actual collections for the first five years of the Harmon Corner Loan term. For years 6-10, TI/LC collections increase to $400,000 per annum, offset by contractual rent increases totaling approximately $786,000 to be incurred during the first six years of the Harmon Corner Loan term.

Property Management. The Harmon Corner Property is managed by BPS Management Services, LLC, a borrower affiliate.

Lockbox / Cash Management. The Harmon Corner Loan is structured with a hard lockbox and in place 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 swept daily to a cash management account under the control of the lender and amounts in this account are used to pay monthly debt service payments and any reserves due under the Harmon Corner Loan documents with any excess amounts remaining in this account returned to the borrower in accordance with the Harmon Corner Loan documents.

All excess cash will be swept into a lender controlled account during the occurrence of (a) a Lease Sweep Period (as defined below) or (b) any event of default.

A “Lease Sweep Period” occurs if on November 6, 2021 the leases which have terms that expire after November 6, 2023, when aggregated, do not exceed 85% of the gross leasable area of the Harmon Corner Property. The Lease Sweep Period will end upon the earlier to occur of (i) $4,200,000 is accumulated in the TI/LC reserve account, inclusive of amounts then in the account, or (ii) upon a Lease Sweep Tenant Renewal Event (as defined below) and/or a Lease Sweep Tenant Replacement Event (as defined below) which results in leases which have terms that expire after November 6, 2023, when aggregated, to exceed 85% of the gross leasable area of the Harmon Corner Property.

A “Lease Sweep Tenant Renewal Event” occurs if lender is in receipt of evidence that the applicable tenant has extended its lease in form and substance reasonably satisfactory to lender for a term of at least five years and at a market net annual rate reasonably acceptable to lender.

A “Lease Sweep Tenant Replacement Event” occurs if lender is in receipt of evidence that a replacement tenant(s) satisfactory to lender in its reasonable discretion has entered into a lease(s) for the space demised to the applicable tenant(s) causing such Lease Sweep Period.

B-68

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

Initial Reserves. At closing, the borrower deposited (i) $42,000 into a tax reserve account, (ii) $73,813 into an insurance reserve account, (iii) $4,165,103 into the TI/LC reserve account to fund unpaid tenant improvement allowances and leasing commissions associated with recent leases at the Harmon Corner Property and (iv) $731,208 into a free rent reserve account to fund remaining free rent owed to tenants.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $21,000 into a tax reserve account, (ii) $6,710 into an insurance reserve account, (iii) $1,114 into a capital expenditure account and (iv) $8,333 into a TI/LC reserve account, which amount is required to increase to $33,333 beginning on the payment date in November 2017.

In addition to any termination payments collected by the borrower, in the event that either Bubba Gump Shrimp Co. or Twin Peaks exercise its respective sales threshold termination option, the borrower will be required to deposit $83,333 per month for the 12 months after the exercise of such termination option until such time that (a) a lease with a replacement tenant is executed on terms acceptable to lender or (b) $1,000,000 is accumulated in the Bubba Gump/Twin Peaks Rollover Reserve Account (as defined in the Harmon Corner Loan documents). The $1,000,000 cap on collections shall apply separately to both Bubba Gump Shrimp Co. and Twin Peaks.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-69

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

B-70

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

Site plan based on information provided by the borrower.

B-71

3717 Las Vegas Boulevard South

Las Vegas, NV 89109

Collateral Asset Summary – Loan No. 8

Harmon Corner

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,906,374

61.7%

1.63x

9.7%

B-72

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-73

363 Richland Avenue

Athens, OH 47501

Collateral Asset Summary – Loan No. 9

The Summit at Coates Run

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,600,000

70.6%

1.52x

9.2%

B-74

363 Richland Avenue

Athens, OH 47501

Collateral Asset Summary – Loan No. 9

The Summit at Coates Run

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,600,000

70.6%

1.52x

9.2%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition			Property Type:	Multifamily / Student Housing
Sponsor(1):	Mohannad S. Malas			Collateral:	Fee Simple
Borrower:	Coates Run Property LL, LLC			Location:	Athens, OH
Original Balance:	$34,600,000			Year Built / Renovated:	2009 / NAP
Cut-off Date Balance:	$34,600,000			Total Units / Beds:	239 / 856
% by Initial UPB:	2.3%			Property Management:	Peak Campus Management, LLC
Interest Rate:	4.2790%			Underwritten NOI:	$3,193,328
Payment Date:	6th of each month			Underwritten NCF:	$3,116,288
First Payment Date:	February 6, 2013			Appraised Value:	$48,980,000
Maturity Date:	January 6, 2023			Appraisal Date:	November 19, 2012
Amortization:	Interest-only for first 36 months; 360
	months thereafter			Historical NOI(4)
Additional Debt:	None			TTM NOI:	$3,566,211 (T-12 October 31, 2012)
Call Protection:	L(24), D(92), O(4)			2011 NOI:	$2,985,615 (December 31, 2011)
Lockbox / Cash Management:	Soft / Springing			2010 NOI:	$1,902,467 (December 31, 2010)
				2009 NOI:	NAP
Reserves(2)
	Initial		Monthly	Historical Occupancy(4)(5)
Taxes:	$131,000		$21,833	Current Occupancy:	97.7% (November 19, 2012)
Insurance:	$55,299		$4,254	2011 Occupancy:	86.0% (December 31, 2011)
Replacement:	$0		$6,420	2010 Occupancy:	80.3% (December 31. 2010)
Required Repairs:	$56,590		NAP	2009 Occupancy:	46.5% (December 31, 2009)
				(1) The Sponsor is also the sponsor under the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as University Edge, which has a cut-off date principal balance of $24,825,000. (2) See “Initial Reserves” herein and “Ongoing Reserves” herein. (3) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.13x and 2.08x, respectively. (4) The Summit at Coates Run Property was constructed in 2009 with the first residents taking occupancy in August of 2009. (5) Occupancy based on Total Beds.
Financial Information
Cut-off Date Balance / Unit (Bed):	$144,770 ($40,421)
Balloon Balance / Unit (Bed):	$126,073 ($35,200)
Cut-off Date LTV:		70.6%
Balloon LTV:		61.5%
Underwritten NOI DSCR(3):		1.56x
Underwritten NCF DSCR(3):		1.52x
Underwritten NOI Debt Yield:		9.2%
Underwritten NCF Debt Yield:		9.0%

B-75

363 Richland Avenue

Athens, OH 47501

Collateral Asset Summary – Loan No. 9

The Summit at Coates Run

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,600,000

70.6%

1.52x

9.2%

Unit Mix Summary(1)
Unit Type	# of Units /Beds	% of Total(2)	Occupied Beds	Occupancy(2)	Average Unit Size (Sq. Ft.)	Average Monthly Rental Rate(2)	Average Monthly Rental Rate PSF
1 Bed / 1 Bath	1 / 1	0.1%	1	100.0%	793	$994	$1.25
2 Bed / 2 Bath(3)	1 / 2	0.2%	2	100.0%	922	NAP(3)	NAP(3)
3 Bed / 3 Bath	95 / 285	33.3%	274	96.1%	1,178	$574	$0.49
4 Bed / 4 Bath	41 / 164	19.2%	163	99.4%	1,519	$582	$0.38
4 Bed / 4 Bath	49 / 196	22.9%	194	99.0%	1,491	$573	$0.38
4 Bed / 4 Bath	52 / 208	24.3%	202	97.1%	1,444	$558	$0.39
Total / Wtd. Avg.	239 / 856	100.0%	836	97.7%	1,356	$571	$0.42

(1)	Based on the rent roll dated November 19, 2012.

(2)	Based on number of beds.

(3)	The 2 Bed / 2 Bath unit is leased to the property manager.

The Loan. The Summit at Coates Run loan (“The Summit at Coates Run Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a Class A, 97.7% occupied, 239-unit (856-bed) student housing complex located in Athens, Ohio (“The Summit at Coates Run Property”) with an original principal balance of $34.6 million. The Summit at Coates Run Property is located less than one-mile from Ohio University, which has an enrollment of approximately 22,000 students. The Summit at Coates Run Loan has a 10-year term and after an initial three-year interest only period, amortizes on a 30-year schedule. The Summit at Coates Run Loan accrues interest at a fixed rate equal to 4.2790% and has a cut-off date balance of $34.6 million. Loan proceeds along with approximately $14.3 million of equity from the Sponsor were used to acquire The Summit at Coates Run Property, fund upfront reserves and pay closing costs for a total cost of approximately $48.9 million. Based on the appraised value of $48.98 million as of November 19, 2012, the cut-off date LTV is 70.6%. The most recent prior financing of The Summit at Coates Run Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$34,600,000	70.8%	Purchase Price	$48,250,000	98.7%
Borrower Equity	$14,280,009	29.2%	Closing Costs	$387,120	0.8%
			Reserves	$242,889	0.5%
Total Sources	$48,880,009	100.0%	Total Uses	$48,880,009	100.0%

The Borrower / Sponsor. The borrower, Coates Run Property LL, LLC (the “Non-Shari’ah Master Lessor”) and sponsor-controlled entity, Coates Run Property TT, LLC (the “Shari’ah Master Tenant”) are each single purpose Delaware limited liability companies, structured to be bankruptcy remote, each with one independent manager in their organizational structure. The Shari’ah Master Tenant is controlled by a joint venture between IRA Capital, LLC (“IRA”) and The Family Office Co., BSC, a Bahrainian company (“TFO”). The sponsor and non-recourse carveout guarantor is Mohannad S. Malas (the “Sponsor”), a controlling member of IRA and indirect owner of the Master Tenant.

IRA is a private real estate investment and management company headquartered in Newport Beach, CA. IRA is an affiliate of Dana Investments, a full-service real estate operating company founded in 1984 with offices in CA, CO, GA, and FL. TFO was founded in 2004 by Abdulmohsin Al Omran, and is a global investment and money management firm serving the wealth management needs of high net worth individuals, multi-generational families, and institutions in the Arabian Gulf. Headquartered in Bahrain, TFO is regulated by the Central Bank of Bahrain. Since 2010, TFO has executed 26 transactions with respect to 42 properties, consisting of 7,834 multifamily units (including 366 student housing units), and 1.5 million sq. ft. of commercial space.

The Summit at Coates Run Loan is structured to be Shari’ah compliant by utilizing a master lease structure with a lease between the Shari’ah Master Tenant (a Shari’ah compliant entity) and the Non-Shari’ah Master Lessor. The Non-Shari’ah Master Lessor is controlled by a third party service provider controlled by GSS Holdings (TFO) (“GSS”). GSS is not affiliated with the Shari’ah Master Tenant or the Sponsor. GSS, through various subsidiaries, functions as the non-Shari’ah compliant proxy for various Shari’ah sensitive investors. For additional information, see “Description of the Mortgage Pool—Shari’ah Compliant Lending Structure” in the free writing prospectus.

The Property. Completed in 2009, The Summit at Coates Run Property is situated on 33.8 acres of land and is a Class A, 97.7% occupied, 239-unit (856-bed) student housing complex. The Summit at Coates Run Property is comprised of 1 one-bedroom / one-bathroom, 1 two-bedroom / two-bathroom, 95 three-bedroom / three-bathroom, and 142 four-bedroom / four-bathroom units totaling 323,217 sq. ft. Each unit features a private bathroom for each bedroom, complete kitchen, and comes fully furnished. Additional

B-76

363 Richland Avenue

Athens, OH 47501

Collateral Asset Summary – Loan No. 9

The Summit at Coates Run

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,600,000

70.6%

1.52x

9.2%

amenities include a private shuttle to and from Ohio University’s campus, a 24-hour fitness center, tanning salon, private theater, swimming pool, picnic and grilling area, computer lab, lounge area and game room with pool table. Leases are generally structured with 12 month terms and require parental guarantees unless the tenant independently qualifies (approximately 90% of current leases have parental guarantees).

The Summit at Coates Run Property is located less than one mile from Ohio University’s approximately 1,800-acre main campus (total 2012 enrollment of approximately 22,000 students) and one mile south of downtown Athens, Ohio. From 1999-2012, Ohio University’s enrollment has increased 14%.

Environmental Matters. The Phase I environmental report dated December 18, 2012 recommended no further action at The Summit at Coates Run Property.

The Market. The Property is located in Athens, OH, a suburban town in southeastern Ohio, approximately 76 miles southeast of Columbus, OH, 155 miles east of Cincinnati, OH and 203 miles southwest of Pittsburgh, PA.

Ohio University

Founded in 1804, Ohio University is the ninth oldest public university in the United States and has a current enrollment of approximately 22,000 students with more than 200,000 alumni worldwide. Ohio University offers 250 programs through nine undergraduate colleges as well as 180 master’s and 58 doctoral programs. Ohio University participates in the NCAA Division I, Mid-American Conference and offers collegiate football, basketball, baseball, cross country, golf, soccer, track and field, wrestling, tennis, volleyball, and swimming. In November 2011, the Ohio University trustees approved a 20-year, $2.5 billion capital investment plan to renovate many of the facilities on campus.

Competitive Set

Ohio University requires all students to live in on-campus housing during their freshman and sophomore years. As of Fall 2011, the combined resident freshman and sophomore enrollment totaled 7,652 students. On-campus residence halls total 7,966 beds, resulting in limited availability for upperclassmen and graduate students. The Summit at Coates Run Property’s primary competitor is University Courtyard Athens, which is 98% occupied and located across the street. Including University Courtyard Athens, the competitive set consists of five properties totaling 2,305 beds with an average occupancy of 98.9%. Rental rates per bed range from $352 to $761 per month with an average of $510 per month. The Summit at Coates Run Property’s occupancy of 97.7% and average monthly rent per bed of $570 are in line with the competitive set averages. There is currently no new off-campus student housing under construction.

Off-Campus Student Housing Competitive Set(1)(2)
Name	The Summit at Coates Run	University Courtyard Athens	Riverpark Towers	Rivers Edge Apartments	University Commons	Carriage Hill Apartments
Distance from Campus	<1.0 mile	<1.0 mile	<1.0 mile	<1.0 mile	<1.0 mile	<1.0 mile
Year Built	2009	2001	1963	2003	1993	1967
Total Occupancy	97.7%	98%	100%	100%	97%	100%
No. of Units / Beds	239 / 856	182 / 580	303 / 538	120 / 120	132 / 448	366 / 619
Average Rent / Bed(3)	$570	$594	$534	$761	$352	$482

(1)	Source: Appraisal

(2)

Competitive set does not include Ohio University operated on-campus student housing that consists of 42 residence halls spread across three residential areas, totaling 7,966 beds. Rental rates per bed range from $527 to $739 per month with an average of $609 per month. Room rates include services such as a microwave, refrigerator unit in every room, cable TV and high speed internet access.

(3)	Only The Summit at Coates Run Property and University Courtyard Athens offer rentals by the bed. Average Rent / Bed was calculated for the remainder of the competitive set by dividing the total monthly rent per unit by the number of bedrooms in each unit.

B-77

363 Richland Avenue

Athens, OH 47501

Collateral Asset Summary – Loan No. 9

The Summit at Coates Run

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,600,000

70.6%

1.52x

9.2%

Cash Flow Analysis.

Cash Flow Analysis
	2010	2011	T-12 10/31/2012	U/W	U/W per Unit(1)
Gross Potential Rent(2)	$3,785,654	$5,030,213	$5,423,187	$5,858,505	$24,513
Other Income(3)	309,570	335,891	387,774	386,285	1,616
Less: Concessions(2)(4)	(286,830)	(222,740)	(94,419)	(81,438)	(341)
Less: Vacancy & Collection Loss(2)(4)	0	0	0	(292,925)	(1,226)
Effective Gross Income	$3,808,393	$5,143,364	$5,716,542	$5,870,427	$24,562
Total Operating Expenses(5)	1,905,927	2,157,750	2,150,331	2,677,098	11,201
Net Operating Income	$1,902,467	$2,985,615	$3,566,211	$3,193,329	$13,361
Capital Expenditures	0	0	0	77,040	322
Net Cash Flow	$1,902,467	$2,985,615	$3,566,211	$3,116,289	$13,039

(1)	Per unit figures based on 239 units.

(2)	The Summit at Coates Run Property was constructed in 2009 with residents taking occupancy beginning in August of 2009.

(3)	Other Income consists of other leasing income (including application, transfer, termination, and re-leasing fees), utility income, late fees, storage charges, pet fees, and miscellaneous fines. U/W Other Income based on borrower’s 2013 budget.

(4)

Historical Concessions are higher than U/W as the Property was still in the lease-up period. The Summit at Coates Run Property is not currently offering concessions. U/W Concessions of 1.4% of Gross Potential Rent consist of credit for community advisor(s), courtesy officer(s), and model units. U/W Vacancy & Collection Loss of 5.0% is greater than (i) the appraiser’s general vacancy and collection loss conclusion of 4.0%, (ii) in-place vacancy of 2.3%, and (iii) the weighted average vacancy of five off-campus competitive properties of 1.1%.

(5)

Current annual real estate taxes of $260,753 are based on a 2011 assessment (taxes payable in 2012). The next scheduled reassessment is in 2014 (taxes payable in 2015). U/W taxes of $652,245 utilizes the Original Balance of The Summit at Coates Run Loan as the assessed market value in the tax calculation.

Property Management. The Summit at Coates Run Property is managed by Peak Campus Management, LLC (“Peak”). Peak currently manages over 26,000 beds at 47 student housing properties in college markets from Maine to California.

Lockbox / Cash Management. The Summit at Coates Run Loan is structured with a soft lockbox and springing cash management. Cash management is triggered upon (i) any event of default, or (ii) the failure by the borrower, after the end of two consecutive calendar quarters, to maintain a debt service coverage ratio of at least 1.25x, until the debt service coverage ratio after the end of two consecutive calendar quarters is at least equal to 1.30x.

Initial Reserves. At closing, the borrower deposited (i) $131,000 into a tax reserve account, (ii) $55,299 into an insurance reserve account, and (iii) $56,590 into a required repairs reserve account. Funds in the required repairs reserve account represent 125% of the engineer’s estimate and shall be used to add 28 parking spaces to The Summit at Coates Run Property or secure a parking variance by the earlier of (i) 180 days after closing or (ii) any date as mandated by the City of Athens.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $21,833 into a tax reserve account, (ii) $4,254 into an insurance reserve account, and (iii) $6,420 into a replacement reserve account ($322 / unit or $90 / bed, annually).

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-78

363 Richland Avenue

Athens, OH 47501

Collateral Asset Summary – Loan No. 9

The Summit at Coates Run

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,600,000

70.6%

1.52x

9.2%

B-79

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

B-80

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition		Property Type:	Anchored Retail
Sponsor:	Inland Diversified Real Estate Trust,		Collateral:	Fee Simple
	Inc.		Location:	Las Vegas, NV
Borrower:	Inland Diversified Las Vegas Eastern		Year Built / Renovated:	1998, 2006 / NAP
	Beltway, L.L.C.		Total Sq. Ft.:	633,866
Original Balance:	$34,100,000		Total Collateral Sq. Ft.(5):	525,225
Cut-off Date Balance:	$34,100,000		Property Management:	Inland Diversified Real Estate Services, LLC
% by Initial UPB:	2.3%		Underwritten NOI:	$3,923,057
Interest Rate:	3.8315%		Underwritten NCF:	$3,702,968
Payment Date:	6th of each month		Appraised Value:	$62,000,000
First Payment Date:	February 6, 2013		Appraisal Date:	November 8, 2012
Maturity Date:	January 6, 2023
Amortization:	Interest Only		Historical NOI
Additional Debt:	None		TTM NOI:	$4,166,705 (T-12 October 31, 2012)
Call Protection:	L(49), YM1(67), O(4)		2011 NOI:	$4,051,952 (December 31, 2011)
Lockbox / Cash Management:	Hard / Springing		2010 NOI:	$3,781,337 (December 31, 2010)
			2009 NOI:	$3,892,415 (December 31, 2009)
Reserves(1)
	Initial	Monthly	Historical Occupancy(5)
Taxes:	$0	Springing	Current Occupancy:	99.8% (December 6, 2012)
Insurance:	$0	Springing	2011 Occupancy:	99.8% (December 31, 2011)
Replacement:	$0	Springing	2010 Occupancy:	96.9% (December 31, 2010)
TI/LC(2):	$0	Springing	2009 Occupancy:	97.2% (December, 31, 2009)
			(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) TI/LC reserves include certain anchor and major tenant specific reserves. See “Ongoing Reserves” herein. (3) Based on Total Collateral Sq. Ft. of 525,225. (4) Underwritten NOI DSCR and NCF DSCR are based on interest only debt service payment. Based on a 30-year amortization schedule the Underwritten NOI and NCF DSCR are 2.05x and 1.93x, respectively. (5) Excludes non-owned anchor Home Depot (108,641 sq. ft.). Current Occupancy based on Total Sq. Ft. is 99.8%.
Financial Information
Cut-off Date Balance / Sq. Ft.(3):	$65
Balloon Balance / Sq. Ft.(3):	$65
Cut-off Date LTV:	55.0%
Balloon LTV:	55.0%
Underwritten NOI DSCR(4):	2.96x
Underwritten NCF DSCR(4):	2.80x
Underwritten NOI Debt Yield:	11.5%
Underwritten NCF Debt Yield:	10.9%

B-81

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

Tenant Summary
Tenant Mix	Ratings (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Collateral Sq. Ft.	Lease Expiration	Annual U/W Base Rent Per Sq. Ft.	Sales PSF(2)	Occupancy Cost (% of Sales)(3)

Non-Collateral Anchors
Home Depot	A-/A3/A-	108,641	NAP	NAP	NAP	NAP	NAP
Total Non-Collateral Anchors		108,641			NAP	NAP

Collateral Anchor Tenants
Wal-Mart(4)	AA/Aa2/AA	226,919	43.2%	1/25/2018	$2.84	NAP	NAP
Sam’s Club(4)	AA/Aa2/AA	135,863	25.9%	7/31/2020	$2.01	NAP	NAP
Total Collateral Anchor Tenants		362,782	69.1%		$2.53	NAP	NAP

Major Tenants (> 10,000 sq. ft.)
Ross Stores, Inc.	NR/NR/BBB+	30,187	5.7%	1/31/2014	$12.38	$347	4.2%
OfficeMax	NR/B2/B-	23,775	4.5%	9/30/2013	$12.00	NAP	NAP
Petco	NR/B3/B	15,040	2.9%	1/31/2015	$17.30	$223	9.1%
Home Consignment Center	NR/NR/NR	14,980	2.9%	10/19/2017	$15.54	$126	15.1%
Total Major Tenants		83,982	16.0%		$13.72	$261	6.5%

Remaining Tenants
In-line		77,261	14.7%		$28.84	$258	15.6%
Total Remaining Tenants		77,261	14.7%		$28.84	$258	15.6%

Total Occupied Collateral		524,025	99.8%

Vacant		1,200	0.2%
Total Collateral Sq. Ft.(5)		525,225	100.0%

(1)	Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.

(2)

Sales PSF provided by the borrower as of November 1, 2012 and only include tenants that reported sales for a minimum of 12 months (31.3% of in-line NRA). In-line sales shown above include restaurant tenants. Home Depot, Wal-Mart and Sam’s Club are not required to report sales; however, third party research indicates that these stores are performing at or above their respective state and national averages, and the appraisal indicates that the Wal-Mart and Sam’s Club are the highest grossing stores in the metropolitan area.

(3)	Occupancy Cost (% of Sales) based on Annual U/W Base Rent Per Sq. Ft. and expense recoveries as of 10/31/2012.

(4)

Wal-Mart and Sam’s Club are leased under ground leases and pay common area maintenance to the borrower. The ground leases for both Wal-Mart and Sam’s Club contain 12 automatic 5-year extensions unless the tenant delivers notice of termination 90 days prior to its then applicable lease expiration date.

(5)	Total Collateral Sq. Ft. excludes Non-Collateral Anchor Home Depot.

B-82

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

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	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	8	34,470	6.6%	34,470	6.6%	$17.51	14.0%	14.0%
2014	9	52,377	10.0%	86,847	16.5%	$16.95	20.7%	34.7%
2015	4	22,426	4.3%	109,273	20.8%	$19.41	10.1%	44.8%
2016	2	3,180	0.6%	112,453	21.4%	$39.38	2.9%	47.7%
2017	5	25,540	4.9%	137,993	26.3%	$18.50	11.0%	58.7%
2018(2)	4	239,865	45.7%	377,858	71.9%	$4.34	24.2%	82.9%
2019	1	2,400	0.5%	380,258	72.4%	$39.60	2.2%	85.1%
2020(2)	1	135,863	25.9%	516,121	98.3%	$2.01	6.4%	91.5%
2021	1	1,800	0.3%	517,921	98.6%	$45.90	1.9%	93.4%
2022	0	0	0.0%	517,921	98.6%	$0.00	0.0%	93.4%
2023	1	1,600	0.3%	519,521	98.9%	$26.45	1.0%	94.4%
Thereafter	1	4,504	0.9%	524,025	99.8%	$53.29	5.6%	100.0%
Vacant	NAP	1,200	0.2%	525,225	100.0%	$0.00	NAP
Total / Wtd. Avg.(3)	37	525,225	100.0%			$8.20	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.

(2)

Leases expiring in 2018 include the Wal-Mart ground lease, which has 12 automatic 5-year extensions unless the tenant delivers notice of termination 90 days prior to its then applicable lease expiration date. The lease expiring in 2020 is the Sam’s Club ground lease, which has 12 automatic 5-year extensions unless the tenant delivers notice of termination 90 days prior to its then applicable lease expiration date.

(3)	Total / Wtd. Avg. excludes Non-Collateral Anchor Home Depot.

The Loan. The Eastern Beltway loan (the “Eastern Beltway Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 525,225 sq. ft. portion of a 633,866 sq. ft., 12 building power center located in Las Vegas, Nevada (the “Eastern Beltway Property”) with an original principal balance of $34.1 million. The Eastern Beltway Property is anchored by Wal-Mart and Sam’s Club and shadow anchored by Home Depot (non-owned and not part of the collateral). The Eastern Beltway Loan accrues interest at a fixed rate equal to 3.8315% and has a cut-off date balance of approximately $34.1 million. The Eastern Beltway Loan has a 10-year term and interest only payments for the term of the loan. Loan proceeds along with $27.7 million of equity from the borrower were used to acquire the property for $61.8 million and fund closing costs. Based on the appraised value of $62.0 million as of November 8, 2012, the cut-off date LTV is 55.0% with remaining implied equity equal to $27.9 million. The most recent prior financing of the Eastern Beltway Loan was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$34,100,000	55.1%	Acquisition	$61,750,944	99.8%
Sponsor Equity	$27,747,754	44.9%	Closing Costs	$96,810	0.2%
Total Sources	$61,847,754	100.0%	Total Uses	$61,847,754	100.0%

The Borrower / Sponsor. The borrower, Inland Diversified Las Vegas Eastern Beltway, L.L.C., 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 the nonrecourse carve-out guarantor is Inland Diversified Real Estate Trust, Inc. (the “Sponsor”). Las Vegas Eastern Beltway L.L.C. is wholly-owned by Inland Territory, L.L.C., which is 79.4% owned and managed by Inland Diversified Real Estate Trust, Inc. The remaining 20.6% is owned by the seller of the Eastern Beltway Property (and other properties sold to borrower affiliates) through membership interests in Inland Territory, L.L.C., which ownership interest was retained by the seller (and its affiliates) for tax purposes. The Eastern Beltway Property was part of a larger portfolio acquisition by the Sponsor of six properties with a total purchase price of $294.5 million. The allocated purchase price of the Eastern Beltway Property was approximately $62.0 million.

The Sponsor is owned by Inland Real Estate Corporation (NYSE: IRC), which is a self-administered, self-managed real estate investment trust (REIT) that owns and operates neighborhood, community, power and lifestyle retail centers and single-tenant retail properties located primarily in the Midwestern United States. As of September 30, 2012, IRC owned interests in 150 properties with

B-83

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

aggregate leasing space of 15 million square feet. Inland Real Estate Corporation is part of The Inland Real Estate Group of Companies, Inc., one of the nation’s largest commercial real estate and finance groups employing more than 1,400 people. The Inland Real Estate Group of Companies, Inc. owns and manages over 115 million square feet of commercial real estate in 47 states.

The Property. The Eastern Beltway Property consists of a twelve building anchored retail power center containing 633,866 sq. ft. of total leasable area, 525,225 sq. ft. of which is collateral for the Eastern Beltway Loan. Located at the northwest corner of East Serene Avenue and South Eastern Avenue, the Eastern Beltway Property is adjacent to Interstate 215 in Las Vegas, Nevada and benefits from daily traffic counts of 225,000 cars. There are a total of eight intersections with access into the Eastern Beltway Property including East Serene Avenue and South Eastern Avenue, two major arterials providing property visibility.

As of November 1, 2012, in-line tenants in occupancy that reported sales for a minimum of 12 months reported annual sales of $258 PSF with an occupancy cost of 15.6%. As of December 6, 2012, the Eastern Beltway Property was 99.8% occupied based on owned collateral and 99.8% occupied based on total square footage.

The Eastern Beltway Property contains three anchor tenants including Wal-Mart (owned), Sam’s Club (owned) and Home Depot (non-owned and not part of collateral). Major tenants include Ross Stores, Inc., OfficeMax, Petco and Home Consignment Center. The Eastern Beltway Property is occupied by 30 additional in-line tenants, none of which occupy more than 1.3% of the total owned NRA. In-line tenant sales at the Eastern Beltway Property have increased year-over-year since 2009 as shown in the table below.

Historical Sales PSF(1)
	2009	2010	2011	T-12 11/1/2012
Ross Stores, Inc.	$285	$312	$337	$347
Petco	$226	$221	$224	$223
Home Consignment Center	$123	$135	$127	$126

All In-line Tenants(2)	$196	$208	$241	$258

(1)

Home Depot, Wal-Mart and Sam’s Club are not required to report sales; however, third party research indicates that the stores are performing at or above their respective state and national averages, and the appraisal indicates that the Wal-Mart and Sam’s Club are the highest grossing stores in the metropolitan area.

(2)	In-line tenant sales include all tenants less than 10,000 sq. ft. that have been in occupancy and reported sales for a minimum of 12 months (31.3% of in-line NRA). In-line tenant sales shown above include restaurant tenants.

Environmental Matters. The Phase I environmental report dated November 5, 2012 recommended no further action at the Eastern Beltway Property.

The Market. The Eastern Beltway Property is located in Las Vegas, Nevada in the southwest quadrant of the Interstate-215 freeway and South Eastern Avenue Interchange 6.5 miles southeast of the Las Vegas Strip in the South Las Vegas submarket. The Eastern Beltway Property is the primary commercial development in the area with a greater trade area expanding approximately three miles around the center. The immediate market area has significant residential development with concentrations of commercial development along arterial streets and freeways. As of 2010, the population in the 3-mile trade area was 146,059 and the current average household income in the 3-mile trade area is $88,003.

The appraiser analyzed a set of five competitive Wal-Mart anchored and shadow anchored retail centers within the region of the Eastern Beltway Property. The comparables have occupancies ranging from 91% to 98% with an average occupancy of 95%. The appraiser’s competitive set compared to the Eastern Beltway Property is detailed below:

Competitive Set (1)
Name	Eastern Beltway	Crossroads Towne Center	Eastgate	Tropicana Beltway Center	Cheyenne Commons	Centennial Center
Distance from Subject	NAP	6.6 miles	9.9 miles	15.4 miles	23.0 miles	26.7 miles
Year Built / Renovated	1998, 2006 / NAP	2007 / NAP	1998 / NAP	2003 / NAP	1993 / NAP	2002 / NAP
Total Occupancy	99.8%	98.0%	91.0%	96.0%	95.0%	96.0%
Total Size (Sq. Ft.)	525,225	390,725	370,378	637,443	366,326	845,050

(1)	Source: Appraisal

B-84

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

Cash Flow Analysis.

Cash Flow Analysis
	2010	2011	T-12 10/31/2012	U/W	U/W PSF
Base Rent(1)	$3,996,938	$4,218,414	$4,324,232	$4,298,346	$8.18
Value of Vacant Space	0	0	0	36,000	0.07
Gross Potential Rent	$3,996,938	$4,218,414	$4,324,232	$4,334,346	$8.25
Total Recoveries	850,444	828,632	832,225	865,056	1.65
Total Other Income	74,400	74,672	100,898	100,898	0.19
Less: Vacancy & Credit Loss(2)	0	0	0	(259,970)	(0.49)
Effective Gross Income	$4,921,782	$5,121,718	$5,257,355	$5,040,330	$9.60
Total Operating Expenses	1,140,445	1,069,766	1,090,650	1,117,272	2.13
Net Operating Income	$3,781,337	$4,051,952	$4,166,705	$3,923,057	$7.47
TI/LC(3)	0	0	0	115,045	0.22
Capital Expenditures	0	0	0	105,045	0.20
Net Cash Flow	$3,781,337	$4,051,952	$4,166,705	$3,702,968	$7.05

(1)	U/W Base Rent includes $30,455 in contractual rent steps through February 1, 2014 and $83,078 in downward mark-to-market adjustments.

(2)	U/W Vacancy & Credit Loss of $259,970 is based on 5% market vacancy per the appraiser’s conclusions. The current vacancy at the Eastern Beltway Property is 0.2% and the average vacancy from 2009 through T-12 was 1.6%.

(3)	U/W TI/LC based on appraiser’s conclusions and equates to $0.71 per sq. ft. excluding the Wal-Mart and Sam’s Club ground lease space.

Property Management. The Eastern Beltway Property is managed by Inland Diversified Real Estate Services, LLC, a borrower affiliate.

Lockbox / Cash Management. The Eastern Beltway Loan is structured with a hard lockbox and springing cash management. In place cash management is required upon (i) any Cash Trap Period, (ii) the failure by the borrower after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of 1.35x until the debt service coverage ratio is at least equal to 1.45x for two consecutive calendar quarters.

A Cash Trap Period commences upon (i) an event of default, (ii) a bankruptcy action by Wal-Mart, Sam’s Club or any approved replacement tenant, (iii) if Wal-Mart, Sam’s Club or any approved replacement tenant goes dark, or (iv) if Home Depot U.S.A, or any person that owns land adjacent to the Eastern Beltway Property on which is located a Home Depot store, has become the subject of a bankruptcy action or goes dark. Notwithstanding the foregoing, if a Cash Trap Period is caused by any of (ii), (iii) or (iv) above, no cash trap is required if the borrower delivers a payment guaranty signed by the sponsor in an amount equal to the square footage of the affected premises multiplied by $10.00.

Initial Reserves. None.

Ongoing Reserves. The borrower will be required to deposit monthly tax reserves upon (i) an event of default or (ii) failure by the borrower to deliver evidence that all taxes have been paid to the appropriate public office within 10 days after the date such taxes become due and prior to the date such taxes become delinquent.

The borrower will be required to deposit monthly insurance reserves upon (i) an event of default or (ii) failure by the borrower to deliver a certificate of insurance of any renewed policy with respect to the Eastern Beltway Property.

The borrower will be required to deposit monthly replacement reserves of $10,088 upon an event of default.

The borrower will be required to deposit monthly rollover reserves of $23,734 upon (i) an event of default, (ii) a decrease in the occupancy rate below 85% or (iii) the failure of the borrower to maintain debt service coverage of at least 1.90x until such time as all three conditions are again satisfied. If the debt yield is at least 9.0% and if monthly rollover reserves were deposited as a result of clause (ii) or (iii), the borrower will no longer be required to deposit monthly rollover reserves so long as there is no continuing (i) Cash Trap Period or (ii) event of default.

B-85

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

Major Tenant Rollover Reserve. The borrower will be required to make monthly reserve deposits in the amount of $25,156 into a Major Tenant Rollover Reserve commencing on the first payment date occurring after the commencement of a Major Tenant Rollover Reserve Event until the earlier of (i) a Major Tenant has exercised its right to extend or renew its lease, (ii) the amount of funds is equal to the square footage of the space related to the Major Tenant multiplied by $10, or (iii) a lease to an acceptable replacement tenant has been executed. Funds will be released for approved leasing expenses in connection with a renewal or replacement lease. A Major Tenant Rollover Reserve Event occurs at the earlier of (a) the date that a Major Tenant notifies borrower it is terminating, (b) the payment date occurring in October 2013 if Ross Stores, Inc. has not yet extended the term of its lease, (c) the payment date occurring in October 2014 if Petco has not yet extended the term of its lease, (d) the payment date in February 2018 if OfficeMax has not extended the term of its lease, (e) the date that any Major Tenant becomes the subject of a bankruptcy action or (f) the date any Major Tenant goes dark. Major Tenants include Ross Stores, Inc., Petco, and OfficeMax.

Wal-Mart Rollover Reserve. The borrower will be required to make monthly reserve deposits in the amount of $87,809 into a Wal-Mart Rollover Reserve commencing on the payment date occurring in May 2017, until (i) Wal-Mart renews its lease or (ii) a lease to an acceptable replacement tenant has been executed. In addition, commencing on the payment date occurring in November 2017 if Wal-Mart has notified borrower that it is not renewing or extending its lease, all excess cash will be held by lender until (i) Wal-Mart renews its lease or (ii) a lease to an acceptable replacement tenant has been executed, provided that lender is not required to release such funds if an event of default exists.

Sam’s Club Rollover Reserve. The borrower will be required to make monthly reserve deposits in the amount of $74,445 into a Sam’s Club Rollover Reserve commencing on the payment date occurring in November 2019, until (i) Sam’s Club renews its lease or (ii) a lease to an acceptable replacement tenant has been executed. In addition, commencing on the payment date occurring in May 2020 if Sam’s Club has notified borrower that it is not renewing or extending its lease, all excess cash will be held by lender until (i) Sam’s Club renews its lease or (ii) a lease to an acceptable replacement tenant has been executed, provided that lender is not required to release such funds if an event of default exists.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-86

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

B-87

2060 East Serene Avenue

Las Vegas, NV 89123

Collateral Asset Summary – Loan No. 10

Eastern Beltway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$34,100,000

55.0%

2.80x

11.5%

B-88

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-89

Spartanburg, SC

Ruston, LA

Murray, KY

Warrensburg, MO

Collateral Asset Summary – Loan No. 11

Campus Core Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,500,000

68.2%

1.43x

9.9%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:	Portfolio of Four Properties
Loan Purpose:	Acquisition		Property Type:	Multifamily / Student Housing
Sponsor:	Evan F. Denner; Andrew N. Stark;		Collateral:	Fee Simple
	Senior Care Holdings, Inc. on a joint		Location:	South Carolina, Louisiana, Kentucky
	and several basis			and Missouri
Borrower:	CEV Murray LP; CEV Ruston LP;		Year Built / Renovated:	2008 / NAP
	CEV Upstate LP; CEV Warrensburg		Total Units / Beds:	536 / 1,762
	LP		Property Management:	Campus Evolution Villages, LLC
Original Balance:	$33,500,000		Underwritten NOI:	$3,304,099
Cut-off Date Balance:	$33,500,000		Underwritten NCF:	$3,083,849
% by Initial UPB:	2.2%		Appraised Value:	$49,110,000
Interest Rate:	4.1565%		Appraisal Date:	July 2012
Payment Date:	6th of each month
First Payment Date:	January 6, 2013		Historical NOI
Maturity Date:	December 6, 2022		TTM NOI:	$3,366,058 (T-12 September 30, 2012)
Amortization:	Interest-only for the first 24 months;		2011 NOI(4):	$2,756,288 (December 31, 2011)
	300 months thereafter		2010 NOI:	$2,859,411 (December 31, 2010)
Additional Debt:	None
Call Protection:	L(25), D(92), O(3)		Historical Occupancy(5)(6)
Lockbox / Cash Management(1):	Soft / Springing		Current Occupancy:	86.0% (November 30, 2012)
			2011 Occupancy:	NAV
Reserves			2010 Occupancy:	NAV
	Initial	Monthly	(1) Cash management will be triggered (i) during an event of default, (ii) during any bankruptcy action of borrower, sponsor, guarantor or property manager, or (iii) if the borrower fails to maintain an actual DSCR of 1.20x for two consecutive quarters until the actual DSCR after the end of four consecutive quarters is at least equal to 1.30x. (2) Represents rents paid in advance of their month due through financial aid or other means. Additionally, future prepaid rents will be deposited into such prepaid rent reserve accounts. (3) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.34x and 2.18x, respectively. (4) 2011 NOI represents the eight months of financials annualized for two of the properties and five months of financials annualized for two of the properties. The seller of the Campus Core Portfolio acquired the properties in 2010 via a note sale and gained ownership through foreclosure in 2011. As such, limited financial information was available for early 2011. (5) Historical occupancy is not available as the properties were acquired by the Sponsor in 2011. (6) Occupancy based on Total Beds.
Taxes:	$62,419	$62,419
Insurance:	$89,595	$16,683
Replacement:	$0	$17,867
Prepaid Rent Reserve(2):	$262,235	NAP

Financial Information
Cut-off Date Balance / Unit (Bed):	$62,500 ($19,012)
Balloon Balance / Unit (Bed):	$49,319 ($15,003)
Cut-off Date LTV:	68.2%
Balloon LTV:	53.8%
Underwritten NOI DSCR(3):	1.53x
Underwritten NCF DSCR(3):	1.43x
Underwritten NOI Debt Yield:	9.9%
Underwritten NCF Debt Yield:	9.2%

TRANSACTION HIGHLIGHTS

§	Cash Equity. The sponsor acquired the properties for a total of $46.5 million, contributing $12.1 million of cash equity at closing (26.0% of purchase price).

§	Proximity to Universities. The Campus Core Portfolio properties are located less than one mile from their respective universities (Murray State University, Louisiana Tech University, University of South Carolina Upstate, and University of Central Missouri).

Property Quality. The Campus Core Portfolio properties were constructed in 2008 and offer amenities including fully-furnished units, free cable and internet, in-unit washer/dryers, private shuttles to campus, cafes, fitness centers, swimming pools, computer labs, game rooms, picnic areas and lounge areas.

§	Experienced Sponsor / Property Management. Including the Campus Core Portfolio, Campus Evolution Villages, LLC manages over 7,700 beds across 19 schools with over 25 years of student housing management experience.

§	Lease Structure. Leases are generally structured with 12-month terms and require parental guarantees unless the tenant independently qualifies (approximately 79% of current leases have parental guarantees).

B-90

8985 Venice Boulevard

Los Angeles, CA 90034

Collateral Asset Summary – Loan No. 12

Venice Crossroads

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

53.2%

1.79x

10.7%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Anchored Retail
Sponsor(1):	Said Shooshani; Said and Homa		Collateral:	Fee Simple
	Shooshani Family Trust on a joint and		Location:	Los Angeles, CA
	several basis		Year Built / Renovated:	1975 / 1998
Borrower:	HOMA II, LLC		Total Sq. Ft.:	155,793
Original Balance:	$33,000,000		Property Management:	ETC Real Estate Services, Inc.
Cut-off Date Balance:	$33,000,000		Underwritten NOI:	$3,542,342
% by Initial UPB:	2.2%		Underwritten NCF:	$3,323,092
Interest Rate:	3.8340%		Appraised Value:	$62,000,000
Payment Date:	6th of each month		Appraisal Date:	November 21, 2012
First Payment Date:	February 6, 2013
Maturity Date:	January 6, 2023		Historical NOI
Amortization:	360 months		TTM NOI:	$3,472,294 (T-12 September 30, 2012)
Additional Debt:	None		2011 NOI:	$3,462,101 (December 31, 2011)
Call Protection:	L(24), D(92), O(4)		2010 NOI:	$3,200,581 (December 31, 2010)
Lockbox / Cash Management(2):	Springing Hard / Springing		2009 NOI:	$3,162,441 (December 31, 2009)

Reserves			Historical Occupancy
	Initial	Monthly	Current Occupancy:	99.8% (November 30, 2012)
Taxes(3):	$0	Springing	2011 Occupancy:	99.8% (December 31, 2011)
Insurance(3):	$0	Springing	2010 Occupancy:	97.2% (December 31, 2010)
Replacement(4):	$0	Springing	2009 Occupancy:	96.6% (December 31, 2009)
TI/LC(4):	$0	Springing	(1) The sponsor is also the sponsor for the mortgage loan identified in Annex A-1 to the free writing prospectus as Centerpoint Mall, which has a cut-off date principal balance of $27,000,000. (2) A hard lockbox with cash management will be triggered upon (i) an event of default, (ii) underwritten net cash flow, as determined by lender, falls below $2.0 million, or (iii) a “Primary Tenant Sweep Period”, which is during the occurrence of (i) 6 months prior to the Albertson’s lease expiration date, (ii) Albertson’s gives notice to terminate or cancel its lease prior to the scheduled expiration date, or the Albertsons lease is otherwise terminated, (iii) Albertson’s goes dark, (iv) an event of default by Albertson’s under its lease, or (v) a bankruptcy or insolvency proceeding of Albertson’s. A Primary Tenant Sweep Period will not, however, trigger a hard lockbox with cash management if the borrower posts a letter of credit in accordance with the requirements of the loan documents. (3) The borrower will be required to make monthly deposits of (i) 1/12 of the annual tax payments into the tax reserve and (ii) 1/12 of the annual insurance premiums into the insurance reserve upon (a) an event of default, (b) underwritten net cash flow, as determined by lender, falls below $2.4 million for two consecutive calendar quarters, (c) with respect to the tax reserve, if real estate taxes are not paid at least 10 days prior to their due date, and (d) with respect to the insurance reserve, if insurance premiums are not paid at least 10 days prior to their respective expiration dates and an acceptable blanket insurance policy is no longer in effect. (4) The borrower will be required to make monthly deposits of (i) $3,895 into the replacement reserve and (ii) $14,376 into the TI/LC reserve upon (a) an event of default or (b) underwritten net cash flow, as determined by lender, falls below $2.4 million for two consecutive calendar quarters. (5) During a Primary Tenant Sweep Period, all excess cash will be deposited into the primary tenant sweep reserve, subject to a reserve cap of $500,000.
OfficeMax Tax Reimbursement:	$19,968	$0
Ross:	$20,000	$0
Primary Tenant Sweep(5):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$212
Balloon Balance / Sq. Ft.:	$167
Cut-off Date LTV:	53.2%
Balloon LTV:	42.0%
Underwritten NOI DSCR:	1.91x
Underwritten NCF DSCR:	1.79x
Underwritten NOI Debt Yield:	10.7%
Underwritten NCF Debt Yield:	10.1%

TRANSACTION HIGHLIGHTS

Tenancy. Venice Crossroads is a 155,793 square foot anchored retail center located in West Los Angeles, primarily occupied by four national retail anchor tenants: Albertson’s, OfficeMax, Ross Dress for Less and CVS. The four anchor tenants account of approximately 88.0% of net rentable sq. ft. and have each been at the shopping center for at least 14 years. OfficeMax and Ross Dress for Less exercised extension options within the past year, and each anchor tenant has multiple extension options remaining that require at least six months notice.

Occupancy. Venice Crossroads has averaged approximately 98.4% occupancy since 2006 and is located in a dense infill location of the West Los Angeles retail market, which has a market vacancy of less than 5%. The population within a 3-mile radius is 303,837 with an average household income of $80,147.

B-91

7361 Laurel Canyon Boulevard

North Hollywood, CA 91605

Collateral Asset Summary – Loan No. 13

Laurel Canyon

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$30,300,000

51.4%

1.30x

13.7%

Mortgage Loan Information			Property Information
Loan Seller:	LCF		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition		Property Type(2):	Other
Sponsor:	Stephen F. Botsford		Collateral:	Fee Simple
Borrower:	63 LCB Land LLC;		Location:	North Hollywood, CA
	63 LCH Tenant LLC		Year Built / Renovated:	NAP
Original Balance:	$30,300,000		Total Acreage	60.8
Cut-off Date Balance:	$30,300,000		Property Management:	Laurel Canyon Holdings, LLC
% by Initial UPB:	2.0%		Underwritten NOI(3):	$4,151,220
Interest Rate(1):	5.9180%		Underwritten NCF(3):	$3,980,966
Payment Date:	6th of each month		Appraised Value:	$59,000,000
First Payment Date:	February 6, 2013		Appraisal Date:	October 26, 2012
Anticipated Repayment Date(1):	January 6, 2025
Maturity Date:	January 6, 2028		Historical NOI
Amortization:	180 months		TTM NOI:	$1,526,567 (October 31, 2012)
Additional Debt:	None		2011 NOI:	$1,695,089 (December 31, 2011)
Call Protection:	L(24), D(116), O(4)		2010 NOI:	$1,837,424 (December 31, 2010)
Lockbox / Cash Management:	Hard / In Place		2009 NOI:	$1,731,898 (December 31, 2009)

Reserves			Historical Occupancy
	Initial	Monthly	Current Occupancy:	99.1% (December 28, 2012)
Taxes:	$56,348	$9,391	2011 Occupancy:	97.5% (December 31, 2011)
Insurance:	$7,147	$595	2010 Occupancy:	99.0% (December 31, 2010)
			2009 Occupancy:	97.0% (December 31, 2009)
Financial Information			(1) If the loan is not repaid by the anticipated repayment date, the interest rate will increase by 2.0% and all excess cash flow will be applied first to payment of principal until the outstanding principal balance of the loan is repaid in full and then to accrued interest. All interest over the initial interest rate (i.e., the 2.0% increase), as compounded at the increased interest rate (to the extent permitted by applicable law) will accrue until the principal is repaid in full. (2) The loan is secured by a 60.8 acre site that is currently utilized for parking, auto auction, open storage and other incidental operations. Due to certain deed restrictions, the property is restricted to its current use. (3) The increase in the Underwritten NOI and Underwritten NCF over historical NOI and NCF is due to the acquisition of the fee interest at origination of the Laurel Canyon loan. The ground rent expense, which was included in the historical NOI, was removed from the Underwritten NOI and Underwritten NCF. Both the fee and leasehold owners are borrowers under the Laurel Canyon loan.
Cut-off Date Balance / Acre:	$498,273
Balloon Balance / Acre :	$142,964
Cut-off Date LTV:	51.4%
Balloon LTV :	14.7%
Underwritten NOI DSCR:	1.36x
Underwritten NCF DSCR:	1.30x
Underwritten NOI Debt Yield:	13.7%
Underwritten NCF Debt Yield:	13.1%

TRANSACTION HIGHLIGHTS

■

Long term NNN leases. The property is 99.1% leased to 3 tenants on long term NNN leases. Insurance Auto Auctions (“IAA”) leases approximately 81% of the property through 2035 with termination option in 2027 and 2032. IAA is rated NR/B3/B+ by Fitch/Moody’s/S&P. IAA has been a tenant at the property since 2003 and has been expanding and extending its lease for nearly 10 years.

■	Loan metrics. The property has an appraised value of $59 million, resulting in an LTV of 51.4%. The loan amortizes on a 15-year schedule and has a 1.36x NOI DSCR and 13.7% NOI debt yield.

■	Stable operating history. The property has consistently generated revenues of not less than $4.5 million since 2009 and has experienced occupancy of not less than 97% over the same period.

■	Location. The property is located in the North Hollywood area of Los Angeles. The property is located directly off the 170 Freeway which provides access to I-5 and merges with the 101 Freeway. The property is located less than 5 miles from the Bob Hope International airport.

B-92

2121-2289 East Semoran Boulevard

Apopka, FL 32703

Collateral Asset Summary – Loan No. 14

Wekiva Riverwalk

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$28,070,068

74.9%

1.25x

9.5%

Mortgage Loan Information			Property Information
Loan Seller:	LCF		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail
Sponsor:	Woolbright Development		Collateral:	Fee Simple
Borrower:	Woolbright Wekiva LLC		Location:	Apopka, FL
Original Balance:	$28,125,000		Year Built / Renovated:	1989 / 2012
Cut-off Date Balance:	$28,070,068		Total Sq. Ft.(3):	219,586
% by Initial UPB:	1.9%		Property Management:	Woolbright Development, Inc.
Interest Rate:	5.7050%		Underwritten NOI:	$2,678,169
Payment Date:	6th of each month		Underwritten NCF:	$2,451,470
First Payment Date:	December 6, 2012		Appraised Value:	$37,500,000
Maturity Date:	November 6, 2022		Appraisal Date:	September 19, 2012
Amortization:	360 months
Additional Debt:	None		Historical NOI
Call Protection(1):	YM1(117), O(3)		TTM NOI:	$2,306,483 (August 31, 2012)
Lockbox / Cash Management:	Hard / In Place		2011 NOI:	$1,642,425 (December 31, 2011)
			2010 NOI:	$1,166,244 (December 31, 2010)
Reserves			2009 NOI:	$2,276,830 (December 31, 2009)
	Initial	Monthly
Taxes:	$215,146	$17,929	Historical Occupancy
Insurance:	$88,145	$12,592	Current Occupancy:	92.1% (September 17, 2012)
Replacement:	$0	$4,919	2011 Occupancy:	92.7% (December 31, 2011)
TI/LC:	$144,500	$15,296	2010 Occupancy:	69.3% (December 31, 2010)
Required Repairs:	$115,625	NAP	2009 Occupancy:	88.1% (December 31, 2009)
Mattress Giant Reserve(2):	$10,000	$0	(1) Release of the Regions Bank parcel, the Chase Bank parcel, and/or the Mattress Giant/Chipotle parcel will be permitted subject to provisions in the loan documents including (i) delivery of a REMIC opinion, (ii) satisfaction of DSCR and LTV tests and (iii) payment of the greater of (a) 90% of the fair market value of the release parcel and (b) 115% of the allocated loan amount. The parcel allocated loan amounts are: Regions Bank - $1,550,000; Chase Bank - $1,550,000 and Mattress Giant/Chipotle - $1,850,000. (2) An upfront reserve of $10,000 was taken at closing with respect to outstanding leasing commissions for the Mattress Giant/Chipotle space. (3) The Wekiva Riverwalk features two parcels subject to ground leases currently improved with Regions Bank (4,820 square feet) and Chase Bank (5,030 square feet). The per square footage calculations throughout utilize 1 sq. ft. for each of the ground lease tenants, consistent with the borrower’s rent roll. Including the two ground-leased buildings, the total property square footage is 229,436 sq. ft. and the Wekiva Riverwalk loan has a cut-off date balance per sq. ft. of $123.

Financial Information
Cut-off Date Balance / Sq. Ft.:		$128
Balloon Balance / Sq. Ft.:		$108
Cut-off Date LTV:		74.9%
Balloon LTV:		63.0%
Underwritten NOI DSCR:		1.37x
Underwritten NCF DSCR:		1.25x
Underwritten NOI Debt Yield:		9.5%
Underwritten NCF Debt Yield:		8.7%

TRANSACTION HIGHLIGHTS

■

Leasing Activity and Tenancy. Since acquisition in 2007, the sponsor has signed leases for approximately 67.8% of the NRA. The sponsor added over 11,000 square feet of space at a total cost of approximately $990,252 and executed leases with Marshall’s and Ross to occupy the space formerly occupied by Beall’s. The Wekiva Riverwalk property is 92.1% occupied by 34 tenants, anchored by Marshall’s (Fitch/Moody’s/S&P: NR/A3/A), Ross Stores (Fitch/Moody’s/S&P: NR/NR/BBB+), Bed Bath & Beyond (Fitch/Moody’s/S&P: NR/NR/BBB+) and United Artists (Fitch/Moody’s/S&P: B-/B3/B+) as of September 17, 2012.

■	Experienced Sponsorship. Woolbright Development, the sponsor, is one of the largest private retail owners in Florida, with a portfolio of more than 30 projects totaling nearly 5 million square feet of retail and mixed-use real estate.

■	Sponsor Equity. The sponsor purchased the property in 2007 for approximately $28.0 million and invested approximately $12.2 million into capital expenditures and tenant improvements as well as another $2.1 million of cash equity in order to refinance the previously existing debt.

B-93

North Dartmouth, MA

Tilton, NH

Auburn, NY

Collateral Asset Summary – Loan Nos. 15, 16, 17

Crossed BJ’s Wholesale Club

Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$27,540,000

60.0%

2.10x

10.9%

Mortgage Loan Information				Property Information
Loan Seller:	LCF			Single Asset / Portfolio(5):	Three Crossed Loans
Loan Purpose:	Acquisition			Property Type:	Single Tenant Retail
Sponsor:	Ladder Capital Finance Holdings LLLP			Collateral:	Fee Simple
Borrowers:	LBWDMA LLC; LBW Sennett LLC;			Location:	Massachusetts, New Hampshire &
	LBW Tilton LLC				New York
Original Balance(1):	$27,540,000			Year Built / Renovated:	1989-1996 / NAP
Cut-off Date Balance(1):	$27,540,000			Total Sq. Ft.:	240,000
% by Initial UPB:	1.8%			Property Management:	Self-managed
Interest Rate:	4.7500%			Underwritten NOI:	$3,013,102
Payment Date:	6th of each month			Underwritten NCF:	$2,787,292
First Payment Date:	February 6, 2013			Appraised Value:	$45,900,000
Anticipated Repayment Date(2):	January 6, 2023			Appraisal Date:	August 7, 2012
Maturity Date	January 6, 2038
Amortization:	Interest Only			Historical NOI
Additional Debt(3):	Future Mezzanine Debt Permitted			TTM NOI:	NAV
Call Protection:	YM(24), DorYM(92), O(4)			2011 NOI:	NAV
Lockbox / Cash Management:	Hard / In Place			2010 NOI:	NAV
				2009 NOI:	NAV
Reserves(4)
	Initial		Monthly	Historical Occupancy
Taxes:	$0		Springing	Current Occupancy:	100.0% (January 6, 2013)
Insurance:	$0		Springing	2011 Occupancy:	NAV
				2010 Occupancy:	NAV
Financial Information(1)				2009 Occupancy:	NAV
Cut-off Date Balance / Sq. Ft.:		$115		(1) Cut-off Date Balance, Underwritten NOI and Underwritten NCF represented in the aggregate for the three crossed loans. (2) If the loan is not repaid by the anticipated repayment date, the interest rate will increase by 2.0% and all excess cash flow will be applied first to payment of principal until the outstanding principal balance of the loan is repaid in full and then to accrued interest. All interest over the interest rate (i.e., the 2.0% increase), together with compound interest thereon at the increased rate (to the extent permitted by applicable law) will accrue until the principal is repaid in full. (3) Future mezzanine debt is permitted subject to certain limits. (4) No ongoing reserve for taxes, insurance, capital expenditures, or TI/LC will be taken during the term of the loan. The properties are 100% occupied by BJ’s Wholesale Club under an absolute net lease with an expiration date 20 years from the origination of the loan. Under the terms of the lease agreements, the tenant pays all taxes and insurance directly, and is responsible for all capital expenditures related to the properties. (5) The properties may be released from the cross collateralization upon an assumption of an individual BJ’s Warehouse Club loan or upon a payoff of a loan by a borrower. There is no premium or fee for a release.
Balloon Balance / Sq. Ft. :		$115
Cut-off Date LTV:		60.0%
Balloon LTV:		60.0%
Underwritten NOI DSCR:		2.27x
Underwritten NCF DSCR:		2.10x
Underwritten NOI Debt Yield:		10.9%
Underwritten NCF Debt Yield:		10.1%

TRANSACTION HIGHLIGHTS

Long Term Triple-Net Lease with No Landlord Obligations: The three crossed loans are 100% leased to BJ’s Wholesale Club (“BJ’s”), under a 20 year master lease agreement with five, five-year renewal options. The renewal options follow the same escalation structure as the primary lease term, increasing annually at the lesser of CPI or 2.0%. In the trailing 12 month period ending January 2012 store sales across the portfolio were $115,130,000 which represents an occupancy cost of approximately 2.8%. The borrowers have the right to cause BJ’s to separate one or more of the properties from the master lease into a stand-alone lease. For as long as a property is subject to the master lease, BJ’s has the right to request a substitution of a property for another property of equal or greater value, subject to satisfaction of certain conditions and subject to the applicable borrower’s approval in its sole (but not arbitrary) discretion. For so long as a property is subject to the cross-collateralization and cross-default, each borrower has the right under the loan documents to request a substitution of a property subject to customary conditions, including, without limitation, no increase in LTV, no decrease in the DSCR, receipt of a rating agency no-downgrade confirmation and receipt of a REMIC opinion.

§	Dark Value: The aggregate dark value of the three crossed BJ’s Wholesale Club properties is $30,700,000, $3,160,000 in excess of the combined loan amount. Based on a combined loan amount of $27,540,000, the loan to dark value ratio is 89.7%

B-94

2200 Glades Road

Boca Raton, FL 33431

Collateral Asset Summary – Loan No. 18

Glades Plaza and Commons at

Town Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$27,000,000

37.5%

3.05x

19.2%

Mortgage Loan Information				Property Information
Loan Seller:	LCF			Single Asset / Portfolio:	Single Asset
Credit Estimate (Moody’s/S&P):	A2/AA+			Property Type:	Unanchored Retail
Loan Purpose:	Acquisition			Collateral:	Fee Simple
Sponsor:	L&B Core Income Partners, L.P.			Location:	Boca Raton, FL
Borrower:	L&B CIP Glades Plaza, LLC			Year Built / Renovated:	1979 / 2003, 2007-2011
Original Balance:	$27,000,000			Total Sq. Ft.:	182,704
Cut-off Date Balance:	$27,000,000			Property Management:	Woolbright Development, Inc.
% by Initial UPB:	1.8%			Underwritten NOI:	$5,170,688
Interest Rate:	4.2500%			Underwritten NCF:	$4,867,717
Payment Date:	6th of each month			Appraised Value:	$72,000,000
First Payment Date:	July 6, 2012			Appraisal Date:	January 31, 2012
Maturity Date:	June 6, 2022
Amortization:	Interest-only for the first 60 months;			Historical NOI
	360 months thereafter			TTM NOI(4):	$4,516,600 (2012 Annualized)
Additional Debt:	None			2011 NOI:	$3,752,075 (December 31, 2011)
Call Protection:	L(31), D(86), O(3)			2010 NOI:	$2,761,238 (December 31, 2010)
Lockbox / Cash Management(1):	Hard / Springing			2009 NOI:	$1,708,337 (December 31, 2009)

Reserves				Historical Occupancy
	Initial		Monthly	Current Occupancy:	93.2% (October 31, 2012)
Taxes(2):	$0		Springing	2011 Occupancy:	75.8% (December 31, 2011)
Insurance(2):	$0		Springing	2010 Occupancy:	62.9% (December 31, 2010)
Replacement(2):	$0		Springing	2009 Occupancy:	59.5% (December 31, 2009)
TI/LC(2):	$0		Springing	(1) Cash management will be triggered if (i) there is an event of default, (ii) there is an event of default under the property management agreement, (iii) the DSCR is less than 1.50x on a trailing twelve month basis, or (iv) any tenant whose lease covers more than 25% of the property (a) goes dark or notifies borrower it intends to vacate its premises; (b) becomes insolvent or a debtor in any bankruptcy action; or (c) has its senior unsecured debt rating downgraded below BBB-. (2) The monthly tax, insurance, replacement and TI/LC escrows will be triggered upon the occurrence of a sweep event. A sweep event will be triggered if (i) there is an event of default, (ii) there is an event of default under the property management agreement, (iii) the DSCR is less than 1.50x on a trailing twelve month basis, or (iv) any tenant whose lease covers more than 25% of the property (a) goes dark or notifies borrower it intends to vacate its premises; (b) becomes insolvent or a debtor in any bankruptcy action; or (c) has its senior unsecured debt rating downgraded below BBB-. (3) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 4.44x and 4.18x, respectively. (4) The Glades Plaza and Commons at Town Center was acquired by the Borrower in May 2012, and complete monthly operating statements for May 2012 are not available. The 2012 YTD annualized include January through April and June through October, annualized.

Financial Information
Cut-off Date Balance / Sq. Ft.:		$148
Balloon Balance / Sq. Ft.:		$135
Cut-off Date LTV:		37.5%
Balloon LTV:		34.2%
Underwritten NOI DSCR(3):		3.24x
Underwritten NCF DSCR(3):		3.05x
Underwritten NOI Debt Yield:		19.2%
Underwritten NCF Debt Yield:		18.0%

TRANSACTION HIGHLIGHTS

§	Location. The Glades Plaza and Commons at Town Center is located on the dense Glades Road commercial corridor in the Boca Raton market and is adjacent to the primary retail destination in the greater Boca Raton area, the Town Center at Boca Raton.

Sponsor Equity. L&B Core Income Partners, L.P. acquired the Glades Plaza and Commons at Town Center property for $75.0 million ($411 PSF) in May 2012. Based on a cost basis of approximately $75.5 million the sponsor has approximately $48.5 million of equity in Glades Plaza and Commons at Town Center.

§	Credit Metrics. The Glades Plaza and Commons at Town Center loan has a 37.5% Cut-off Date LTV based on the appraised value, a 3.05x Underwritten NCF DSCR (based on amortizing debt service payments) and an Underwritten NOI Debt Yield of 19.2%.

B-95

2655 Saviers Road

Oxnard, CA 93033

Collateral Asset Summary – Loan No. 19

Centerpoint Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$27,000,000

58.7%

1.57x

10.4%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition		Property Type:	Anchored Retail
Sponsor(1):	Said Shooshani; Said and Homa		Collateral:	Fee Simple
	Shooshani Family Trust, on a joint and		Location:	Oxnard, CA
	several basis		Year Built / Renovated:	1966 / 1997-1999, 2012
Borrower:	Centerpoint Mall, LLC		Total Sq. Ft.:	379,970
Original Balance:	$27,000,000		Property Management:	ETC Real Estate Services, Inc.
Cut-off Date Balance:	$27,000,000		Underwritten NOI:	$2,805,865
% by Initial UPB:	1.8%		Underwritten NCF:	$2,479,817
Interest Rate:	4.1640%		Appraised Value:	$46,000,000
Payment Date:	6th of each month		Appraisal Date:	November 21, 2012
First Payment Date:	February 6, 2013
Maturity Date:	January 6, 2023		Historical NOI
Amortization:	360 months		TTM NOI:	$1,587,721 (T-12 September 30, 2012)
Additional Debt:	None		2011 NOI:	$2,238,850 (December 31, 2011)
Call Protection:	L(24), D(92), O(4)		2010 NOI:	$2,199,793 (December 31, 2010)
Lockbox / Cash Management(2):	Hard / Springing		2009 NOI:	NAV

Reserves			Historical Occupancy
	Initial	Monthly	Current Occupancy(7):	98.7% (December 20, 2012)
Taxes:	$168,230	$42,058	2011 Occupancy:	99.0% (December 31, 2011)
Insurance(3):	$0	Springing	2010 Occupancy:	93.3% (December 31, 2010)
Replacement(4):	$0	$9,502	2009 Occupancy:	NAV
TI/LC(4):	$0	$19,308	(1) The sponsor is also the sponsor for the mortgage loan identified in Annex A-1 to the free writing prospectus as Venice Crossroads, which has a cut-off date principal balance of $33,000,000. (2) Cash management will be triggered upon (i) an event of default, (ii) the DSCR falls below 1.15x on the last day of any calendar quarter and (iii) the commencement of a “Primary Tenant Sweep Period”. A Primary Tenant Sweep Period begins during the occurrence of (i) 12 months prior to the Wal- Mart lease expiration date, (ii) Wal-Mart gives notice to terminate or cancel its lease, or the Wal-Mart lease is otherwise terminated, prior to the scheduled expiration date, (iii) Wal-Mart goes dark, (iv) an event of default by Wal-Mart under its lease, or (v) a bankruptcy or insolvency proceeding of Wal-Mart. A Primary Tenant Sweep Period will not, however, trigger a hard lockbox with cash management if the borrower posts a letter of credit in accordance with the requirements of the loan documents. (3) The borrower will be required to make monthly deposits of 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place. (4) Monthly replacement reserve deposits are subject to a $342,077 cap. Monthly TI/LC reserve deposits are subject to a $695,091 cap. (5) Future TI reserve represents multiple upfront tenant improvement reserves. (6) During a Primary Tenant Sweep Period, all excess cash will be deposited into the primary tenant sweep reserve, subject to a cap of $760,000. (7) Current Occupancy includes Wal-Mart, which began its lease in December 2012 and is expected to open by the end of January 2013, and the Behavioral Health Department, which will take occupancy when its space is complete.
Wal-Mart Holdback:	$235,000	$0
Behavioral Health Department
Rent Abatement:	$126,797	$0
Environmental:	$80,000	$0
Future TI(5):	$321,600	$0
Primary Tenant Sweep(6):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$71
Balloon Balance / Sq. Ft.:	$57
Cut-off Date LTV:	58.7%
Balloon LTV:	46.9%
Underwritten NOI DSCR:	1.78x
Underwritten NCF DSCR:	1.57x
Underwritten NOI Debt Yield:	10.4%
Underwritten NCF Debt Yield:	9.2%

TRANSACTION HIGHLIGHTS

Tenancy. Centerpoint Mall is a 379,970 square foot retail center with approximately 64 tenants, including nine credit tenants totaling approximately 44.3% of net rentable square feet. Major tenants include Wal-Mart and Superior Grocers, which make up approximately 36.3% of net rentable square feet. Wal-Mart, which spent approximately $8.0 million on its space, signed a 10-year lease that began in December 2012 and is expected to open by the end of January 2013. Superior Grocers reported 2011 annualized sales of approximately $27.0 million ($436 PSF) with an occupancy cost of 1.1%.

Sponsor Equity. The sponsor, who contributed approximately $19.5 million to acquire Centerpoint Mall, has been involved in commercial real estate since the mid 1970’s and owns 84% of Shooshani Developers LLC. Shooshani Developers specializes in the development, redevelopment, management and acquisition of community centers anchored by grocery, drugstore and junior department stores throughout Southern California.

B-96

1 Hartsfield Center Parkway

Atlanta, GA 30354

Collateral Asset Summary – Loan No. 20

Renaissance Concourse Atlanta

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$25,250,000

67.3%

1.99x

15.7%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Full Service Hospitality
Sponsor:	Kline Hotel Holdings, LLC; Oaktree		Collateral(5):	Leasehold
	Real Estate Opportunities Fund V, LP		Location:	Atlanta, GA
Borrower:	Hartsfield Hotel Project Owner, LLC		Year Built / Renovated:	1992 / 2005, 2012-2013
Original Balance:	$25,250,000		Rooms:	387
Cut-off Date Balance:	$25,250,000		Property Management:	Self-managed
% by Initial UPB:	1.7%		Underwritten NOI:	$3,967,162
Interest Rate:	3.9800%		Underwritten NCF:	$2,871,653
Payment Date:	6th of each month		“As-is” Appraised Value:	$37,500,000
First Payment Date:	February 6, 2013		“As-is” Appraisal Date:	November 1, 2012
Maturity Date:	January 6, 2018		“As Stabilized” Appraised Value(4):	$39,900,000
Amortization:	360 months		“As Stabilized” Appraisal Date(4):	November 1, 2014
Additional Debt:	None
Call Protection:	L(24), D(31), O(5)		Historical NOI
Lockbox / Cash Management(1):	Soft / Springing		TTM NOI:	$3,717,511 (T-12 November 2, 2012)
			2011 NOI:	$2,608,979 (December 31, 2011)
Reserves			2010 NOI:	$2,895,179 (December 31, 2010)
	Initial	Monthly	2009 NOI:	$3,095,225 (December 31, 2009)
Taxes(2):	$67,517	Springing
Insurance(2):	$0	Springing	Historical Occupancy
Replacement(3):	$0	Springing	Current Occupancy:	72.4% (November 2, 2012)
Ground Rent(2):	$0	Springing	2011 Occupancy:	67.5% (December 31, 2011)
			2010 Occupancy:	75.6% (December 31, 2010)
Financial Information			2009 Occupancy:	76.9% (December 31, 2009)
Cut-off Date Balance / Room:	$65,245		(1) A hard lockbox with cash management will be triggered upon (i) an event of default, or (ii) if the DSCR is less than 1.10x on the last day of any calendar quarter. (2) If at any time, the property manager fails to make the required real estate tax payment, annual insurance premium payment or ground lease payment, the borrower will be required to make monthly escrow deposits, into the respective delinquent reserve, equal to 1/12 of the estimated annual payment for the respective tax bill, insurance premium or ground rent. (3) If at any time the property manager fails to deposit into the replacement reserve an amount equal to 5.0% of gross revenues for the prior month, the borrower will be required to make a deposit equal to the deficient amount. (4) The “As Stabilized” LTV is 63.3% based on achieving a stabilized occupancy of 74.0% with ADR of $117.65. (5) The Property is subject to a long term ground lease that began in June 1988 and expires in June 2078. The ground rent consists of a fixed amount of $145,249 plus 1.5% of annual gross revenues. Marriott pays the ground rent directly on a monthly basis.
Balloon Balance / Room:	$59,190
Cut-off Date LTV(4):	67.3%
Balloon LTV:	61.1%
Underwritten NOI DSCR:	2.75x
Underwritten NCF DSCR:	1.99x
Underwritten NOI Debt Yield:	15.7%
Underwritten NCF Debt Yield:	11.4%

TRANSACTION HIGHLIGHTS

Location. The Renaissance Concourse Atlanta hotel is located adjacent to the Hartsfield-Jackson Atlanta International Airport, one of the busiest airports in the world, servicing approximately 90 million passengers per year. In addition, the Renaissance Concourse Atlanta hotel is located across the street from the world headquarters of Delta Airlines, the hotel’s largest customer.

Hotel Amenities. The hotel is comprised of an 11-story interior atrium building with 26,974 sq. ft. of meeting space, two food and beverage outlets, extensive fitness center, an indoor and outdoor swimming pool, business center and gift shop. A $4.0 million guestroom renovation is underway that began in November 2012 and is expected to be completed in March 2013.

Performance. As of November 2, 2012, the occupancy, ADR and RevPAR for the trailing twelve months were 72.1%, $103.27 and $74.43, respectively. For the trailing twelve months ending October 31, 2012, the hotel achieved occupancy, ADR and RevPAR penetration rates of 102.1%, 113.1% and 115.5%, respectively.

B-97

906-918 West Watauga Avenue

Johnson City, TN 37604

Collateral Asset Summary – Loan No. 21

University Edge

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$24,825,000

65.9%

1.58x

9.4%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition			Property Type:	Multifamily / Student Housing
Sponsor(1)(2):	Mohannad S. Malas			Collateral:	Fee Simple
Borrower(2):	Johnson City Property LL, LLC			Location:	Johnson City, TN
Original Balance:	$24,825,000			Year Built / Renovated:	2011 / NAP
Cut-off Date Balance:	$24,825,000			Total Units / Beds:	192 / 624
% by Initial UPB:	1.7%			Property Management:	Peak Campus Management, LLC
Interest Rate:	4.1290%			Underwritten NOI:	$2,345,171
Payment Date:	6th of each month			Underwritten NCF:	$2,289,011
First Payment Date:	February 6, 2013			Appraised Value:	$37,680,000
Maturity Date:	January 6, 2023			Appraisal Date:	November 27, 2012
Amortization:	Interest-only for the first 36 months;
	360 months thereafter			Historical NOI(5)
Additional Debt:	None			TTM NOI:	$2,141,578 (T-12 October 31, 2012)
Call Protection:	L(24), D(92), O(4)			2011 NOI:	$748,842 (December 31, 2011)
Lockbox / Cash Management(3):	Soft / Springing
				Historical Occupancy(5)(6)
Reserves				Current Occupancy:	92.5% (November 19, 2012)
	Initial		Monthly	2011 Occupancy:	78.7% (December 31, 2011)
Taxes:	$31,917		$22,000	(1) The sponsor is also the sponsor under the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as The Summit at Coates Run, which has a cut-off date principal balance of $34,600,000. (2) The University Edge loan is structured to be Shari’ah compliant. For additional information, see “Description of the Mortgage Pool – Shari’ah Compliant Lending Structure” in the free writing prospectus. (3) Cash management will be triggered (i) during an event of default or (ii) if the borrower fails to maintain an actual DSCR of 1.25x for two consecutive quarters until the actual DSCR after the end of two consecutive quarters is at least equal to 1.30x. (4) Represents 125% of the estimated cost for immediate repairs. (5) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.26x and 2.20x, respectively. (6) University Edge was constructed in 2011 with the first residents taking occupancy in May of 2011. (7) Occupancy based on Total Beds.
Insurance:	$47,789		$4,107
Replacement:	$0		$4,680
Immediate Repairs(4):	$225,750		NAP

Financial Information
Cut-off Date Balance / Unit (Bed):	$129,297 ($39,784)
Balloon Balance / Unit (Bed):	$112,195 ($34,522)
Cut-off Date LTV:		65.9%
Balloon LTV:		57.2%
Underwritten NOI DSCR(5):		1.62x
Underwritten NCF DSCR(5):		1.58x
Underwritten NOI Debt Yield:		9.4%
Underwritten NCF Debt Yield:		9.2%

TRANSACTION HIGHLIGHTS

§	Cash Equity. The sponsor acquired University Edge for $33.1 million contributing $8.9 million of cash equity at closing (26.9% of purchase price).

§	Proximity to University. University Edge is located approximately 0.5 mile east of East Tennessee State University, which had 2011-2012 enrollment of 14,662 students, a 32.2% increase since 2001.

§	Property Quality. Built in 2011, University Edge is a Class A student housing property, which offers amenities including fully-furnished units, private shuttle to campus, fitness center, swimming pool, computer lab, game room and lounge area.

§	Occupancy. After opening in 2011, the property leased up to 92.5% occupancy as of November 19, 2012. The competitive set of five properties is 98.5% occupied.

Experienced Property Management. Peak Campus Management, LLC, founded in 1995, currently manages 26,000 beds at 47 student housing properties in college markets from Maine to California. Peak Campus Management, LLC also manages the mortgaged property identified on Annex A-1 to this free-writing prospectus as The Summit at Coates Run.

§	Lease Structure. Leases are generally structured with 12-month terms and require parental guarantees unless the tenant independently qualifies (approximately 90% of current leases have parental guarantees).

B-98

351 California Street

San Francisco, CA 94104

Collateral Asset Summary – Loan No. 22

351 California Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$23,469,482

48.8%

1.56x

9.9%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	CBD Office
Sponsor:	Polidev Investments, Inc.; Erol		Collateral:	Fee Simple
	Tabanca		Location:	San Francisco, CA
Borrower:	351 California Street Holdings, LLC		Year Built / Renovated:	1920 / 2010
Original Balance:	$23,500,000		Total Sq. Ft.:	129,359
Cut-off Date Balance:	$23,469,482		Property Management:	Polidev International, LLC
% by Initial UPB:	1.6%		Underwritten NOI(3):	$2,318,164
Interest Rate:	4.1100%		Underwritten NCF(3):	$2,130,595
Payment Date:	6th of each month		Appraised Value:	$48,100,000
First Payment Date:	January 6, 2013		Appraisal Date:	October 26, 2012
Maturity Date:	December 6, 2022
Amortization:	360 months		Historical NOI(3)
Additional Debt:	None		TTM NOI:	$1,195,922 (T-12 August 31, 2012)
Call Protection:	L(25), YM1(92), O(3)		2011 NOI:	$993,639 (December 31, 2011)
Lockbox / Cash Management(1):	Hard / Springing		2010 NOI:	NAV (December 31, 2010)

Reserves			Historical Occupancy(3)
	Initial	Monthly	Current Occupancy:	87.4% (November 30, 2012)
Taxes:	$128,333	$25,667	2011 Occupancy:	70.0 %(December 31, 2011)
Insurance:	$41,954	$28,678	2010 Occupancy:	72.5% (December 31, 2010)
Replacement:	$0	$2,156	(1) Cash management will be triggered (i) during an event of default, (ii) during any bankruptcy action of borrower, sponsor, guarantor or property manager, or (iii) if the borrower fails to maintain an actual DSCR of 1.20x for two consecutive quarters until the actual DSCR after the end of four consecutive quarters is at least equal to 1.25x. (2) Initial TI/LC reserve of $320,000 for outstanding tenant improvements owed to Research Triangle Institute whose executed lease begins in March 2013. (3) 351 California Street was acquired out of foreclosure by the sponsor in 2010. At the time of acquisition, the property had significant deferred maintenance and fire code violations. The sponsor subsequently invested approximately $1.5 million in capital expenditures and tenant improvements to stabilize the property, resulting in occupancy increasing from approximately 67% at acquisition to 87.4% as of November 30, 2012.
TI/LC(2):	$320,000	$13,475

Financial Information
Cut-off Date Balance / Sq. Ft.:		$181
Balloon Balance / Sq. Ft.:		$145
Cut-off Date LTV:		48.8%
Balloon LTV:		39.0%
Underwritten NOI DSCR:		1.70x
Underwritten NCF DSCR:		1.56x
Underwritten NOI Debt Yield:		9.9%
Underwritten NCF Debt Yield:		9.1%

TRANSACTION HIGHLIGHTS

■	Sponsor Basis. The sponsor acquired the property in 2010 for $35.0 million and invested approximately $1.5 million in capital expenditures and tenant improvements, resulting approximately $13 million of cash equity remaining in the transaction.

■	Infill Location. The property is located along a major thoroughfare within the Financial District of downtown San Francisco, with access to the BART subway system within three blocks and the cable car line running in front of the property.

■

Diverse Tenancy. 351 California Street is 87.4% leased to 29 office tenants and one retail tenant. The largest tenant is CVS (rated BBB+/Baa2/BBB+ by Fitch/Moody’s/S&P), which signed a 10-year lease in April 2011 and occupies 6.8% of the net rentable area. No other tenant occupies more than 6.2% of the net rentable area.

■	Strong Office/Retail Market. The Financial District submarket is outperforming the greater San Francisco market with a current submarket vacancy rate of 8.4%, as compared to 9.7% for all of San Francisco, and a retail vacancy rate of 1.8% as compared to 2.5% for all of San Francisco.

■	Leasing Momentum. Since purchasing 351 California Street in September 2010, the sponsor has invested over $1.4 million in capital expenditures and TI/LC’s, resulting in 21 new leases comprising 73,711 sq. ft., and increasing occupancy from 67.0% at acquisition to 87.4% as of November 30, 2012.

■	Below Market Rents. Twenty-one tenants occupying 85,184 sq. ft. and 65.9% of the net rentable area currently have in-place leases below the appraiser concluded market rents, resulting in a weighted average office rent that is 19.0% below market.

B-99

Deutsche Mortgage & Asset Receiving Corporation,

Depositor

Commercial Mortgage Pass-Through Certiﬁcates,

(Issuable in Series By Separate Issuing Entities)

Deutsche Mortgage & Asset Receiving Corporation will periodically offer commercial mortgage pass-through certiﬁcates in separate series. We will offer the certiﬁcates through this prospectus and a separate prospectus supplement for each series. Each series of certiﬁcates will represent in the aggregate the entire beneﬁcial ownership interest in a trust fund that we will form. The primary assets of each trust fund will consist of:

●

various types of multifamily or commercial mortgage loans,

●

mortgage participations, pass-through certiﬁcates or other mortgage-backed securities that evidence interests in one or more of various types of multifamily or commercial mortgage loans, or

●

combination of the assets described above.

The offered certiﬁcates will not represent an interest in or an obligation of us, any of our affiliates, Deutsche Bank AG or any of its affiliates. If so speciﬁed in the related prospectus supplement, the offered certiﬁcates or the assets of the related trust fund may be insured or guaranteed by an entity speciﬁed therein. Otherwise, neither the offered certiﬁcates nor the assets of the related trust fund will be guaranteed or insured by us or any of our afﬁliates or by any governmental agency of instrumentality, or any other person.

If speciﬁed in the related prospectus supplement, the trust fund for a series of certiﬁcates may include credit support effected through subordination of one or more classes of certiﬁcates to other classes, cross-support provisions, overcollateralization, letters of credit, loan insurance policies, certiﬁcate insurance policies, guarantees, surety bonds, reserve funds or a combination of the foregoing, and may also include guaranteed investment contracts, interest rate exchange agreements, interest rate cap or floor agreements or currency exchange agreements as described in this prospectus.

The certiﬁcates of a series will evidence beneﬁcial ownership interests in the trust fund. We may divide the certiﬁcates of a series into two or more classes which may have different interest rates and which may receive principal payments in differing proportions and at different times. Structural credit enhancement will generally be provided for the respective classes of offered certiﬁcates through the subordination of more junior classes of offered and/or non-offered certiﬁcates. Accordingly, your rights as holders of certain classes may be subordinate to the rights of holders of other classes to receive principal and interest.

Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of the offered certiﬁcates or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should review the information appearing on page 10 in this prospectus under the caption “Risk Factors” and under the caption “risk factors” in the related prospectus supplement before purchasing any offered certiﬁcate.

We may offer the offered certiﬁcates of any series through one or more different methods, including offerings through underwriters, as described under “Method of Distribution” in this prospectus and in the related prospectus supplement. There will be no secondary market for the offered certiﬁcates of any series prior to the offering thereof. We cannot assure you that a secondary market for any offered certiﬁcates will develop or, if it does develop, that it will continue. Unless the related prospectus supplement provides otherwise, the certiﬁcates will not be listed on any securities exchange.

The date of this prospectus is January 17, 2013

Important Notice About Information In This Prospectus

And The Accompanying Prospectus Supplement

Information about the certiﬁcates being offered to you is contained in two separate documents that progressively provide more detail: (a) this prospectus, which provides general information, some of which may not apply to the series of certiﬁcates offered to you; and (b) the accompanying prospectus supplement, which describes the speciﬁc terms of the series of certiﬁcates offered to you. Investors reviewing this prospectus should also carefully review the information in the related prospectus supplement in order to determine the speciﬁc terms of each offering.

In this prospectus, the terms “Depositor”, “we”, “us” and “our” refer to Deutsche Mortgage & Asset Receiving Corporation. You should rely only on the information contained in this prospectus and the accompanying prospectus supplement. We have not authorized anyone to provide you with information that is different. In addition, information in this prospectus or any related prospectus supplement is current only as of the date on its cover. By delivery of this prospectus and any related prospectus supplement, we are not offering to sell any securities, and are not soliciting an offer to buy any securities, in any state where the offer and sale is not permitted.

Incorporation of Certain Information By Reference and Available Information

With respect to any series of certiﬁcates offered by this prospectus, there are incorporated herein by reference all documents and reports (other than Annual Reports on Form 10-K) ﬁled by or on behalf of Deutsche Mortgage & Asset Corporation with respect to the related trust fund prior to the termination of the related offering pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that relate speciﬁcally to such series of certiﬁcates. Deutsche Mortgage & Asset Receiving Corporation will provide without charge to any beneﬁcial owner to whom this prospectus is delivered in connection with the offering of one or more classes of offered certiﬁcates, upon written or oral request of such person, a copy of any or all documents or reports incorporated herein by reference, in each case to the extent such documents or reports relate to one or more of such classes of such offered certiﬁcates, other than the exhibits to such documents (unless such exhibits are speciﬁcally incorporated by reference in such documents). Requests for this information should be directed in writing to the Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention: Secretary, or by telephone at (212) 250-2500.

Deutsche Mortgage & Asset Receiving Corporation has ﬁled with the Securities and Exchange Commission a registration statement (of which this prospectus forms a part) under the Securities Act of 1933, as amended, with respect to the offered certiﬁcates. This prospectus and the prospectus supplement relating to each series of offered certiﬁcates contain summaries of the material terms of the documents referred to in this prospectus and such prospectus supplement, but do not contain all of the information set forth in the registration statement pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, Deutsche Mortgage & Asset Receiving Corporation will ﬁle or cause to be ﬁled with the Securities and Exchange Commission such periodic reports with respect to each trust fund as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

You can read and copy any document ﬁled by Deutsche Mortgage Asset & Receiving Corporation at prescribed rates at the Securities and Exchange Commission’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of such material can also be obtained electronically through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system at the Securities and Exchange Commission’s Web site (http://www.sec.gov).

TABLE OF CONTENTS

SUMMARY OF PROSPECTUS	1
RISK FACTORS	11
The Lack of Liquidity May Make it Difﬁcult for You to Resell Your Offered Certiﬁcates and May Have an Adverse Effect on the Market Value of Your Offered Certiﬁcates	11
The Trust Fund’s Assets May Be Insufﬁcient To Allow For Payment In Full On Your Certiﬁcates	12
Any Credit Support for Your Offered Certiﬁcates May Be Insufﬁcient to Protect You Against All Potential Losses	12
Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans which May Be Highly Unpredictable	13
Prepayments May Reduce The Average Life or the Yield of Your Certiﬁcates	14
Taxes on Foreclosure Property Will Reduce Amounts Available to Make Payments on the Offered Certificates	15
Ratings Do Not Guaranty Payment	16
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in Each Trust Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our Other Trusts	16
Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certiﬁcates	17
The Borrower’s Form of Entity May Not Prevent the Borrower’s Bankruptcy	26
Risks Related to Terrorist Attacks and Military Conflict	27
Some Certiﬁcates May Not Be Appropriate for ERISA Plans	28
Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates	28
Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences	28
Certain Federal Tax Considerations Regarding Original Issue Discount	29
Bankruptcy Proceedings Entail Certain Risks	29
Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment	30
Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool	30
Termination of the Trust Fund Could Affect the Yield on Your Offered Certiﬁcates	30
Underwritten Net Cash Flow and Stabilized Values May Be Based on Flawed Assumptions	31
THE SPONSOR	31
OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS	32
THE DEPOSITOR	32
DESCRIPTION OF THE TRUST FUNDS	32
General	32
Mortgage Loans	34
MBS	39
Certiﬁcate Accounts	40
Credit Support	40
Cash Flow Agreements	41
YIELD AND MATURITY CONSIDERATIONS	41
General	41
Pass-Through Rate	41
Payment Delays	42
Certain Shortfalls in Collections of Interest	42
Yield and Prepayment Considerations	42
Weighted Average Life and Maturity	44
Controlled Amortization Classes and Companion Classes	44
Other Factors Affecting Yield, Weighted Average Life and Maturity	45
DESCRIPTION OF THE CERTIFICATES	47
General	47
Distributions	48
Distributions of Interest on the Certiﬁcates	48
Distributions of Principal of the Certiﬁcates	50

iii

Distributions on the Certiﬁcates in Respect of Prepayment Premiums or in Respect of Equity Participations	50
Allocation of Losses and Shortfalls	50
Advances	51
Reports to Certiﬁcateholders	52
Voting Rights	53
Termination	53
Book-Entry Registration and Deﬁnitive Certiﬁcates	54
Depositable and Exchangeable Certificates	55
DESCRIPTION OF THE POOLING AGREEMENTS	57
General	57
Assignment of Mortgage Loans; Repurchases	58
Representations and Warranties; Repurchases	59
Collection and Other Servicing Procedures	60
Primary Servicers and Sub-Servicers	62
Certiﬁcate Account	62
Modiﬁcations, Waivers and Amendments of Mortgage Loans	65
Realization upon Defaulted Mortgage Loans	65
Hazard Insurance Policies	67
Due-on-Sale and Due-on-Encumbrance Provisions	68
Servicing Compensation and Payment of Expenses	68
Evidence as to Compliance	69
Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor	69
Termination Events	70
Rights upon Termination Event	71
Amendment	72
List of Certiﬁcateholders	73
The Trustee	73
Duties of the Trustee	73
Certain Matters Regarding the Trustee	73
Resignation and Removal of the Trustee	74
Additional Parties to the Agreements	74
DESCRIPTION OF CREDIT SUPPORT	74
General	74
Subordinate Certiﬁcates	75
Cross-Support Provisions	75
Overcollateralization	75
Letter of Credit	75
Insurance or Guarantees with Respect to Mortgage Loans	76
Certiﬁcate Insurance and Surety Bonds	76
Reserve Funds	76
Credit Support with Respect to MBS	76
CASH FLOW AND DERIVATIVES AGREEMENTS	77
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS	77
General	77
Types of Mortgage Instruments	77
Leases and Rents	78
Personalty	78
Foreclosure	78
Bankruptcy Laws	82
Environmental Considerations	86
Due-on-Sale and Due-on-Encumbrance Provisions	88
Junior Liens; Rights of Holders of Senior Liens	88
Subordinate Financing	89
Default Interest and Limitations on Prepayments	89

Applicability of Usury Laws	89
Certain Laws and Regulations	89
Americans with Disabilities Act	90
Servicemembers Civil Relief Act	90
Forfeitures in Drug and RICO Proceedings	90
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	91
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES	91
General	91
Status of REMIC Certiﬁcates	92
Qualiﬁcation as a REMIC	92
Taxation of Regular Certiﬁcates	94
Taxation of Residual Certiﬁcates	101
Taxes that May Be Imposed on the REMIC Pool	109
Liquidation of the REMIC Pool	110
Administrative Matters	110
Limitations on Deduction of Certain Expenses	110
Taxation of Certain Foreign Investors	111
3.8% Medicare Tax on “Net Investment Income”	112
Backup Withholding	112
Reporting Requirements	113
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION IS MADE	113
Standard Certiﬁcates	113
Stripped Certiﬁcates	116
Reporting Requirements and Backup Withholding	119
Taxation of Certain Foreign Investors	120
Taxation of Classes of Exchangeable Certificates	120
STATE, LOCAL AND OTHER TAX CONSEQUENCES	121
CERTAIN ERISA CONSIDERATIONS	121
General	121
Plan Asset Regulations	122
Prohibited Transaction Exemptions	123
Tax Exempt Investors	126
LEGAL INVESTMENT	126
USE OF PROCEEDS	126
METHOD OF DISTRIBUTION	127
LEGAL MATTERS	128
FINANCIAL INFORMATION	128
RATING	128
INDEX OF DEFINED TERMS	130

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	SUMMARY OF PROSPECTUS

	This summary highlights selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of an offering of certiﬁcates, read this entire document and the accompanying prospectus supplement carefully.

	Securities Offered	Mortgage pass-through certiﬁcates, issuable in series. Each series of certiﬁcates will represent beneﬁcial ownership in a trust fund. Each trust fund will own a segregated pool of certain mortgage assets, described below under “—The Mortgage Assets.”

	Relevant Parties

	Who We Are	Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. See “The Depositor.” Our principal ofﬁces are located at 60 Wall Street, New York, New York 10005. Our telephone number is (212) 250-2500.

	Issuing Entity	The issuing entity with respect to each series will be a New York common law trust formed by the depositor and containing the assets described in this prospectus and speciﬁed in the related prospectus supplement.

	Trustee	The trustee for each series of certiﬁcates will be named in the related prospectus supplement. See “Description of the Pooling Agreements—The Trustee.”

	Master Servicer	If a trust fund includes mortgage loans, then each master servicer, for the corresponding series of certiﬁcates will be named in the related prospectus supplement. Certain of the duties of the master servicer may be performed by one or more primary servicers or sub-servicers. See “Description of the Pooling Agreements—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor.”

	Special Servicer	If a trust fund includes mortgage loans, then each special servicer for the corresponding series of certiﬁcates will be named, or the circumstances under which a special servicer may be appointed will be described, in the related prospectus supplement. See “Description of the Pooling Agreements—Collection and Other Servicing Procedures.”

	MBS Administrator	If a trust fund includes mortgage-backed securities, then the entity responsible for administering such mortgage-backed securities will be named in the related prospectus supplement.

	REMIC Administrator	The person responsible for the various tax-related administration duties for a series of certiﬁcates as to which one or more REMIC elections have been made, will be named in the related prospectus supplement. See “Description of the Pooling Agreements—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor.”

	Other Parties	If so speciﬁed in the prospectus supplement for a series, there may be one or more additional parties to the related pooling and servicing agreement, including but not limited to (i) a paying agent, which will make payments and perform other speciﬁed duties with respect to the

	certiﬁcates, (ii) a certiﬁcate registrar, which will maintain the register of certiﬁcates and perform certain duties with respect to certiﬁcate transfer, (iii) an authenticating agent, which will countersign the certiﬁcates on behalf of the trustee and/or (iv) a ﬁscal agent, which will be required to make advances if the trustee fails to do so when required.

Sponsors	The sponsor or sponsors for each series of certiﬁcates will be named in the related prospectus supplement. The sponsor or sponsors will initiate the issuance of a series of certiﬁcates and will sell mortgage loans to the depositor. If speciﬁed in the related prospectus supplement, the sponsor or co-sponsor may be German American Capital Corporation, an afﬁliate of the depositor.

Sellers	The seller or sellers of the mortgage loans or other assets will be named in the related prospectus supplement. A seller may be an afﬁliate of Deutsch Mortgage & Asset Receiving Corporation, the depositor. The depositor will purchase the mortgage loans or other assets from the seller or sellers, on or before the issuance of the related series of certiﬁcates.

Originators	If the mortgage loans or other assets have been originated by an entity other than the related sponsor or loan seller, the prospectus supplement will identify the related originator and set forth certain information with respect thereto.

Information About The Mortgage Pool

The Mortgage Assets	The mortgage assets will be the primary assets of any trust fund. The mortgage assets with respect to each series of certiﬁcates will, in general, consist:

	●	various types of multifamily (which include manufactured housing community) or commercial mortgage loans,

	●	mortgage participations, pass-through certiﬁcates or other mortgage-backed securities that evidence interests in one or more of various types of multifamily or commercial mortgage loans, or

	●	a combination of the assets described above.

	If so specified in the related prospectus supplement, a trust fund may include mortgage loans secured by liens on real estate projects under construction. The mortgage loans will not be guaranteed or insured by us or any of our afﬁliates or, unless the related prospectus supplement speciﬁes otherwise, by any governmental agency or instrumentality or by any other person. If the related prospectus supplement so provides, some mortgage loans may be delinquent as of the date the related trust fund is formed.

	If the related prospectus supplement so provides, a mortgage loan:

	●	may provide for no accrual of interest or for accrual of interest at an interest rate that is ﬁxed over its term, that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a ﬁxed interest rate, or from a ﬁxed to an adjustable rate,

	●	may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reﬂect the occurrence of certain events, and may permit negative amortization,

	●	may be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date,

	●	may prohibit prepayments over its term or for a certain period and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments,

	●	may provide for defeasance of the mortgage loan, and

	●	may provide for payments of principal, interest or both, on regular due dates or at such other interval as is speciﬁed in the related prospectus supplement.

	Each mortgage loan will have had an original term to maturity of not more than 40 years. We will not originate any mortgage loans. Some or all of the mortgage loans in any trust fund may have been originated by an affiliate of the depositor. See “Description of the Trust Funds—Mortgage Loans.”

	If any mortgage loan, or group of related mortgage loans, constitutes a 10% or greater concentration of credit risk, ﬁnancial statements or other ﬁnancial information with respect to the related mortgaged property or mortgaged properties will be included in the related Prospectus Supplement. See “Description of the Trust Funds—Mortgage Loans—Mortgage Loan Information in Prospectus Supplements.”

	If the related prospectus supplement so speciﬁes, the mortgage assets with respect to a series of certiﬁcates may also include, or consist of, mortgage participations, mortgage pass-through certiﬁcates and/or other mortgage-backed securities, that evidence an interest in, or are secured by a pledge of, one or more mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus and which may or may not be issued, insured or guaranteed by the United States or an agency or instrumentality thereof. See “Description of the Trust Funds—MBS.”

Information About The Certiﬁcates

The Certiﬁcates	Each series of certiﬁcates will be issued in one or more classes pursuant to a pooling and servicing agreement or other agreement speciﬁed in the related prospectus supplement and will represent in the aggregate the entire beneﬁcial ownership interest in the related trust fund.

	The certiﬁcates of each series may consist of one or more classes of certiﬁcates that, among other things:

	●	are senior or subordinate to one or more other classes of certiﬁcates in entitlement to certain distributions on the certiﬁcates;

	●	are entitled to distributions of principal with disproportionate, nominal or no distributions of interest;

	●	are entitled to distributions of interest, with disproportionate nominal or no distributions of principal;

	●	provide for distributions of interest or principal that commence only after the occurrence of certain events, such as the retirement of one or more other classes of certiﬁcates of such series;

	●	provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;

	●	provide for distributions of principal to be made, subject to available funds, based on a speciﬁed principal payment schedule or other methodology;

	●	provide for distributions based solely or primarily on speciﬁed mortgage assets or a speciﬁed group of mortgage assets; or

	●	provide for distribution based on collections on the mortgage assets in the related trust fund attributable to prepayment premiums, yield maintenance payments or equity participations.

	If so speciﬁed in the related prospectus supplement, a series of certiﬁcates may include one or more “controlled amortization classes,” which will entitle the holders thereof to receive principal distributions according to a speciﬁed principal payment schedule. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certiﬁcates” and “—Prepayments May Reduce the Yield on Your Certiﬁcates.”

	If the related prospectus supplement so provides, a class of certiﬁcates may have two or more component parts, each having characteristics that are otherwise described in this prospectus as being attributable to separate and distinct classes.

	The certiﬁcates will not be guaranteed or insured by us or any of our afﬁliates, by any governmental agency or instrumentality or by any other person or entity, unless the related prospectus supplement speciﬁes otherwise. See “Risk Factors—Limited Assets.”

Distributions of Interest on the Certiﬁcates	Each class of certiﬁcates, other than certain classes of principal-only certiﬁcates and certain classes of residual certiﬁcates, will accrue interest on its certiﬁcate balance or, in the case of certain classes of interest-only certiﬁcates, on a notional amount, based on a ﬁxed, floating, variable or adjustable interest rate. Common indices used for determining floating interest rates include one-month, three-month, six-month and one-year “LIBOR” (an average of the interest rate on one-month, three-month, six-month or one-year dollar-denominated deposits traded between banks in London), “CMT” (weekly or monthly average yields of U.S. treasury short and long-term securities, adjusted to a constant maturity), “COFI” (an index of the weighted average interest rate paid by savings institutions in Nevada, Arizona and California), “MTA” (a one-year average of the monthly average yields

	of U.S. treasury securities) and the “Prime Rate” (an interest rate charged by banks for short-term loans to their most creditworthy customers).

	The related prospectus supplement will specify the certiﬁcate balance, notional amount and/or pass-through rate (or, in the case of a variable or adjustable pass-through rate, the method for determining such rate), as applicable, for each class of offered certiﬁcates.

	Distributions of interest with respect to one or more classes of certiﬁcates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certiﬁcates, and interest accrued with respect to a class of such certiﬁcates prior to the occurrence of such an event will either be added to the certiﬁcate balance thereof or otherwise deferred as described in the related prospectus supplement. Distributions of interest with respect to one or more classes of certiﬁcates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and in the related prospectus supplement. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certiﬁcates” and “—Prepayments May Reduce the Yield on Your Certiﬁcates,” “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest” and “Description of the Certiﬁcates—Distributions of Interest on the Certiﬁcates.”

Distributions of Principal of the Certiﬁcates	Each class of certiﬁcates of each series (other than certain classes of interest-only certiﬁcates and certain classes of residual certiﬁcates) will have a certiﬁcate balance. The certiﬁcate balance of a class of certiﬁcates outstanding from time to time will represent the maximum amount that you are then entitled to receive in respect of principal from future cash ﬂow on the assets in the related trust fund. As described in each prospectus supplement, distributions of principal with respect to the related series of certiﬁcates will be made on each distribution date to the holders of the class or classes of certiﬁcates of such series until the certiﬁcate balances of such certiﬁcates have been reduced to zero.

	As described in each prospectus supplement, distributions of principal with respect to one or more classes of certiﬁcates:

	●	may be made at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;

	●	may not commence until the occurrence of certain events, such as the retirement of one or more other classes or certiﬁcates of the same series; or

	●	may be made, subject to certain limitations, based on a speciﬁed principal payment schedule.

	Unless the related prospectus supplement provides otherwise, distributions of principal of any class of offered certiﬁcates will be made on a pro rata basis among all of the certiﬁcates of such class. See

	“Description of the Certiﬁcates—Distributions of Principal of the Certiﬁcates.”

Credit Support and Cash Flow Agreements	Partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certiﬁcates of the related series in the form of subordination of one or more other classes of certiﬁcates of such series or by one or more other types of credit support, which may include:

	●	a letter of credit,

	●	a loan insurance policy,

	●	a certiﬁcate insurance policy,

	●	a guarantee,

	●	cross-support provisions,

	●	a surety bond,

	●	a reserve fund, or

	●	a combination of the items described above.

	In addition, a trust fund may include:

	●	guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a speciﬁed rate; or

	●	interest rate exchange agreements, interest rate cap or ﬂoor agreements to reduce the effects of interest rate fluctuations on the mortgage assets or on one or more classes of certificates or to alter the payment characteristics of the cash ﬂows from a trust fund.

	The related prospectus supplement for a series of offered certiﬁcates will provide certain relevant information regarding any applicable credit support or cash ﬂow agreement. See “Risk Factors—Any Credit Support For Your Offered Certiﬁcates May Be Insufﬁcient to Protect You Against All Potential Losses,” “Description of the Trust Funds—Credit Support” and “—Cash Flow Agreements” and “Description of Credit Support.”

Advances	If the related prospectus supplement so provides, the master servicer, the special servicer, the trustee, any provider of credit support and/or any other speciﬁed person may be obligated to make, or have the option of making, certain advances with respect to delinquent scheduled payments of principal and/or interest on mortgage loans included in the related trust fund or for property protection expenses. Any such advances made with respect to a particular mortgage loan will be reimbursable from subsequent recoveries in respect of such mortgage loan and otherwise to the extent described in this prospectus and in the related prospectus supplement. See “Description of the Certiﬁcates—Advances.” Any entity making advances may be entitled to receive

		interest on such advances, which will be payable from amounts in the related trust fund. See “Description of the Certiﬁcates—Advances.”

		If a trust fund includes mortgage participations, pass-through certiﬁcates or mortgage-backed securities, the related prospectus supplement will describe any comparable advancing obligation of a party to the related pooling and servicing agreement, or of a party to the related indenture or similar agreement.

	Optional Termination	If the related prospectus supplement so provides, a series of certiﬁcates may be subject to optional early termination through the purchase of the mortgage assets in the related trust fund by the party or parties speciﬁed in the related prospectus supplement, under the circumstances and in the manner set forth in the related prospectus supplement. If the related prospectus supplement so provides, upon the reduction of the certiﬁcate balance of a speciﬁed class or classes of certiﬁcates by a speciﬁed percentage or amount or upon a speciﬁed date, a party speciﬁed in such prospectus supplement may be authorized or required to solicit bids for the purchase of all of the mortgage assets of the related trust fund, or of a sufﬁcient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth in the prospectus supplement. If any class of certiﬁcates has an optional termination feature that may be exercised when 25% or more of the original principal balance of the mortgage assets in the related trust fund is still outstanding, the title of such class of certiﬁcates will include the word “callable.” See “Description of the Certiﬁcates—Termination” in this prospectus.

	Repurchases and Substitutions of Mortgage Assets; Acquisition of Additional Mortgage Assets	If and to the extent described in the related prospectus supplement, Deutsch Mortgage & Asset Receiving Corporation, a mortgage asset seller or another speciﬁed person or entity may make or assign to or for the beneﬁt of one of our trusts various representations and warranties, or may be obligated to deliver to one of our trusts various documents, in either case relating to some or all of the mortgage assets transferred to that trust. A material breach of one of those representations and warranties or a failure to deliver a material document may, under the circumstances described in the related prospectus supplement, give rise to an obligation to repurchase the affected mortgage asset(s) out of the subject trust or to replace the affected mortgage asset(s) with other mortgage asset(s) that satisfy the criteria speciﬁed in the related prospectus supplement or to reimburse the related trust fund for any related losses. See “Description of the Pooling Agreements—Assignment of Mortgage Loans—Repurchases” and “—Representations and Warranties—Repurchases” herein.

		In addition, if so speciﬁed in the related prospectus supplement, if a mortgage loan backing a series of certiﬁcates defaults, it may be subject to a fair value purchase option or other purchase option under the related pooling and servicing agreement or another agreement, or may be subject to a purchase option on the part of another lender whose loan is secured by the related real estate collateral or by a security interest in the equity in the related borrower. Further, if so speciﬁed in the related prospectus supplement, a special servicer or other speciﬁed party for a trust fund may be obligated to sell a mortgage asset that is in default.

		See “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans” herein.

		In general, the initial total principal balance of the mortgage assets in a trust will equal or exceed the initial total principal balance of the related certiﬁcates. If the initial total principal balance of the related mortgage assets is less than the initial total principal balance of any series, we may arrange an interim deposit of cash or liquid investments with the trustee to cover the shortfall. For the period speciﬁed in the related prospectus supplement, following the initial issuance of that series, we will be entitled to obtain a release of the deposited cash or investments in exchange for the deposit of a corresponding amount of mortgage assets. If we fail to deliver mortgage assets sufﬁcient to make up the entire shortfall within that speciﬁed period, any of the cash or investments remaining on deposit with the related trustee will be used to pay down the principal balance of the related certiﬁcates, as described in the related prospectus supplement.

		If so speciﬁed in the related prospectus supplement, the related trustee may be authorized or required to apply collections on the mortgage assets underlying a series of offered certiﬁcates to acquire new mortgage assets that conform to the description of mortgage assets in this prospectus, and satisfy the criteria set forth in the related prospectus supplement.

		If the subject securitization transaction involves a prefunding or revolving period, then we will indicate in the related prospectus supplement, certain characteristics of such prefunding or revolving period. No prefunding period will extend for more than one year from the date of issuance of any related class or series of certificates and the portion of the proceeds of the offering of such certificates deposited in the prefunding account will not exceed 50% of the proceeds of such offering. No revolving period will extend for more than three years from the date of issuance of any related class or series of certificates and the additional pool assets acquired during the revolving period will be of the same general character as the original pool assets. See “Description of the Trust Funds—General” herein.

	Registration of Book-Entry Certiﬁcates	If the related prospectus supplement so provides, one or more classes of the offered certiﬁcates will be offered in book-entry form through the facilities of the Depository Trust Company. Each class of book-entry certiﬁcates will be initially represented by one or more global certiﬁcates registered in the name of a nominee of the Depository Trust Company. No person acquiring an interest in a class of book-entry certiﬁcates will be entitled to receive deﬁnitive certiﬁcates of that class in fully registered form, except under the limited circumstances described in this prospectus. See “Risk Factors—Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment” and “Description of the Certiﬁcates—Book-Entry Registration and Deﬁnitive Certiﬁcates.”

	Certain Federal Income Tax Consequences	The Certiﬁcates of each series will constitute or evidence ownership of either:

	●	“regular interests” and “residual interests” in a trust fund, or a designated portion thereof, treated as “real estate mortgage investment conduit” under Sections 860A through 860G of the Internal Revenue Code of 1986, or

	●	interests in a trust fund treated as a grantor trust under applicable provisions of the Internal Revenue Code of 1986.

	You should consult your tax advisor concerning the speciﬁc tax consequences to you of the purchase, ownership and disposition of the offered certiﬁcates and you should review “Certain Federal Income Tax Consequences” in this prospectus and in the related prospectus supplement.

ERISA Considerations	If you are a ﬁduciary of any employee beneﬁt plan or certain other retirement plans and arrangements, including individual retirement accounts, annuities, Keogh plans, and collective investment funds and separate accounts in which such plans, accounts, annuities or arrangements are invested, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, you should review with your legal advisor whether the purchase or holding of offered certiﬁcates could give rise to a transaction that is prohibited or is not otherwise permissible under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986. See “Certain ERISA Considerations” in this prospectus and “ERISA Considerations” in the related prospectus supplement.

Legal Investment	Your offered certiﬁcates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, only if the related prospectus supplement so provides. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, you may be subject to restrictions on investment in the Offered Certiﬁcates. You should consult your own legal advisor(s) to determine the suitability of and consequences to you of the purchase, ownership, and sale of the offered certiﬁcates. See “Legal Investment” in this prospectus and in the related prospectus supplement.

Rating	At their respective dates of issuance, each class of offered certiﬁcates will be rated not lower than investment grade by one or more nationally recognized statistical rating organizations. See “Rating” in this prospectus and in the related prospectus supplement.

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RISK FACTORS

In considering an investment in the offered certiﬁcates of any series, you should consider, among other things, the following risk factors and any other risk factors set forth under the heading “Risk Factors” in the related prospectus supplement. In general, to the extent that the factors discussed below pertain to or are inﬂuenced by the characteristics or behavior of mortgage loans included in a particular trust fund, they would similarly pertain to and be inﬂuenced by the characteristics or behavior of the mortgage loans underlying any mortgage-backed securities included in such trust fund.

The Lack of Liquidity May Make it Difﬁcult for You to Resell Your Offered Certiﬁcates and May Have an Adverse Effect on the Market Value of Your Offered Certiﬁcates

Your offered certiﬁcates may have limited or no liquidity. Accordingly, you may be forced to bear the risk of your investment in your offered certiﬁcates for an indeﬁnite period of time. Lack of liquidity could result in a substantial decrease in the market value of your offered certiﬁcates. Furthermore, except to the extent described in this prospectus and in the related prospectus supplement, you will have no redemption rights, and your offered certiﬁcates are subject to early retirement only under certain speciﬁed circumstances described in this prospectus and in the related prospectus supplement. See “Description of the Certiﬁcates—Termination.”

The Lack of a Secondary Market May Make it Difﬁcult for You to Resell Your Offered Certiﬁcates. We cannot assure you that a secondary market for your offered certiﬁcates will develop. Even if a secondary market does develop, it may not provide you with liquidity of investment and it may not continue for as long as your certiﬁcates remain outstanding. The prospectus supplement may indicate that an underwriter intends to establish a secondary market in your offered certiﬁcates. However, no underwriter will be obligated to do so. Unless the related prospectus supplement provides otherwise, the certiﬁcates will not be listed on any national securities exchange or traded on any automated quotation system of any registered national securities association.

The Limited Nature of Ongoing Information May Make it Difﬁcult for You to Resell Your Offered Certiﬁcates. The primary source of ongoing information regarding your offered certiﬁcates, including information regarding the status of the related assets of the trust fund, will be the periodic reports delivered to you as described in this prospectus under the heading “Description of the Certiﬁcates—Reports to Certiﬁcateholders.” We cannot assure you that any additional ongoing information regarding your offered certiﬁcates will be available through any other source. The limited nature of this information may adversely affect the liquidity of your offered certiﬁcates.

The Market Value of Your Offered Certiﬁcates May Be Adversely Affected by Factors Unrelated to the Offered Certificates or the Underlying Assets. Even if a secondary market does develop for your offered certiﬁcates, the market value of your certiﬁcates will be affected by several factors, including:

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the perceived liquidity of your offered certiﬁcates, anticipated cash ﬂow of your offered certiﬁcates (which may vary widely depending upon the prepayment and default assumptions applied in respect of the underlying mortgage loans) and

●

prevailing interest rates.

The price payable at any given time in respect of your offered certiﬁcates may be extremely sensitive to small ﬂuctuations in prevailing interest rates. However, an upward or downward movement in current interest rates may not result in an equal but opposite movement in the market value of the offered certificates. Accordingly, if you decide to sell your offered certiﬁcates in any secondary market that may develop, you may have to sell them at a discount from the price you paid. We are not aware of any source through which price information about your offered certiﬁcates will be generally available on an ongoing basis.

The market value of your 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 that may be completely unrelated to the commercial and multifamily real estate markets.

If you decide to sell your offered certificates, you may have to sell at discount from the price you paid for reasons unrelated to the performance of your offered certificates or the related mortgage assets. Pricing information regarding your offered certificates may not be generally available on an ongoing basis.

The Trust Fund’s Assets May Be Insufﬁcient To Allow For Payment In Full On Your Certiﬁcates

Unless the related prospectus supplement speciﬁes otherwise, neither your offered certiﬁcates nor the mortgage assets will be guaranteed or insured by us or any of our afﬁliates, by any governmental agency or instrumentality or by any other person or entity. In addition, your offered certiﬁcate will not represent a claim against or security interest in the trust fund for any other series. Furthermore, any advances made by a master servicer or other party with respect to the mortgage loans underlying your offered certificates are intended solely to provide liquidity and not credit support. The party making those advances will have a right to reimbursement, probably with interest, which is senior to your right to receive payment on your offered certificates. Accordingly, if the related trust fund has insufﬁcient assets to make payments on your offered certiﬁcates, no other assets will be available for payment of the deﬁciency, and you will be required to bear the consequent loss. Furthermore, certain amounts on deposit from time to time in certain funds or accounts constituting part of a trust fund, including the certiﬁcate account and any accounts maintained as credit support, may be withdrawn under certain conditions for purposes other than the payment of principal of or interest on your certiﬁcates. If the related series of certiﬁcates includes one or more classes of subordinate certiﬁcates, on any distribution date in respect of which losses or shortfalls in collections on the mortgage assets have been incurred, all or a portion of the amount of such losses or shortfalls will be borne ﬁrst by one or more classes of the subordinate certiﬁcates, and, thereafter, by the remaining classes of certiﬁcates in the priority and manner and subject to the limitations speciﬁed in such prospectus supplement.

Any Credit Support for Your Offered Certiﬁcates May Be Insufﬁcient to Protect You Against All Potential Losses

Certain Classes of the Offered Certificates Are Subordinate to, and Are Therefore Riskier than, One or More Other Classes of Certificates of the Same Series. If you purchase any offered certificates that are subordinate to one or more other classes of offered certificates of the same series, then your offered certificates will provide credit support to such other classes of certificates of the same series that are senior to your offered certificates. As a result, you will receive payments after, and must bear the effects of losses on the trust assets before, the holders of those other classes of certificates of the same series that are senior to your offered certificates.

When making an investment decision, you should consider, among other things:

●

the payment priorities of the respective classes of the certificates of the same series,

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the order in which the principal balances of the respective classes of the certificates of the same series with balances will be reduced in connection with losses and default-related shortfalls, and

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the characteristics and quality of the mortgage loans in the related trust.

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

Disproportionate Beneﬁts May Be Given to Certain Classes and Series. A series of certiﬁcates may include one or more classes of senior and subordinate certiﬁcates. Although subordination is intended to reduce the likelihood of temporary shortfalls and ultimate losses to holders of senior 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 offered certiﬁcates of a series are made in a speciﬁed order of priority, any related credit support may be exhausted before the principal of the later-paid classes of offered certiﬁcates of such series has been repaid in full. As a result, the impact of losses and shortfalls experienced with respect to the mortgage assets may fall primarily upon such later-paid classes of subordinate certiﬁcates.

The Amount of Credit Support Will Be Limited. The amount of any applicable credit support supporting one or more classes of offered certiﬁcates, including the subordination of one or more other classes of certiﬁcates, will be 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 assets and certain other factors. However, we cannot assure you that the loss experienced on the related mortgage assets will not exceed such assumed levels. See “Description of the Certiﬁcates—Allocation of Losses and Shortfalls” and “Description of Credit Support.” If the losses on the related mortgage assets do exceed such assumed levels, you may be required to bear such additional losses.

Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans which May Be Highly Unpredictable

The Terms of the Underlying Mortgage Loans Will Affect Payments on Your Offered Certificates. Each of the mortgage loans underlying the offered certificates will specify the terms on which the related borrower must repay the outstanding principal amount of the loan. The rate, timing and amount of scheduled payments of principal may vary, and may vary significantly, from mortgage loan to mortgage loan. The rate at which the underlying mortgage loans amortize will directly affect the rate at which the principal balance or notional amount of your offered certificates is paid down or otherwise reduced.

Changes in Pool Composition Will Change the Nature of Your Investment. The mortgage loans underlying any series of offered certificates will amortize at different rates and mature on different dates. In addition, some of those mortgage loans may be prepaid or liquidated. As a result, the relative composition of the related mortgage asset pool will change over time. If you purchase certificates with a pass-through rate that is equal to or calculated based upon a weighted average of interest rates on the underlying mortgage loans, your pass-through rate will be affected, and may decline, as the relative composition of the mortgage pool changes. In addition, as payments and other collections of principal are received with respect to the underlying mortgage loans, the remaining mortgage pool backing your offered certificates may exhibit an increased concentration with respect to property type, number and affiliation of borrowers and geographic location.

The Terms of the Underlying Mortgage Loans Do Not Provide Absolute Certainty as Regards the Rate, Timing and Amount of Payments on Your Offered Certificates. Notwithstanding the terms of the mortgage loans backing your offered certificates, the amount, rate and timing of payments and other collections on those mortgage loans will, to some degree, be unpredictable because of borrower defaults and because of casualties and condemnations with respect to the underlying real properties.

The investment performance of your offered certificates will depend on payments, defaults and losses on the underlying mortgage loans and may vary materially and adversely from your expectations due to:

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the rate of prepayments and other unscheduled collections of principal on the underlying mortgage loans being faster or slower than you anticipated, or

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the rate of defaults on the underlying mortgage loans being faster, or the severity of losses on the underlying mortgage loans being greater, than you anticipated.

The actual yield to you, as a holder of an offered certificate, may not equal the yield you anticipated at the time of your purchase, and the total return on investment that you expected may not be realized. In deciding whether to purchase any offered certificates, you should make an independent decision as to the appropriate prepayment, default and loss assumptions to be used. If the trust assets underlying your offered certificates include mortgage-backed securities, the terms of those securities may soften or enhance the effects to you that may result from prepayments, defaults and losses on the mortgage loans that ultimately back those securities.

Prepayments May Reduce The Average Life or the Yield of Your Certiﬁcates

Prepayments May Reduce The Average Life of Your Certificates. As a result of prepayments on the mortgage loans, the amount and timing of distributions of principal and/or interest on your offered certiﬁcates may be highly unpredictable. Prepayments on the mortgage loans will result in a faster rate of principal payments on one or more classes of certiﬁcates than if payments on such mortgage loans were made as scheduled. Thus, the prepayment experience on the mortgage loans may affect the average life of one or more classes of your offered certiﬁcates. The rate of principal payments on pools of mortgage loans varies among pools and from time to time is inﬂuenced by a variety of economic, demographic, geographic, social, tax and legal factors. For example, if prevailing interest rates fall signiﬁcantly below the interest rates borne by the mortgage loans, then principal prepayments on such mortgage loans are likely to be higher than if prevailing interest rates remain at or above the rates borne by those mortgage loans. Conversely, if prevailing interest rates rise signiﬁcantly above the mortgage rates borne by the mortgage loans, then principal prepayments on such mortgage loans are likely to be lower than if prevailing interest rates remain at or below the mortgage rates borne by those mortgage loans. We cannot assure you as to the actual rate of prepayment on the mortgage loans or that such rate of prepayment will conform to any model described in this prospectus or in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans, the retirement of any class of your certiﬁcates could occur signiﬁcantly earlier or later, and the average life thereof could be signiﬁcantly shorter or longer, than expected.

The extent to which prepayments on the mortgage loans ultimately affect the average life of any class of your offered certiﬁcates will depend on the terms and provisions of your offered certiﬁcates. Your offered certiﬁcates may provide that your offered certiﬁcates are entitled:

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to a pro rata share of the prepayments on the mortgage loans that are distributable on such date,

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to a disproportionately large share of such prepayments, or

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to a disproportionately small share of such prepayments.

If your certiﬁcates entitle you to a disproportionately large share of the prepayments on the mortgage loans, then there is an increased likelihood that your certiﬁcates will be retired at an earlier date. If your certiﬁcates entitle you to a disproportionately small share of the prepayments on the mortgage loans, then there is an increased likelihood that the average life of your certiﬁcates will be extended. As described in the related prospectus supplement, your entitlement to receive payments (and, in particular, prepayments) of principal of the mortgage loans may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of certiﬁcates of such series) or may be subject to certain contingencies (e.g., prepayment and default rates with respect to such mortgage loans).

A series of certiﬁcates may include one or more controlled amortization classes, which will entitle the holders thereof to receive principal distributions according to a speciﬁed principal payment schedule. Although prepayment risk cannot be eliminated entirely for any class of certiﬁcates, a controlled amortization class will generally provide a relatively stable cash ﬂow so long as the actual rate of prepayment on the mortgage loans in the related trust fund remains relatively constant at the rate, or within the range of rates, of prepayment used to establish the speciﬁc principal payment schedule for such certiﬁcates. Prepayment risk with respect to a given mortgage asset pool does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series, any of which companion classes may also be a class of offered certiﬁcates. In general, and as more speciﬁcally described in the related prospectus supplement, a companion class may entitle the holders thereof to a disproportionately large share of prepayments on the mortgage loans in the

related trust fund when the rate of prepayment is relatively fast, and/or may entitle the holders thereof to a disproportionately small share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively slow. As and to the extent described in the related prospectus supplement, a companion class absorbs some (but not all) of the risk of early retirement and/or the risk of extension that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the related trust fund were allocated on a pro rata basis.

Prepayments May Reduce the Yield on Your Certiﬁcates. Your offered certiﬁcates may be offered at a premium or discount. If you purchased your offered certificates at a premium or discount, the yield on your offered 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 offered certiﬁcate at a discount, 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 offered certiﬁcates at a premium, 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 offered certificates.

If you calculate your anticipated yield to maturity based on an assumed rate of default and amount of losses on the underlying mortgage loans that is lower than the default rate and amount of losses actually experienced, then, to the extent that you are required to bear the additional losses, your actual yield to maturity will be lower than you calculated and could, under some scenarios, be negative. Furthermore, the timing of losses on the underlying mortgage loans can affect your yield. In general, the earlier you bear any loss on an underlying mortgage loan, the greater the negative effect on your yield.

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 lead to your certificates having a higher percentage ownership interest in the trust and related distributions of principal payments on the mortgage loans than would otherwise have been the case and the related prepayment may affect the pass through rate on your certificates. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

If losses on the mortgage loan exceed the aggregate certificate balance of the classes of certificates subordinated to a particular class, that class will suffer a loss equal to the full amount of the excess (up to the outstanding certificate balance of that class). See “Yield and Maturity Considerations.”

Taxes on Foreclosure Property Will Reduce Amounts Available to Make Payments on the Offered Certificates

One of our trusts may be designated, in whole or in part, as a real estate mortgage investment conduit for federal income tax purposes. If that trust acquires a real property through a foreclosure or deed in lieu of foreclosure, then the related special servicer may be required to retain an independent contractor to operate and manage the property. Receipt of the following types of income on that property will subject the trust to federal, and possibly state or local, tax on that income at the highest marginal corporate tax rate:

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any net income from that operation and management that does not consist of qualifying rents from real property within the meaning of Section 856(d) of the Internal Revenue Code, and

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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.

These taxes would reduce the net proceeds available for payment with respect to the related offered certificates.

Ratings Do Not Guaranty Payment

Any rating assigned by a rating agency to a class of your offered certiﬁcates will reﬂect only its assessment of the likelihood that you will receive payments to which you are entitled. Such rating will not constitute an assessment of the likelihood that principal prepayments on the related mortgage loans will be made, the degree to which the rate of such prepayments might differ from that originally anticipated or the likelihood of early optional termination of the related trust fund. There can be no assurance that the methodologies applied by the rating agencies are accurate or that you will receive all payments to which you are entitled.

The amount, type and nature of credit support, if any, provided with respect to your certiﬁcates will be determined on the basis of criteria established by each rating agency rating your certiﬁcates. Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. However, we cannot assure you that the historical data supporting any such actuarial 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 any particular pool of mortgage loans.

In other cases, such criteria may be based upon determinations of the values of the mortgaged properties that provide security for the mortgage loans. However, we cannot assure you that those values will not decline in the future. As a result, the credit support required in respect of your offered certiﬁcates may be insufﬁcient to fully protect you from losses on the related mortgage asset pool. See “Description of Credit Support” and “Rating.”

If one or more of the rating agencies downgrade any class of certificates, such action will adversely impact the liquidity, market value and regulatory characteristics of the downgraded certificates. Because neither we nor the issuing entity, the trustee, the master servicer, the special servicer, any originator, any seller or any other party to the related pooling and servicing agreement have any obligation to maintain a rating on a class of certificates, you will have no recourse if your certificates decrease in value. In addition, pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, an issuer, underwriter or sponsor that retains a rating agency is required to make all information provided to the retained rating agency available to non-retained rating agencies who can issue their own ratings of the certificates, which may be higher or lower than the ratings issued by the retained rating agencies. If a non-retained rating agency issues a rating for one or more classes of certificates that is lower than the ratings issued by the retained rating agencies it may have an adverse effect on the liquidity, market value and regulatory characteristics of such certificates.

The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in Each Trust Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our Other Trusts

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related mortgage loan. Each income-producing real property represents a separate and distinct business venture; and, as a result, each of the multifamily and commercial mortgage loans included in one of the depositor’s trusts requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary signiﬁcantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certiﬁcates independently from the performance of mortgage loans underlying any other series of offered certiﬁcates.

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as “static pool data”). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or ofﬁce buildings), may be misleading, since the economics of the properties and terms of the loans may be materially different. In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of

the performance of the subject mortgage pool or any other pools of mortgage loans originated by the same sponsor. Therefore, investors should evaluate an offering of certificates on the basis of the information set forth in the related prospectus supplement with respect to the related mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certiﬁcates

Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance of the Related Mortgaged Property, of Which We Make No Assurance. Mortgage loans secured by multifamily or commercial properties may have a greater likelihood of delinquency and foreclosure, and a greater likelihood of loss in the event thereof, than loans secured by an owner-occupied single-family property. See “Description of the Trust Funds—Mortgage Loans—Default and Loss Considerations with Respect to the Mortgage Loans.” Commercial and multifamily lending typically involves larger loans to single borrowers or groups of related borrowers than single-family loans. In many cases, the borrowers under the mortgage loans will be entities that are restricted from owning property other than the related mortgaged property. In most cases, the borrowers will not have any significant assets other than the property and related leases, which will be pledged to the trustee. Therefore, payments on the mortgage loans and, in turn, payments of principal and interest on your certificates, will depend primarily or solely on rental payments by lessees and the successful operation of the property, rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced (for example, if rental or occupancy rates decline or real estate tax rates or other operating expenses increase), the borrower’s ability to repay the loan may be impaired.

Commercial and multifamily real estate can be affected signiﬁcantly by the supply and demand in the market for the type of property securing the loan and, therefore, may be subject to adverse economic conditions. Market values may vary as a result of economic events or governmental regulations outside the control of the borrower or lender that impact the cash ﬂow of the property. For example, some laws, such as the Americans with Disabilities Act, may require modiﬁcations to properties, and rent control laws may limit rent collections in the case of multifamily properties.

A number of the mortgage loans may be secured by liens on owner-occupied mortgaged properties or on mortgaged properties leased to a single tenant or a small number of signiﬁcant tenants. Accordingly, a decline in the ﬁnancial condition of the borrower or a signiﬁcant tenant, as applicable, may have a disproportionately greater effect on the net operating income from such mortgaged properties than would be the case with respect to mortgaged properties with multiple tenants.

Risks Generally Incident to Interests in Real Property May Adversely Affect the Value of a Mortgaged Property. The value of any mortgaged property may be adversely affected by risks generally incident to interests in real property, including:

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changes in general or local economic conditions and/or speciﬁc industry segments;

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declines in real estate values;

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declines in rental or occupancy rates;

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increases in interest rates, real estate tax rates and other operating expenses;

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changes in governmental rules, regulations and ﬁscal policies, including environmental legislation;

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natural disasters such as earthquakes, hurricanes, ﬂoods, eruptions or other acts of God;

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Civil disturbances such as riots; and

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other circumstances, conditions or events beyond the control of a master servicer or a special servicer.

Risks Associated with the Type and Use of a Mortgaged Property May Affect its Value. Certain considerations may be presented by the type and use of a particular mortgaged property. For instance:

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Mortgaged properties that operate as hospitals and nursing homes are subject to signiﬁcant governmental regulation of the ownership, operation, maintenance and ﬁnancing of health care institutions;

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Hotel and motel properties are often operated pursuant to franchise, management or operating agreements that may be terminable by the franchisor or operator, and the transferability of a hotel’s operating, liquor and other licenses upon a transfer of the hotel, whether through purchase or foreclosure, is subject to local law requirements;

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The demand for hotel and motel properties is generally seasonal in nature and this seasonality can be expected to cause periodic fluctuations in room and other revenues, occupancy levels, room rates and operating expenses;

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The demand for hotel and motel properties may also be affected by changes in travel patterns caused by changes in energy prices, strikes, relocation of highways, construction of additional highways and other factors;

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The ability of a borrower to repay a mortgage loan secured by shares allocable to one or more cooperative dwelling units may depend on the ability of the dwelling units to generate sufﬁcient rental income, which may be subject to rent control or stabilization laws, to cover both debt service on the loan as well as maintenance charges to the cooperative. Further, a mortgage loan secured by cooperative shares is subordinate to the mortgage, if any, on the cooperative apartment building;

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Mortgaged properties that are owned by the borrower under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association and specific local laws that relate to condominiums;

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Mortgaged properties that are multifamily properties may be subject to rent control or other tenant protective laws, which could impact the future cash ﬂows of those properties;

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Self-storage properties are considered vulnerable to competition, because both acquisition costs and break-even occupancy are relatively low and conversion to alternative uses would generally require substantial capital expenditures; and

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Self-storage properties may have heightened environmental risk due to tenant privacy and inability of the borrower to readily access each unit.

Competition May Adversely Affect the Performance of a Mortgaged Property. The leasing of real estate is highly competitive. Other commercial or multifamily properties of the same type located in the area in which a mortgaged property is located will compete with the mortgaged property to attract residents and/or customers. The principal means of competition are price, location and the nature and condition of the facility to be leased. A borrower under a mortgage loan competes with all owners and developers of comparable types of real estate in the area in which the mortgaged property is located. Those owners or developers could have lower rentals rates, lower operating costs, more favorable locations or better facilities. While a borrower under a mortgage loan may renovate, refurbish or expand the mortgaged property to maintain it and remain competitive, that renovation, refurbishment or expansion may itself entail signiﬁcant risk. During such renovation, refurbishment or expansion, the related borrower may need to keep space unoccupied, thereby decreasing cashflow or, such renovation or expansion may impair or impede access to the mortgaged property. There can be no assurance that such renovation, refurbishment or expansion will be adequate to maintain the property’s competitiveness. Increased competition could adversely affect income from and market value of the mortgaged properties. In addition, the business conducted by tenants at each mortgaged property may face competition from other industries and industry segments. Moreover, many types of commercial properties are not readily convertible to alternative uses if the original use is not successful or may require signiﬁcant capital expenditures to effect any conversion to an alternative use.

The Operation of Commercial Properties is Dependent upon Successful Management. The successful operation of a commercial property depends upon the property manager’s performance and viability. The property manager is responsible for:

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responding to changes in the local market;

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planning and implementing the rental structure;

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operating the property and providing building services;

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managing operating expenses; and

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assuring that maintenance and capital improvements are carried out in a timely fashion.

A good property manager, by controlling costs, providing appropriate service to tenants and seeing to the maintenance of the improvements, can improve cash flow, reduce vacancy, leasing and repair costs and preserve building value. On the other hand, management errors can, in some cases, impair short-term cash flow and the long term viability of an income producing property. Properties deriving revenues primarily from short-term sources are generally more management intensive than properties leased to tenants under long-term leases. We make no representation as to the skills of any present or future property managers. Nor can we assure you that the property managers will be in a financial condition to fulfill their management responsibilities.

Maintaining a Property in Good Condition is Expensive. The failure to maintain a property may materially impair the property’s ability to generate cash flow. In addition to general maintenance, over time, a property may require renovation and capital improvements to remain competitive. The cost of necessary maintenance, renovation and/or capital improvements may be substantial. There can be no assurance that an income-producing property will generate sufficient cash flow to cover these increased costs along while still satisfying debt service requirements.

The Mortgage Loans May Be Nonrecourse Loans Or Loans With Limited Recourse. Some or all of the mortgage loans will be nonrecourse loans or loans for which recourse may be restricted or unenforceable. As to any such mortgage loan, recourse in the event of borrower default will be limited to the speciﬁc real property and other assets, if any, that were pledged to secure the mortgage loan. However, even with respect to those mortgage loans that provide for recourse against the borrower and its assets generally, we cannot assure you that enforcement of such recourse provisions will be practicable, or that the assets of the borrower will be sufﬁcient to permit a recovery in respect of a defaulted mortgage loan in excess of the liquidation value of the related mortgaged property. See “Certain Legal Aspects of Mortgage Loans—Foreclosure—Anti-Deﬁciency Legislation.”

Tenant Bankruptcy May Adversely Affect Payment On Your Certificates. The bankruptcy or insolvency of a major tenant, or a number of smaller tenants may adversely affect the income produced by a mortgaged property. Under the Bankruptcy Code, a tenant has the option of assuming or rejecting or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant assumes its lease, the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future performance under the lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would be treated as a general unsecured claim against the tenant (absent collateral securing the claim). In addition, a lessor’s damages for lease rejection are limited to the amount owed for the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or the earlier repossession or surrender of the leased premises), which are unrelated to the rejection, plus the greater of one year’s rent or 15% of the remaining rent reserved under the lease (but not to exceed three years’ rent). If the tenant assigns its lease, the tenant must cure all defaults under the lease and the proposed assignee must demonstrate adequate assurance of future performance under the lease. Certain of the tenants may be, and may at any time during the term of the related mortgage loan become, a debtor in a bankruptcy proceeding.

We cannot assure you that tenants of mortgaged properties will continue making payments under their leases or that tenants will not file for (or involuntarily be subjected to) bankruptcy protection in the future or, if any tenants so become debtors under the Bankruptcy Code, that they will continue to make rental payments in a timely manner or that they will not reject their leases.

If the leased premises are located in a “shopping center” as such term has been interpreted under Section 365 of the Bankruptcy Code, the assignee may be required to agree to certain conditions that are protective of the property owner, such as compliance with specific lease terms relating to, among other things, exclusivity and the terms of reciprocal easement agreements. However, we cannot assure you that any mortgaged property (even a mortgaged property identified as a “shopping center” in the related prospectus supplement) would be considered a “shopping center” by a court considering the question.

Cross-Collateralization Arrangements May Be Challenged as Unenforceable. The mortgage asset pool may include groups of mortgage loans that are cross-collateralized and cross-defaulted. These arrangements are designed primarily to ensure that all of the collateral pledged to secure the respective mortgage loans in a cross-collateralized group, and the cash ﬂows generated by such mortgage loans, are available to support debt service on, and ultimate repayment of, the aggregate indebtedness evidenced by such mortgage loans. These arrangements thus seek to reduce the risk that the inability of one or more of the mortgaged properties securing any such group of mortgage loans to generate net operating income sufﬁcient to pay debt service will result in defaults and ultimate losses.

There may not be complete identity of ownership of the mortgaged properties securing a group of cross-collateralized mortgage loans. In such an instance, creditors of one or more of the related borrowers could challenge the cross-collateralization arrangement as a fraudulent conveyance. Generally, under federal and most state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and

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was insolvent or was rendered insolvent by such obligation or transfer,

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was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person was an unreasonably small capital or

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intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured.

Accordingly, a lien granted by a borrower to secure repayment of another borrower’s mortgage loan could be avoided if a court were to determine that

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such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, or was left with inadequate capital, or was not able to pay its debts as they matured and

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the borrower did not, when it allowed its mortgaged property to be encumbered by a lien securing the entire indebtedness represented by the other mortgage loan, receive fair consideration or reasonably equivalent value for pledging such mortgaged property for the equal beneﬁt of the other borrower.

If the lien is avoided, the lender would lose the beneﬁts afforded by such lien.

The cross-collateralized mortgage loans constituting any group thereof may be secured by mortgage liens on mortgaged properties located in different states. Because of various state laws governing foreclosure or the exercise of a power of sale and because, in general, foreclosure actions are brought in state court, and the courts of one state cannot exercise jurisdiction over property in another state, it may be necessary upon a default under any such mortgage loan to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of the related mortgages is not impaired or released.

Mortgage Loans With Balloon Payments Have a Greater Risk of Default. Certain of the mortgage loans may be non-amortizing or only partially amortizing. The borrower under a mortgage loan of that type is required to make substantial payments of principal (that is, balloon payments) at their stated maturity. Mortgage loans of this type involve a greater likelihood of default than self-amortizing loans because the ability of a borrower to make a balloon payment depends upon the borrower’s ability to reﬁnance the loan or sell the mortgaged property. The ability of the borrower to reﬁnance the loan or sell the property will be affected by a number of factors, including:

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the availability of, and competition for, credit for commercial or multifamily real estate projects;

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the fair market value and condition of the related mortgaged property;

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prevailing interest rates;

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the borrower’s equity in the related mortgaged property;

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the borrower’s ﬁnancial condition;

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

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changes in zoning or tax laws;

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with respect to multifamily mortgage loans, reductions in government assistance/rent subsidy programs or changes in rent control laws;

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with respect to hospitals, nursing homes and other healthcare facilities, changes in Medicaid and Medicare reimbursement rates;

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changes in competition in the relevant area;

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changes in rental rates in the relevant area;

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changes in governmental regulation and ﬁscal policy;

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prevailing general and regional economic conditions;

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the state of the ﬁxed income and mortgage markets; and

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the availability of credit for multifamily rental or commercial properties.

Neither we nor any of our afﬁliates or any other seller or its affiliates will be obligated to reﬁnance any mortgage loan underlying your offered certiﬁcates. We cannot assure you that each borrower will have the ability to repay the remaining principal balances on the related maturity date.

The related master servicer or special servicer may, subject to limits set forth in the related pooling agreement, extend and modify mortgage loans that are in default or as to which a payment default is imminent in order to maximize recoveries on such mortgage loans. See “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans.” The related 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 certificates.

The Master Servicer or the Special Servicer May Experience Difficulty in Collecting Rents Upon the Default and/or Bankruptcy of a Borrower. Some or all of the mortgage loans may be secured by an assignment of leases and rents pursuant to which the related borrower assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived from such leases as further security for the related mortgage loan while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. These assignments are typically not perfected as security interests prior to actual possession of the cash flows. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “Certain Legal Aspects of Mortgage Loans—Leases and Rents.”

Due-on-Sale and Debt-Acceleration Clauses May Be Challenged as Unenforceable. Some or all of the mortgage loans may contain a due-on-sale clause, which permits the lender, with some exceptions, to accelerate the

maturity of the related mortgaged loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property.

Mortgages also may include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or non-monetary default by the related borrower. The courts of all states will enforce acceleration clauses in the event of a material payment default. The equity courts of any state, however, may refuse to allow the foreclosure of a mortgage, deed of trust, or other security instrument or to permit the acceleration of the indebtedness if —

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the exercise of those remedies would be inequitable or unjust; or

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the circumstances would render the acceleration unconscionable.

Assignment of Leases and Rents May Be Limited by State Law. Each mortgage loan included in any trust fund secured by mortgaged property that is subject to leases typically will be secured by an assignment of leases and rents pursuant to which the borrower assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived from those leases, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “Certain Legal Aspects of Mortgage Loans—Leases and Rents” in this prospectus.

One Action Jurisdiction May Limit the Ability of the Servicer to Foreclose on a Mortgaged Property. The ability to realize upon the mortgage loans may be limited by the application of state and federal laws. Several states (including California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. Accordingly, the special servicer may need to obtain advice of counsel prior to enforcing any of the trust fund’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable.

In the case of a multi-property mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where such “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. The application of other state and federal laws may delay or otherwise limit the ability to realize on defaulted mortgage loans. See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in this prospectus.

Rights Against Tenants May Be Limited if Leases Are Not Subordinate to Mortgage or Do Not Contain Attornment Provisions. Some of the tenant leases contain provisions that require the tenant to attorn to (that is, recognize as landlord under the lease) a successor owner of the property following foreclosure. Some of the leases may be either subordinate to the liens created by the mortgage loans or else contain a provision that requires the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement. In some states, if tenant leases are subordinate to the liens created by the mortgage loans and such leases do not contain attornment provisions, such leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, in the case of the foreclosure of a mortgaged property located in such a state and leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if such tenants were paying above-market rents or could not be replaced.

If a mortgage is subordinate to a lease, the trust will not (unless it has otherwise agreed with the tenant) have the right to dispossess the tenant upon foreclosure of the mortgaged property. If the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or that could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage.

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

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures.” The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non conformities.

Restrictive Covenants in a Deed or Lease May Reduce the Value of the Mortgaged Property. Certain of the mortgaged properties may be subject to certain restrictions imposed pursuant to restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations. Such use restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.

Inspections of the Mortgaged Properties Will Be Limited. The mortgaged properties will generally be inspected by licensed engineers at the time the mortgage loans will be originated to assess the structure, exterior walls, roofing interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located on the mortgaged properties. There can be no assurance that all conditions requiring repair or replacement will be identified in such inspections.

Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the related borrower’s leasehold were to be terminated upon a lease default, the lender would lose its security in the leasehold interest. Generally, each related ground lease requires the lessor to give the lender notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the lender or the purchaser at a foreclosure sale, in some cases only upon the consent of the lessor, and contains certain other protective provisions typically included in a “mortgageable” ground lease.

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to Section 365(h) of the federal bankruptcy code to treat such lease as terminated by the rejection or remain in possession of its leased premises for the rent otherwise payable under the lease for the remaining term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained in the ground lease or in the mortgage. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws.”

Some of the ground leases relating to the mortgaged properties may provide that the ground rent payable under the related ground lease increases during the term of the mortgage loan. These increases may adversely affect the cash flow and net income of the related borrower.

Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certiﬁcates. Under federal law and the laws of certain states, contamination of real property may give rise to a lien on the property to assure or reimburse the costs of cleanup. In several states, that lien has priority over an existing mortgage lien on that property. In addition, under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs of removal or remediation of hazardous substances or toxic substances on, in or beneath the property. This liability may be imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of those hazardous or toxic substances. The costs of any required remediation and the owner’s or operator’s liability for them as to any property are generally not limited under these laws, ordinances and regulations and could exceed the value of the mortgaged property and the aggregate assets of the owner or operator. In addition, as to the owners or operators of mortgaged properties that generate hazardous substances that are disposed of at “offsite” locations, the owners or operators may be held strictly, jointly and severally liable if there are releases or threatened releases of hazardous substances at the off-site locations where that person’s hazardous substances were disposed.

The trust may attempt to reduce its potential exposure to cleanup costs by —

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establishing reserves for cleanup costs when they can be anticipated and estimated; or

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designating the trust as the named insured in specialized environmental insurance that is designed for secured lenders.

However, we cannot assure you that reserves or environmental insurance will in fact be applicable or adequate to cover all costs and any other liabilities that may eventually be incurred.

Under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, as well as other federal and state laws, a secured lender (such as the trust) may be liable as an “owner” or “operator” for the costs of dealing with hazardous substances affecting a borrower’s property, if agents or employees of the lender have participated in the management or operations of the borrower’s property. This liability could exist even if a previous owner caused the environmental damage. The trust’s potential exposure to liability for cleanup costs may increase if the trust actually takes possession of a borrower’s property, or control of its day-to-day operations, as for example through the appointment of a receiver.

See “Certain Legal Aspects of Mortgage Loans—Environmental Considerations.”

Lack of Insurance Coverage Exposes You to the Risk of Certain Special Hazard Losses. Unless the related prospectus supplement otherwise provides, the master servicer and special servicer for the related trust fund will be required to cause the borrower on each mortgage loan to maintain such insurance coverage in respect of the related mortgaged property as is required under the related mortgage (unless each of the master servicer and the special servicer maintain a blanket policy). In general, the standard form of ﬁre and extended coverage policy covers physical damage to or destruction of the improvements of a property by ﬁre, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions speciﬁed in each policy (windstorm is a common exclusion for properties located in certain locations). Most policies typically do not cover any physical damage resulting from, among other things —

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war;

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revolution;

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terrorism;

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nuclear, biological or chemical materials;

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governmental actions;

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ﬂoods and other water-related causes;

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earth movement, including earthquakes, landslides and mudﬂows;

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wet or dry rot;

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vermin; and

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domestic animals.

Unless the related mortgage loan documents speciﬁcally require the borrower to insure against physical damage arising from such causes, then, the resulting losses may be borne by you as a holder of offered certiﬁcates. See “Description of the Pooling Agreements—Hazard Insurance Policies.”

Even if the type of loss is covered, the mortgaged properties may suffer losses for which the insurance coverage is inadequate. For example:

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in a case where terrorism coverage is included under a policy, if the terrorist attack is, for example, nuclear, biological or chemical in nature, the policy may include an exclusion that precludes coverage for such terrorist attack;

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in certain cases, particularly where land values are high, the insurable value (at the time of loan origination) of the mortgaged property may be significantly lower than the principal balance of the mortgage loan;

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with respect to mortgaged properties located in flood prone areas where flood insurance is required, the related mortgaged property may only have federal flood insurance (which only covers up to $500,000), not private flood insurance, and the related mortgaged property may suffer losses that exceed the amounts covered by the federal flood insurance;

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the mortgage loan documents may limit the requirement to obtain related insurance to where the premium amounts are “commercially reasonable” or a similar limitation; and

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if reconstruction or major repairs are required, changes in laws may materially affect the borrower’s ability to effect any reconstruction or major repairs and/or may materially increase the costs of the reconstruction or repairs and insurance may not cover or sufficiently compensate the insured.

Geographic Concentration Within a Trust Fund Exposes Investors to Greater Risk of Default and Loss. Certain geographic regions of the United States from time to time will experience weaker regional economic conditions and real estate markets, and, consequently, will experience higher rates of loss and delinquency than will be experienced on mortgage loans generally. For example, a region’s economic condition and real estate market may be directly, or indirectly, adversely affected by natural disasters or civil disturbances such as earthquakes, wildfires, hurricanes, ﬂoods, eruptions or riots. The economic impact of any of these types of events may also be felt in areas beyond the region immediately affected by the disaster or disturbance. The mortgage loans securing certain series of certiﬁcates may be concentrated in these regions, and such concentration may present risk considerations in addition to those generally present for similar mortgage-backed securities without such concentration.

Litigation Arising Out Of Ordinary Business May Adversely Affect Payment On Your Certificates. There may be pending or threatened legal proceedings against the borrowers and managers of the mortgaged properties and their respective affiliates arising out of the ordinary business of the borrowers, managers and affiliates. This litigation could cause a delay in the payment on your certificates. Therefore, we cannot assure you that this type of litigation would not have a material adverse effect on your certificates.

Compliance With The Americans With Disabilities Act Of 1990 May Be Expensive And May Adversely Affect Payment On Your Certificates. Under the Americans with Disabilities Act of 1990, all public accommodations are required to meet federal requirements related to access and use by disabled persons. Borrowers may incur costs complying with the Americans with Disabilities Act of 1990. In addition, noncompliance could result in the imposition of fines by the federal government or an award of damages to private litigants. These costs of complying

with the Americans with Disabilities Act of 1990 and the possible imposition of fines for noncompliance would result in additional expenses on the mortgaged properties, which could have an adverse effect on your certificates.

The Borrower’s Form of Entity May Not Prevent the Borrower’s Bankruptcy

Most of the borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally, but not in all cases, do not have personal assets and creditworthiness at stake. The terms of the mortgage loans generally, but not in all cases, require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers are not required to observe all covenants and conditions that typically are required in order for them to be viewed under standard rating agency criteria as “special purpose entities.” In general, but not in all cases, borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or properties and limit the borrowers’ ability to incur additional indebtedness and create or allow any encumbrance on the mortgaged properties to secure additional indebtedness or obligations of other entities. These provisions are designed to mitigate the possibility that the borrowers’ financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements. Also, although a borrower may currently be a single purpose entity, that borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single purpose entity.” The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. Borrowers that are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be:

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operating entities with a business distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or

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entities or individuals that have liabilities unrelated to the mortgaged property.

However, any borrower, even a special purpose entity structured to be bankruptcy-remote, as an owner of real estate, will be subject to certain potential liabilities and risks. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or creditors of a general partner or managing member of a borrower (whether an individual or corporate entity) will not initiate a bankruptcy or similar proceeding against the borrower or against such general partner or managing member (whether an individual or corporate entity) of the borrower.

The organizational documents of a borrower may (usually in the case of larger mortgage loans) also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced by certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, the independent directors, managers or trustees may determine in the exercise of their fiduciary duties to the applicable borrower that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Such determination might take into account the interests and financial condition of such borrower's parent entities and such parent entities' other subsidiaries in addition to those of the borrower, such that the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower. In any event, we cannot assure you that a borrower will not file for bankruptcy protection, that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower, or that, if initiated, a bankruptcy case of the borrower could be dismissed. For example, in the recent bankruptcy case of In re General Growth Properties, Inc., notwithstanding that the subsidiaries were special purpose entities with independent directors, numerous property-level, special purpose subsidiaries were filed for bankruptcy protection by their parent entity. Nonetheless, the United States Bankruptcy Court for the Southern District of New York denied various lenders' motions to dismiss the special purpose entity subsidiaries' cases as bad faith filings. In denying the motions, the bankruptcy court stated

that the fundamental and bargained-for creditor protections embedded in the special purpose entity structures at the property level would remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the lenders' interest in their collateral and protection against the substantive consolidation of the property-level debtors with any other entities. The moving lenders had argued that the 20 property-level bankruptcy filings were premature and improperly sought to restructure the debt of solvent entities for the benefit of equity holders. However, the United States Bankruptcy Code does not require that a voluntary debtor be insolvent or unable to pay its debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were experiencing varying degrees of financial distress due to factors such as cross-defaults, a need to refinance in the near term (i.e., within 1 to 4 years), and other considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor's basis for filing. In the court's view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were crucial to the parent's reorganization. As demonstrated in the General Growth Properties bankruptcy case, although special purpose entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in bankruptcy under various circumstances.

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of those borrowers with those of the parent. Consolidation of the assets of the borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in this prospectus.

Risks Related to Terrorist Attacks and Military Conflict

Risks to the Financial Markets Relating to Terrorist Attacks. On September 11, 2001, the United States was subjected to multiple terrorist attacks, resulting in the loss of many lives and massive property damage and destruction in New York City, the Washington, D.C. area and Pennsylvania. It is impossible to predict whether, or the extent to which, future terrorist activities may occur in the United States.

It is uncertain what effects any future terrorist activities in the United States or abroad and/or any consequent actions on the part of the United States government and others, including military action, could have on general economic conditions, real estate markets, particular business segments (including those that are important to the performance of commercial and multifamily mortgage loans) and/or insurance costs and the availability of insurance coverage for terrorist acts. Among other things, reduced investor confidence could result in substantial volatility in securities markets and a decline in real estate-related investments. In addition, reduced consumer confidence, as well as a heightened concern for personal safety, could result in a material decline in personal spending and travel.

Risks to the Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts. The terrorist attacks in 2001 on the World Trade Center and the Pentagon, as well as a number of reported thwarted planned attacks, suggest the possibility that large public areas such as shopping centers or large office buildings could become the target of terrorist attacks in the future. The occurrence or the possibility of such attacks could (i) lead to damage to one or more of the mortgaged properties if any such attacks occur, (ii) result in higher costs for insurance premiums, particularly for large properties which could adversely affect the cash flow at such mortgaged properties, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue, retail property traffic and percentage rent. As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected.

Attacks in the United States, incidents of terrorism occurring outside the United States and the military conflicts in Iraq and Afghanistan may continue to significantly reduce air travel throughout the United States, and, therefore, continue to have a negative effect on revenues in areas heavily dependent on tourism. The decrease in air travel may have a negative effect on certain of the mortgaged properties located in areas heavily dependent on tourism, which could reduce the ability of the affected mortgaged properties to generate cash flow.

The United States continues to maintain a military presence in Iraq and Afghanistan. It is uncertain what effect the activities of the United States in Iraq, Afghanistan or any future conflict with any other country or group will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments.

Foreign or domestic conflict of any kind could have an adverse effect on the performance of the mortgaged properties.

Some Certiﬁcates May Not Be Appropriate for ERISA Plans

Generally, ERISA applies to investments made by employee beneﬁt plans and transactions involving the assets of those plans. Even if ERISA does not apply, similar prohibited transaction rules may apply under Section 4975 of the Internal Revenue Code or materially similar federal, state or local laws. Due to the complexity of regulations that govern those plans, if you are subject to ERISA or Section 4975 of the Internal Revenue Code or to any materially similar federal, state or local law, you should consult your own counsel regarding consequences under ERISA, the Internal Revenue Code or such other similar law of acquisition, ownership and disposition of your offered certiﬁcates. See “Certain ERISA Considerations.”

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

On September 15, 2009, the IRS issued Revenue Procedure 2009-45 easing the tax requirements for a servicer to modify a commercial or multifamily mortgage loan held in a REMIC or grantor trust 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 substantially reduced. Accordingly, if the servicer or the special servicer determined that the mortgage loan was at significant risk of default and permitted one or more modifications otherwise consistent with the terms of the related pooling and servicing agreement, any such modification may impact the timing of payments and ultimate recovery on the mortgage loan, and likewise on one or more classes of certificates in the related series, and the tax status of the REMIC.

In addition, final regulations and related guidance were issued under the REMIC provisions of the Code that modify the tax restrictions imposed on a servicer’s ability to modify the terms of mortgage loans held by a REMIC relating to changes in the collateral, credit enhancement and recourse features. The final regulations and related guidance permit those modifications so long as the mortgage loan remains “principally secured” by real property (within the meaning of the final regulations and related guidance). These regulations and related guidance could impact the timing of payments and ultimate recovery on the mortgage loans, and likewise on one or more classes of certificates in the related series.

Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences

If you hold certain classes of certiﬁcates that constitute a residual interest in a “real estate mortgage investment conduit,” for federal income tax purposes, you will be required to report on your federal income tax returns as ordinary income your pro rata share of the taxable income of the REMIC, regardless of the amount or timing of your receipt of cash payments, as described in “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certiﬁcates.” Accordingly, under certain circumstances, if you hold residual certiﬁcates you may have taxable income and tax liabilities arising from your investment during a taxable year in excess of the cash received during that period. The requirement to report your pro rata share of the taxable income and net loss of the REMIC may continue until the principal balances of all classes of certiﬁcates of the related series have been reduced to zero, even though you have received full payment of your stated interest and principal, if any. A portion or, in certain circumstances, all, of your share of the REMIC taxable income may be treated as “excess inclusion” income to you, which generally, will not be subject to offset by losses from other activities, if you are a tax-exempt holder, will be treated as unrelated business taxable income, and if you are a foreign holder, will not qualify for exemption from withholding tax.

If you are an individual and you hold a class of residual certiﬁcates, you may be limited in your ability to deduct servicing fees and other expenses of the REMIC. In addition, classes of residual certiﬁcates are subject to certain restrictions on transfer. Because of the special tax treatment of classes of residual certiﬁcates, the taxable income arising in a given year on a class of residual certiﬁcates will not be equal to the taxable income associated with investment in a corporate bond or stripped instrument having similar cash ﬂow characteristics and pre-tax yield. As a result, the after-tax yield on the classes of residual certiﬁcates may be signiﬁcantly less than that of a corporate bond or stripped instrument having similar cash ﬂow characteristics or may be negative.

Certain Federal Tax Considerations Regarding Original Issue Discount

Certain classes of certiﬁcates of a series may be issued with “original issue discount” for federal income tax purposes, which generally will result in recognition of some 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 taxes with respect to original issue discount. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certiﬁcates.”

Bankruptcy Proceedings Entail Certain Risks

Under the federal bankruptcy code, the ﬁling of a petition in bankruptcy by or against a borrower will stay the pending sale of the related mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action and deficiency judgment proceedings.

In addition, even if a court determines that the value of a mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on such mortgaged property, subject to certain protections available to the lender. As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of such mortgaged property. This action would make the lender a general unsecured creditor for the difference between the then-current value of the property and the amount of its outstanding mortgage indebtedness.

A bankruptcy court may also —

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grant a debtor a reasonable time to cure a payment default on a mortgage loan;

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reduce monthly payments due under a mortgage loan;

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change the rate of interest due on a mortgage loan; or

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otherwise alter a mortgage loan’s repayment schedule.

Moreover, the ﬁling of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the senior lien where that has the effect of foreclosing out the junior lien. Additionally, the borrower, as debtor-in-possession, or its bankruptcy trustee has special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee, on behalf of the certificateholders, may be subordinated to ﬁnancing obtained by a debtor-in-possession subsequent to its bankruptcy.

Under the federal bankruptcy code, the lender will be stayed from enforcing a borrower’s assignment of rents and leases. The federal bankruptcy code also may interfere with the ability of the trustee, on behalf of the certificateholders, to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may signiﬁcantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses.

Additionally, pursuant to subordination agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the event of the borrower’s bankruptcy, a court will enforce such restrictions against a subordinated lender.

In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee’s claim with respect to a Chapter 11 reorganization plan on the grounds that pre bankruptcy contracts cannot override rights expressly provided by the federal bankruptcy code. This holding, which at least one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender’s objections.

As a result of the foregoing, the trust’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. See “Certain Legal Aspects of the Mortgage Loans—Foreclosure.”

Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment

If the related prospectus supplement so provides, one or more classes of your offered certiﬁcates will be issued as book-entry certiﬁcates. Each class of book-entry certiﬁcates will be initially represented by one or more certiﬁcates registered in the name of a nominee for The Depository Trust Company, or DTC. Transactions in book-entry certiﬁcates of any series generally can be effected only through The Depository Trust Company and its participating organizations. You are therefore subject to the following risks:

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The liquidity of book-entry certiﬁcates in any secondary trading market that may develop may be limited because investors may be unwilling to purchase certiﬁcates for which they cannot obtain physical certiﬁcates.

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Your ability to pledge certiﬁcates to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of the certiﬁcates, may be limited due to lack of a physical security representing the certiﬁcates.

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Your access to information regarding the certiﬁcates may be limited since conveyance of notices and other communications by The Depository Trust Company to its participating organizations, and directly and indirectly through those participating organizations to you, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect at that time.

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You may experience some delay in receiving distributions of interest and principal on your certiﬁcates because distributions will be made by the trustee to DTC and DTC will then be required to credit those distributions to the accounts of its participating organizations and only then will they be credited to your account either directly or indirectly through DTC’s participating organizations.

See “Description of the Certiﬁcates—Book-Entry Registration and Deﬁnitive Certiﬁcates.”

Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool

The trust fund may include mortgage loans that are past due. However, mortgage loans which are seriously delinquent loans (that is, loans more than 60 days delinquent or as to which foreclosure has been commenced) will not constitute a material concentration of the mortgage loans, based on principal balance at the time the trust fund is formed. The related prospectus supplement may provide that the servicing of such mortgage loans will be performed by the special servicer. However, the same entity may act as both master servicer and special servicer. Credit support provided with respect to your certiﬁcates may not cover all losses related to such delinquent mortgage loans, and you should consider the risk that their inclusion in a mortgage pool may result in a greater rate of defaults and prepayments and, consequently, reduce yield on your certiﬁcates. See “Description of the Trust Funds—Mortgage Loans—General.”

Termination of the Trust Fund Could Affect the Yield on Your Offered Certiﬁcates

The related prospectus supplement may provide that, upon the reduction of the certiﬁcate balance of a speciﬁed class or classes of certiﬁcates by a speciﬁed percentage or amount or upon a speciﬁed date, a party designated therein may be authorized or required to solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufﬁcient portion of such mortgage assets to retire such class or classes. The solicitation of bids will be conducted in a commercially reasonable manner and, generally, assets will be sold at their fair market value. In addition, the related prospectus supplement may provide that, upon the reduction of the aggregate principal balance of some or all of the mortgage assets by a speciﬁed percentage, a party or parties designated in the prospectus supplement may be authorized to purchase such mortgage assets, generally at a price equal to, in the case of any mortgage asset, the unpaid principal balance of such mortgage asset plus accrued interest (or, in some cases, at fair market value). However, circumstances may arise in which such fair market value may be less than the unpaid balance of the related mortgage assets sold together with interest thereon, and you may therefore receive an amount

less than the certiﬁcate balance of, and accrued unpaid interest on, your offered certiﬁcates. See “Description of the Certiﬁcates—Termination” in this prospectus. See “Description of the Certiﬁcates—Termination.”

Underwritten Net Cash Flow and Stabilized Values May Be Based on Flawed Assumptions

The underwritten net cash flow used in determining the debt service coverage ratio for a particular mortgage loan reflects assumptions and subjective judgments made by the mortgage loan sellers or originators. For instance, in determining underwritten net cash flow, vacant space may be assumed to be occupied and space due to expire may be assumed to have been re-let, in each case at market rates that exceed current rent collected at the property. In addition, underwritten net cash flow may be based on anticipated cash flow from assumed future rents on a future date.

The underwritten net cash flow for any particular mortgaged property shown in the related prospectus supplement may be higher (and sometimes materially higher) than the annual net cash flow for the property based on historical operating statements. No representation is made that the underwritten net cash flow for any particular mortgaged property set forth in the related prospectus supplement is predictive of future net cash flows. In addition, net cash flow reflects calculations and assumptions used by the mortgage loan sellers or originators and should not be used as a substitute for, and may vary substantially from, cash flow as determined in accordance with GAAP as a measure of the results of a mortgaged real property’s operation or for cash flow from operating activities determined in accordance with GAAP as a measure of liquidity. The debt service coverage ratios set forth in the related prospectus supplement for the mortgage loans and the mortgaged properties may also vary substantially from the debt service coverage ratios for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios as set forth in the related mortgage loan documents.

Similarly, the appraised value used in determining the loan-to-value ratio for a particular mortgage loan may be based on a future stabilized value, which value is based on future performance at a particular property. For instance, in determining a stabilized value, the appraiser or originator may assume increased value due to anticipated completion of construction at the property. No representation is made that the assumptions made by the appraiser or originator are accurate or that the conditions to stabilization will be completed.

Each originator of commercial and multifamily mortgage loans has its own underwriting criteria, and no assurance can be given that adjustments or calculations made by one originator would be made by other originators. Each investor should review the assumptions discussed in the related prospectus supplement and make its own determination of the appropriate assumptions to be used in determining underwritten net cash flow and debt service coverage and in making other calculations with respect to the underlying mortgage loans. See “Description of the Trust Funds—Default and Loss Considerations with Respect to the Mortgage Loans.”

THE SPONSOR

The prospectus supplement for each series of securities will identify the sponsor or sponsors for the related series. It is anticipated that German American Capital Corporation (“GACC”), a Maryland corporation formed in 1971, will be a sponsor or co-sponsor for each series. Any other co-sponsor will be set forth in the related prospectus supplement.

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 Deutsche Bank Securities Inc., one of the Underwriters and an affiliate of the Depositor. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005.

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 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 large loans (both fixed rate and floating rate loans in amounts greater than $50 million), on a direct origination basis. Conduit loans, primarily fixed rate loans in amounts less than $50 million, are originated by GACC’s wholly-owned subsidiary. Deutsche Bank Mortgage Capital, LLC (“DBMC”). Just subsequent to origination conduit loans are sold by DBMC to GACC which aggregates and warehouses the loans pending sale via a commercial mortgage-backed securities (“CMBS”) securitization.

GACC, through another wholly owned subsidiary, Deutsche Bank Berkshire Mortgage, Inc. (“DBBM”) 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 servicers in Fannie Mae’s DUS (Delegated Underwriting and Servicing) program. DBBM sells its loan originations in the form of certificates directly to third party investors at the time of loan origination.

OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

Any additional sponsors, loan sellers and originators for a given series will be identified in the related prospectus supplement, which will provide additional information regarding such additional sponsors, loan sellers and originators, including with respect to any entity that originated 20% or more of the principal balance of the mortgage loans in the related trust fund, information regarding such entity’s origination program and underwriting or credit-granting criteria.

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 assets 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. See “The Depositor” in the prospectus supplement.

None of the depositor or any of its respective affiliates will insure or guarantee distributions on the certiﬁcates of any series.

DESCRIPTION OF THE TRUST FUNDS

General

The primary assets of each trust fund will consist of:

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various types of multifamily (which include manufactured housing community) or commercial mortgage loans,

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mortgage participations, pass-through certiﬁcates or other mortgage-backed securities (“MBS”) that evidence interests in one or more of various types of multifamily or commercial mortgage loans, or

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a combination of mortgage loans and MBS.

Each trust fund will be established by the depositor. Each mortgage asset will be selected by the depositor for inclusion in a trust fund from among those purchased, either directly or indirectly, from a mortgage asset seller, which mortgage asset seller may or may not be the originator of such mortgage loan or the issuer of such MBS. If so speciﬁed in the related prospectus supplement, the mortgage assets may be insured or guaranteed by an entity speciﬁed therein. Otherwise, the mortgage assets will not be guaranteed or insured by the depositor or any of its afﬁliates, by any governmental agency or instrumentality or by any other person. The discussion below under the heading “—Mortgage Loans,” unless otherwise noted, applies equally to mortgage loans underlying any MBS included in a particular trust fund.

Generally, the initial total principal balance of the mortgage assets in a trust will equal or exceed the initial total principal balance of the related certiﬁcates. If the initial total principal balance of the related mortgage assets is less than the initial total principal balance of any series, we may arrange an interim deposit of cash or liquid investments with the trustee to cover the shortfall. For the period speciﬁed in the related prospectus supplement, following the initial issuance of that series, we will be entitled to obtain a release of the deposited cash or investments in exchange for the deposit of a corresponding amount of mortgage assets. If we fail to deliver mortgage assets sufﬁcient to make up the entire shortfall within that speciﬁed period, any of the cash or investments remaining on deposit with the related trustee will be used to pay down the principal balance of the related certiﬁcates, as described in the related prospectus supplement.

If so speciﬁed in the related prospectus supplement, the related trustee may be authorized or required to apply collections on the mortgage assets underlying a series of offered certiﬁcates to acquire new mortgage assets that conform to the description of mortgage assets in this prospectus, and satisfy the criteria set forth in the related prospectus supplement.

If the subject securitization transaction involves a prefunding or revolving period, then we will indicate in the related prospectus supplement, among other things:

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the term or duration of the prefunding period or revolving period;

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for prefunding periods, the amount of proceeds to be deposited in the prefunding account;

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for revolving periods, the maximum amount or additional assets that may be acquired during the revolving period, if applicable;

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the percentage of the asset pool and any class or series of securities represented by the prefunding account or the revolving account, if applicable;

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any triggers or events that will trigger limits on or terminate the prefunding or revolving period and the effects of such triggers, including, for revolving periods, the operation of the revolving period and amortization period;

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when and how new pool assets may be acquired during the prefunding or revolving period, and if, or when and how pool assets can be removed or substituted and any limits on the amount, type or speed with which pool assets may be acquired, substituted or removed;

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the acquisition or underwriting criteria for additional pool assets to be acquired during the prefunding or revolving period, including a description of any differences from the criteria used to select the current asset pool;

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which party has the authority to add, remove or substitute assets from the asset pool or determine if such pool assets meet the acquisition or underwriting criteria for additional pool assets and whether there will be any independent verification of such exercise of authority or determinations;

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any requirements to add or remove minimum amounts of pool assets and any effects of not meeting those requirements;

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if applicable, the procedures or standards for the temporary investment of funds in a prefunding or revolving account pending use (including the disposition of gains and losses on pending funds) and a description of the financial products or instruments eligible for such accounts;

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the circumstances under which funds in a prefunding account or revolving account will be returned to investors or otherwise disposed of; and

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whether, and if so, how investors will be notified of changes in the asset pool.

No prefunding period will extend for more than one year from the date of issuance of any related class or series of certificates and the portion of the proceeds of the offering of such certificates deposited in the prefunding account will not exceed 50% of the proceeds of such offering. No revolving period will extend for more than three years from the date of issuance of any related class or series of certificates and the additional pool assets acquired during the revolving period will be of the same general character as the original pool assets.

Mortgage Loans

General. The mortgage loans will be evidenced by promissory notes secured by mortgages, deeds of trust or similar security instruments that create ﬁrst or junior liens on fee or leasehold estates in properties consisting of one or more of the following types of real property:

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residential properties consisting of ﬁve or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures, and manufactured housing communities; and

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commercial properties consisting of ofﬁce buildings, retail shopping facilities, such as shopping centers, malls and individual stores, hotels or motels, health care-related facilities (such as hospitals, skilled nursing facilities, nursing homes, congregate care facilities and senior housing), recreational vehicle parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial facilities, parking lots, restaurants, mixed use properties (that is, any combination of the foregoing), unimproved land and other income-generating commercial properties.

The multifamily properties may include mixed commercial, residential structures and apartment buildings owned by private cooperative housing corporations and manufactured housing communities. Each mortgage will create a ﬁrst priority mortgage lien on a fee estate or leasehold estate in a mortgaged property; provided that if the related prospectus supplement so speciﬁes, the mortgage may create a junior lien. If a mortgage creates a lien on a borrower’s leasehold estate in a property, then the term of any such leasehold will exceed the term of the mortgage note by at least ten years or such other period as may be speciﬁed in the related prospectus supplement. The mortgaged properties will be located in any one of the ﬁfty states of the United States or the District of Columbia, or in any territories or possessions of the United States, including Puerto Rico or Guam; provided, that if so speciﬁed in the related prospectus supplement, the mortgaged properties may be located in other locations or countries, provided that not more than 10% of the aggregate principal balance of the related mortgage loans will be secured by mortgaged properties located in such other locations or countries. Each mortgage loan will have been originated by a person other than the depositor. In some cases, that originator or assignee will be an afﬁliate of the depositor. Each such unaffiliated originator that originated 10% or more of the mortgage loans of any series will be identified in the related prospectus supplement.

If so provided in the related prospectus supplement, mortgage assets for a series of certiﬁcates may include mortgage loans secured by junior liens, and the loans secured by the related senior liens may not be included in the mortgage pool. The primary risk to holders of mortgage loans secured by junior liens is the possibility that adequate funds will not be received in connection with a foreclosure of the related senior liens to satisfy fully both the senior liens and the mortgage loan. In the event that a holder of a senior lien forecloses on a mortgaged property, the proceeds of the foreclosure or similar sale will be applied ﬁrst to the payment of court costs and fees in connection with the foreclosure, second to real estate taxes, third in satisfaction of all principal, interest, prepayment or acceleration penalties, if any, and any other sums due and owing to the holder of the senior liens. The claims of the holders of the senior liens will be satisﬁed in full out of proceeds of the liquidation of the related mortgage property, if such proceeds are sufﬁcient, before the trust fund as holder of the junior lien receives any payments in respect of the mortgage loan. If the master servicer were to foreclose on any mortgage loan, it would do so subject to any related senior liens. In order for the debt related to such mortgage loan to be paid in full at such sale, a bidder at the foreclosure sale of such mortgage loan would have to bid an amount sufﬁcient to pay off all sums due under the mortgage loan and any senior liens or purchase the mortgaged property subject to such senior liens. In the event that such proceeds from a foreclosure or similar sale of the related mortgaged property are insufﬁcient to satisfy all senior liens and the mortgage loan in the aggregate, the trust fund, as the holder of the junior lien, (and, accordingly, holders of one or more classes of the certiﬁcates of the related series) bear

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the risk of delay in distributions while a deﬁciency judgment against the borrower is obtained, and

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the risk of loss if the deﬁciency judgment is not obtained and satisﬁed. Moreover, deﬁciency judgments may not be available in certain jurisdictions, or the particular mortgage loan may be a nonrecourse loan, which means that, absent special facts, recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure repayment of the mortgage loan.

If so speciﬁed in the related prospectus supplement, the mortgage assets for a particular series of certiﬁcates may include mortgage loans that are delinquent as of the date such certiﬁcates are issued; provided, however that delinquent mortgage loans will constitute less than 20% by dollar volume of the related mortgage pool as of the date of issuance of the related series. In that case, the related prospectus supplement will set forth, as to each such mortgage loan, available information as to the period of such delinquency, any forbearance arrangement then in effect, the condition of the related mortgaged property and the ability of the mortgaged property to generate income to service the mortgage debt. However, mortgage loans which are seriously delinquent loans (that is, loans more than 60 days delinquent or as to which foreclosure has been commenced) will not constitute a material concentration of the mortgage loans in any trust fund, based on principal balance at the time such trust fund is formed.

Default and Loss Considerations with Respect to the Mortgage Loans. Mortgage loans secured by liens on income-producing properties are substantially different from loans made on the security of owner-occupied single-family homes. The repayment of a loan secured by a lien on an income-producing property is typically dependent upon the successful operation of such property (that is, its ability to generate income). Moreover, as noted above, some or all of the mortgage loans included in a particular trust fund may be nonrecourse loans.

Lenders typically look to the Debt Service Coverage Ratio of a loan secured by income-producing property as an important factor in evaluating the likelihood of default on such a loan. Unless otherwise deﬁned in the related prospectus supplement, the “Debt Service Coverage Ratio” of a mortgage loan at any given time is the ratio of

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the Net Operating Income derived from the related mortgaged property for a twelve-month period to

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the annualized scheduled payments of principal and/or interest on the mortgage loan and any other loans senior thereto that are secured by the related mortgaged property.

Unless otherwise deﬁned in the related prospectus supplement, “Net Operating Income” means, for any given period, the total operating revenues derived from a mortgaged property during such period, minus the total operating expenses incurred in respect of such mortgaged property during such period other than

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non-cash items such as depreciation and amortization,

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capital expenditures, and

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debt service on the related mortgage loan or on any other loans that are secured by such mortgaged property.

The Net Operating Income of a mortgaged property will generally ﬂuctuate over time and may or may not be sufﬁcient to cover debt service on the related mortgage loan at any given time. As the primary source of the operating revenues of a non-owner occupied, income-producing property, rental income (and, with respect to a mortgage loan secured by a cooperative apartment building, maintenance payments from tenant-stockholders of a cooperative) may be affected by the condition of the applicable real estate market and/or area economy. In addition, properties typically leased, occupied or used on a short-term basis, such as certain health care-related facilities, hotels and motels, and mini-warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties typically leased for longer periods, such as warehouses, retail stores, ofﬁce buildings and industrial facilities. Commercial properties may be owner-occupied or leased to a small number of tenants. Thus, the Net Operating Income of such a mortgaged property may depend substantially on the ﬁnancial condition of the borrower or a tenant, and mortgage loans secured by liens on such properties may pose a greater likelihood of default and loss than loans secured by liens on multifamily properties or on multi-tenant commercial properties.

Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or to changes in governmental rules, regulations and ﬁscal policies, may also affect the likelihood of default on a mortgage loan. As may be further described in the related prospectus supplement, in some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses (“Net Leases”). However, the existence of such “net of expense” provisions will result in stable Net Operating Income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while continuing to make rent payments.

Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor in evaluating the likelihood of loss if a property must be liquidated following a default. Unless otherwise deﬁned in the related prospectus supplement, the “Loan-to-Value Ratio” of a mortgage loan at any given time is the ratio (expressed as a percentage) of

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the then outstanding principal balance of the mortgage loan and any other loans senior thereto that are secured by the related mortgaged property to

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the Value of the related mortgaged property.

The “Value” of a mortgaged property will be its fair market value as determined by either (i) an appraisal of such property conducted by or on behalf of the originator in connection with the origination of such loan or (ii) another method speciﬁed in the related prospectus supplement. The lower the Loan-to-Value Ratio, the greater the percentage of the borrower’s equity in a mortgaged property, and thus

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the greater the incentive of the borrower to perform under the terms of the related mortgage loan (in order to protect such equity) and

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the greater the cushion provided to the lender against loss on liquidation following a default.

Loan-to-Value Ratios will not necessarily constitute an accurate measure of the likelihood of liquidation loss in a pool of mortgage loans. For example, the value of a mortgaged property as of the date of initial issuance of the related series of certiﬁcates may be less than the Value determined at loan origination, and will likely continue to ﬂuctuate from time to time based upon certain factors including changes in economic conditions and the real estate market. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-producing properties are generally based on

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the market comparison method (recent resale value of comparable properties at the date of the appraisal),

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the cost replacement method (the cost of replacing the property at such date),

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the income capitalization method (a projection of value based upon the property’s projected net cash ﬂow), or

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upon a selection from or interpolation of the values derived from such methods.

Each of these appraisal methods can present analytical difficulties. It is often difficult to ﬁnd truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate and discount rate. Where more than one of these appraisal methods are used and provide signiﬁcantly different results, an accurate determination of value and, correspondingly, a reliable analysis of the likelihood of default and loss, is even more difficult.

Although there may be multiple methods for determining the value of a mortgaged property, value will in all cases be affected by property performance. As a result, if a mortgage loan defaults because the income generated by the related mortgaged property is insufﬁcient to cover operating costs and expenses and pay debt service, then the value of the mortgaged property will reﬂect such and a liquidation loss may occur.

While we believe that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, we cannot assure you that all of such factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certiﬁcates—Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance of the Related Mortgaged Property, of Which We Make No Assurance,” “—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certiﬁcates—Mortgage Loans With Balloon Payments Have a Greater Risk of Default” and “—Underwritten Net Cash Flow and Stabilized Values May Be Based on Flawed Assumptions.”

Payment Provisions of the Mortgage Loans. All of the mortgage loans will

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have had original terms to maturity of not more than 40 years and

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provide for scheduled payments of principal, interest or both, to be made on due dates that occur monthly, quarterly, semiannually or annually.

A mortgage loan

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may provide for no accrual of interest or for accrual of interest thereon at an interest rate, that is ﬁxed over its term or that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a ﬁxed interest rate or from a ﬁxed to an adjustable interest rate,

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may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reﬂect the occurrence of certain events, and may permit negative amortization,

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may be fully amortizing or may be partially amortizing or non-amortizing, with a balloon payment due on its stated maturity date, and

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may prohibit over its term or for a certain period prepayments (the period of such prohibition, a “Lock-out Period” and its date of expiration, a “Lock-out Date”) and/or require payment of a premium or a yield maintenance payment (a “Prepayment Premium”) in connection with certain prepayments, or permit defeasance, in each case as described in the related prospectus supplement.

A mortgage loan may also contain a provision that entitles the lender to a share of appreciation of the related mortgaged property, or proﬁts realized from the operation or disposition of such mortgaged property or the beneﬁt, if any, resulting from the reﬁnancing of the mortgage loan (any such provision, an “Equity Participation”), as described in the related prospectus supplement.

Loan Combinations. Certain of the mortgage loans included in one of our trust funds may be part of a loan combination. A loan combination will generally consist of the particular mortgage loan or loans that we will include in the subject trust fund and one or more other mortgage loans that we will not include in the trust fund. Each mortgage loan comprising a particular loan combination is evidenced by a separate promissory note. The aggregate debt represented by the entire loan combination, however, is secured by the same mortgage(s) or deed(s) of trust on the related mortgaged property or properties. The mortgage loans constituting a particular loan combination are obligations of the same borrower and are cross-defaulted. The allocation of payments to the respective mortgage loans comprising a loan combination, whether on a senior/subordinated or a pari passu basis (or some combination thereof), is either effected through a co-lender agreement or other intercreditor arrangement to which the respective holders of the subject promissory notes are parties and/or may be reﬂected in the subject promissory notes and/or a common loan agreement. Such co-lender agreement or other intercreditor arrangement will, in general, govern the respective rights of the noteholders, including in connection with the servicing of the respective mortgage loans comprising a loan combination. Further, each such co-lender agreement or other intercreditor arrangement may impose restrictions of the transferability of the ownership of any mortgage loan that is part of a loan combination.

Mortgage Loan Information in Prospectus Supplements. Each prospectus supplement will contain certain information pertaining to the mortgage loans, which, to the extent then applicable, will generally include the following:

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the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans,

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the type or types of property that provide security for repayment of the mortgage loans,

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the earliest and latest origination date and maturity date (or other “anticipated repayment date”) of the mortgage loans,

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the original and remaining terms to maturity (or other “anticipated repayment date”) of the mortgage loans, or the respective ranges thereof, and the weighted average original and remaining terms to maturity (or other “anticipated repayment date”) of the mortgage loans,

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the Loan-to-Value Ratios of the mortgage loans (either at origination or as of a more recent date), or the range thereof, and the weighted average of such Loan-to-Value Ratios,

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the interest rates borne by the mortgage loans, or the range thereof, and the weighted average interest rate borne by the mortgage loans,

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with respect to mortgage loans with adjustable interest rates (“ARM Loans”), the index or indices upon which such adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on interest rate adjustments at the time of any adjustment and over the life of the ARM Loan. The interest rate of any mortgage loan that bears interest at an adjustable interest rate will be based on an index (which may be increased or decreased by a speciﬁed margin, and/or subject to a cap or ﬂoor), which may be the London interbank offered rate for one month, three month, six month, or one-year, U.S. dollar deposits or may be another index, which in each case will be speciﬁed in the related prospectus supplement and will be an index reﬂecting interest paid on a debt, and will not be a commodities or securities index.

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information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums,

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the Debt Service Coverage Ratios of the mortgage loans (either at origination or as of a more recent date), or the range thereof, and the weighted average of such Debt Service Coverage Ratios, and

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the geographic distribution of the mortgaged properties on a state-by-state (or other jurisdiction) basis.

In appropriate cases, the related prospectus supplement will also contain certain information available to the depositor that pertains to the provisions of leases and the nature of tenants of the mortgaged properties.

If any mortgage loan, or group of related mortgage loans, constitutes a 10% or greater concentration of credit risk, ﬁnancial statements or other ﬁnancial information with respect to the related mortgaged property or mortgaged properties will be included in the related prospectus supplement.

If and to the extent available and relevant to an investment decision in the offered certiﬁcates of the related series, information regarding the prepayment experience of a master servicer’s multifamily and/or commercial mortgage loan servicing portfolio will be included in the related prospectus supplement. However, many servicers do not maintain records regarding such matters or, at least, not in a format that can be readily aggregated. In addition, the relevant characteristics of a master servicer’s servicing portfolio may be so materially different from those of the related mortgage asset pool that such prepayment experience would not be meaningful to an investor. For example, differences in geographic dispersion, property type and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment restrictions) between the two pools of loans could render the master servicer’s prepayment experience irrelevant. Because of the nature of the assets to be serviced and administered by a special

servicer, no comparable prepayment information will be presented with respect to the special servicer’s multifamily and/or commercial mortgage loan servicing portfolio.

MBS

MBS may include

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private-label (that is, not issued, insured or guaranteed by the United States or any agency or instrumentality thereof) mortgage participations, mortgage pass-through certiﬁcates or other mortgage-backed securities or

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certiﬁcates issued and/or insured or guaranteed by the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), the Governmental National Mortgage Association (“GNMA”) or the Federal Agricultural Mortgage Corporation (“FAMC”),

provided that each MBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained herein or have such other characteristics speciﬁed in the related prospectus supplement.

Each MBS included in a mortgage asset pool either will have been previously registered under the Securities Act of 1933, as amended (the “Securities Act”), or each of the following will have been satisﬁed with respect to the MBS: (1) neither the issuer of the MBS nor any of its afﬁliates has a direct or indirect agreement, arrangement, relationship or understanding relating to the MBS and the related series of securities to be issued; (2) neither the issuer of the MBS nor any of its afﬁliates is an afﬁliate of the sponsor, depositor, issuing entity or underwriter of the related series of securities to be issued and (3) the depositor would be free to publicly resell the MBS without registration under the Securities Act.

Any MBS will have been issued pursuant to a participation and servicing agreement, a pooling and servicing agreement, an indenture or similar agreement (an “MBS Agreement”). The issuer of the MBS (the “MBS Issuer”) and/or the servicer of the underlying mortgage loans (the “MBS Servicer”) will be parties to the MBS Agreement, generally together with a trustee (the “MBS Trustee”) or, in the alternative, with the original purchaser or purchasers of the MBS.

The MBS may have been issued in one or more classes with characteristics similar to the classes of certiﬁcates described herein. Distributions in respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the MBS Trustee on the dates speciﬁed in the related prospectus supplement. The MBS Issuer or the MBS Servicer or another person speciﬁed in the related prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the MBS after a certain date or under other circumstances speciﬁed in the related prospectus supplement.

Reserve funds, subordination or other credit support similar to that described for the certiﬁcates under “Description of Credit Support” may have been provided with respect to the MBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the MBS, or by the initial purchasers of the MBS.

The prospectus supplement for a series of certiﬁcates that evidence interests in MBS will specify:

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the aggregate approximate initial and outstanding principal amount(s) and type of the MBS to be included in the trust fund,

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the original and remaining term(s) to stated maturity of the MBS, if applicable,

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the pass-through or bond rate(s) of the MBS or the formula for determining such rate(s),

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the payment characteristics of the MBS,

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the MBS Issuer, MBS Servicer and MBS Trustee, as applicable, of each of the MBS,

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a description of the related credit support, if any,

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the circumstances under which the related underlying mortgage loans, or the MBS themselves, may be purchased prior to their maturity,

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the terms on which mortgage loans may be substituted for those originally underlying the MBS,

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if the MBS Issuer is required to ﬁle reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), how to locate such reports of the MBS Issuer;

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the market price of the MBS and the basis on which the market price was determined;

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the type of mortgage loans underlying the MBS and, to the extent appropriate under the circumstances, such other information in respect of the underlying mortgage loans described under “—Mortgage Loans—Mortgage Loan Information in Prospectus Supplements,” and

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the characteristics of any cash ﬂow agreements that relate to the MBS.

If speciﬁed in the prospectus supplement for a series of certiﬁcates, a trust fund may contain one or more MBS issued by the depositor that each represent an interest in one or more mortgage loans. The prospectus supplement for a series will contain the disclosure concerning the MBS described in the preceding paragraph and, in particular, will disclose such mortgage loans appropriately in light of the percentage of the aggregate principal balance of all assets represented by the principal balance of the MBS.

The depositor will provide the same information regarding the MBS in any trust fund in its reports ﬁled under the Securities Exchange Act of 1934 with respect to such trust fund as was provided by the related MBS Issuer in its own such reports if such MBS was publicly offered or the reports the related MBS Issuer provides the related MBS Trustee if such MBS was privately issued.

Certiﬁcate Accounts

Each trust fund will include one or more accounts (collectively, the “Certiﬁcate Account”) established and maintained on behalf of the certiﬁcateholders into which all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited to the extent described herein and in the related prospectus supplement. See “Description of the Pooling Agreements—Certiﬁcate Account.”

Credit Support

If so provided in the prospectus supplement for a series of certiﬁcates, partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certiﬁcates of such series in the form of subordination of one or more other classes of certiﬁcates of such series or by one or more other types of credit support, which may include

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a letter of credit,

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a loan insurance policy,

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a certiﬁcate insurance policy,

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a guarantee,

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a surety bond,

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cross-support provisions,

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a reserve fund,

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or any combination thereof (any such coverage with respect to the certiﬁcate of any series, “Credit Support”).

The amount and types of such credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of Credit Support, if any, will be set forth in the prospectus supplement for a series of certiﬁcates. See “Risk Factors—Any Credit Support For Your Offered Certiﬁcates May Be Insufﬁcient” and “Description of Credit Support.”

Cash Flow Agreements

If so provided in the prospectus supplement for a series of certiﬁcates, the related trust fund may include

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guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such series will be invested at a speciﬁed rate,

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interest rate exchange agreements, or

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interest rate cap or ﬂoor agreements,

each of which is designed to reduce the effects of interest rate ﬂuctuations on the mortgage assets on one or more classes of certiﬁcates or alter the payment characteristics of the cash ﬂows from the trust fund (any such agreement, a “Cash Flow Agreement”).

The principal terms of any such Cash Flow Agreement, including, without limitation, provisions relating to the timing, manner and amount of payments thereunder and provisions relating to the termination thereof, will be described in the related prospectus supplement. The related prospectus supplement will also identify the obligor under the Cash Flow Agreement.

YIELD AND MATURITY CONSIDERATIONS

General

The yield on any offered certiﬁcate will depend on the price paid by the certiﬁcateholder, the pass-through rate of the certiﬁcate and the amount and timing of distributions on the certiﬁcate. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certiﬁcates.” The following discussion contemplates a trust fund that consists solely of mortgage loans. While the characteristics and behavior of mortgage loans underlying an MBS can generally be expected to have the same effect on the yield to maturity and/or weighted average life of a class of certiﬁcates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the MBS. If a trust fund includes MBS, the related prospectus supplement will discuss the effect, if any, that the payment characteristics of the MBS may have on the yield to maturity and weighted average lives of the offered certiﬁcates of the related series.

Pass-Through Rate

The certiﬁcates of any class within a series may have a ﬁxed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement with respect to any series of certiﬁcates will specify

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the pass-through rate for each class of offered certiﬁcates of such series or, in the case of a class of offered certiﬁcates with a variable or adjustable pass-through rate, the method of determining the pass-through rate,

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the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certiﬁcates,

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and whether the distributions of interest on the offered certiﬁcates of any class will be dependent, in whole or in part, on the performance of any obligor under a Cash Flow Agreement.

Payment Delays

With respect to any series of certiﬁcates, a period of time will elapse between the date upon which payments on the mortgage loans in the related Trust Fund are due and the distribution date on which such payments are passed through to certiﬁcateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certiﬁcateholders on the date they were due.

Certain Shortfalls in Collections of Interest

When a principal prepayment in full or in part is made on a mortgage loan, the borrower is generally charged interest on the amount of such prepayment only through the date of such prepayment, instead of through the due date for the next succeeding scheduled payment. However, interest accrued on any series of certiﬁcates and distributable thereon on any distribution date will generally correspond to interest accrued on the mortgage loans to their respective due dates during the related Due Period. A “Due Period” will be a speciﬁed time period (generally corresponding in length to the period between distribution dates) and all scheduled payments on the mortgage loans in the related trust fund that are due during a given Due Period will, to the extent received by a speciﬁed date (the “Determination Date”) or otherwise advanced by the related master servicer, special servicer or other speciﬁed person, be distributed to the holders of the certiﬁcates of such series on the next succeeding distribution date. Consequently, if a prepayment on any mortgage loan is distributable to certiﬁcateholders on a particular distribution date, but such prepayment is not accompanied by interest thereon to the due date for such mortgage loan in the related Due Period, then the interest charged to the borrower (net of servicing and administrative fees) may be less (such shortfall, a “Prepayment Interest Shortfall”) than the corresponding amount of interest accrued and otherwise payable on the certiﬁcates of the related series. If and to the extent that any such shortfall is allocated to a class of offered certiﬁcates, the yield thereon will be adversely affected. The prospectus supplement for each series of certiﬁcates will describe the manner in which any such shortfalls will be allocated among the classes of such certiﬁcates. The related prospectus supplement will also describe any amounts available to offset such shortfalls.

Yield and Prepayment Considerations

A certiﬁcate’s yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation thereof to reduce the principal balance (or notional amount, if applicable) of such certiﬁcate. The rate of principal payments on the mortgage loans in any trust fund will in turn be affected by the amortization schedules thereof (which, in the case of ARM Loans, may change periodically to accommodate adjustments to the interest rates with respect to such mortgage loans), the dates on which any balloon payments are due, and the rate of principal prepayments thereon (including for this purpose, voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the related mortgaged properties, or purchases of mortgage loans out of the related trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as described below), we cannot assure you as to such rate.

The extent to which the yield to maturity of a class of offered certiﬁcates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certiﬁcates (or, in the case of a class of interest-only certiﬁcates, result in the reduction of the Notional Amount thereof). If you purchase any offered certiﬁcates at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans in the related trust fund could result in an actual yield to you that is lower than the yield you anticipated. If you purchase any offered certiﬁcates at a premium, you should consider the risk that a faster than anticipated rate of principal payments on such mortgage loans could result in an actual yield to you that is lower than the yield you anticipated. In addition, if you purchase an offered certiﬁcate at a discount (or premium), and principal payments are made in reduction of the principal balance or notional amount of your offered certiﬁcates at a rate slower (or faster) than the rate anticipated by you during any particular period, any consequent adverse effects on your yield would not be fully offset by a subsequent like increase (or decrease) in the rate of principal payments.

In general, the Notional Amount of a class of interest-only certiﬁcates will either (i) be based on the principal balances of some or all of the mortgage assets or (ii) equal the Certiﬁcate Balances of one or more of the other classes of certiﬁcates of the same series. Accordingly, the yield on such interest-only certiﬁcates will be inversely related to the rate at which payments and other collections of principal are received on such mortgage assets or distributions are made in reduction of the Certiﬁcate Balances of such classes of certiﬁcates, as the case may be.

Consistent with the foregoing, if a class of certiﬁcates of any series consists of interest-only certiﬁcates or principal-only certiﬁcates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in principal-only certiﬁcates, and a higher than anticipated rate of principal prepayments on such mortgage loans will negatively affect the yield to investors in interest-only certiﬁcates. If the offered certiﬁcates of a series include any such certiﬁcates, the related prospectus supplement will include a table showing the effect of various constant assumed levels of prepayment on yields on such certiﬁcates. Such tables will be intended to illustrate the sensitivity of yields to various constant assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, yields or prepayment rates.

The extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation,

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the availability of mortgage credit,

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the relative economic vitality of the area in which the mortgaged properties are located,

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the quality of management of the mortgaged properties,

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the servicing of the mortgage loans,

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possible changes in tax laws and other opportunities for investment.

In general, those factors which increase the attractiveness of selling a mortgaged property or reﬁnancing a mortgage loan or which enhance a borrower’s ability to do so, as well as those factors which increase the likelihood of default under a mortgage loan, would be expected to cause the rate of prepayment in respect of any mortgage asset pool to accelerate. In contrast, those factors having an opposite effect would be expected to cause the rate of prepayment of any mortgage asset pool to slow.

The rate of principal payments on the mortgage loans in any trust fund may also be affected by the existence of Lock-out Periods and requirements that principal prepayments be accompanied by Prepayment Premiums, and by the extent to which such provisions may be practicably enforced. To the extent enforceable, such provisions could constitute either an absolute prohibition (in the case of a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a borrower’s voluntarily prepaying its Mortgage Loan, thereby slowing the rate of prepayments.

The rate of prepayment on a pool of mortgage loans is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to reﬁnance its mortgage loan. Even in the case of ARM Loans, as prevailing market interest rates decline, and without regard to whether the interest rates on such ARM Loans decline in a manner consistent therewith, the related borrowers may have an increased incentive to reﬁnance for purposes of either

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converting to a ﬁxed rate loan and thereby “locking in” such rate or

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taking advantage of a different index, margin or rate cap or ﬂoor on another adjustable rate mortgage loan.

Therefore, as prevailing market interest rates decline, prepayment speeds would be expected to accelerate.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity therein, to meet cash ﬂow

needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation beneﬁts. The depositor makes no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of such mortgage loans that will be paid as of any date or as to the overall rate of prepayment on such mortgage loans.

Weighted Average Life and Maturity

The rate at which principal payments are received on the mortgage loans in any trust fund will affect the ultimate maturity and the weighted average life of one or more classes of the certiﬁcates of such series. Weighted average life generally refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar allocable as principal of such instrument is repaid to the investor. The weighted average life and maturity of a class of certiﬁcates of any series will be inﬂuenced by the rate at which principal on the related mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term “prepayment” includes voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to default, casualties or condemnations affecting the related mortgaged properties and purchases of mortgage loans out of the related trust fund), is paid to such class. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the Constant Prepayment Rate (“CPR”) prepayment model or the Standard Prepayment Assumption (“SPA”) prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans for the life of such loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of such loans in the ﬁrst month of the life of the loans and an additional 0.2% per annum in each month thereafter until the thirtieth month. Beginning in the thirtieth month, and in each month thereafter during the life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each month.

Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of mortgage loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family mortgage loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA.

The prospectus supplement with respect to each series of certiﬁcates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certiﬁcates of such series with a Certiﬁcate Balance, and the percentage of the initial Certiﬁcate Balance of each such class that would be outstanding on speciﬁed Distribution Dates, based on the assumptions stated in such prospectus supplement, including assumptions that prepayments on the related mortgage loans are made at rates corresponding to various percentages of CPR or SPA, or at such other rates speciﬁed in such prospectus supplement. Such tables and assumptions will illustrate the sensitivity of the weighted average lives of the certiﬁcates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certiﬁcates.

Controlled Amortization Classes and Companion Classes

A series of certificates may include one or more controlled amortization classes, which will entitle the holders of those certificates to receive principal distributions according to a specified principal payment schedule, which schedule is supported by creating priorities, as described in the related prospectus supplement, to receive principal payments from the mortgage loans in the related trust fund. If so specified in the related prospectus supplement, each controlled amortization class will either be a planned amortization class or a targeted amortization class. In general, a planned amortization class has a “prepayment collar,” that is, a range of prepayment rates that can be sustained without disruption, that determines the principal cash flow of those certificates. That prepayment collar is not static, and may expand or contract after the issuance of the planned amortization class depending on the actual prepayment experience for the underlying mortgage loans. Distributions of principal on a planned amortization

class would be made in accordance with the specified schedule so long as prepayments on the underlying mortgage loans remain at a relatively constant rate within the prepayment collar and, as described below, companion classes exist to absorb “excesses” or “shortfalls” in principal payments on the underlying mortgage loans. If the rate of prepayment on the underlying mortgage loans from time to time falls outside the prepayment collar, or fluctuates significantly within the prepayment collar, especially for any extended period of time, that event may have material consequences in respect of the anticipated weighted average life and maturity for a planned amortization class. A targeted amortization class is structured so that principal distributions generally will be payable on it in accordance with its specified principal payments schedule so long as the rate of prepayments on the related mortgage assets remains relatively constant at the particular rate used in establishing that schedule. A targeted amortization class will generally afford the holders of those certificates some protection against early retirement or some protection against an extended average life, but not both.

Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the related trust fund remains relatively constant at the rate, or within the range of rates, of prepayment used to establish the specific principal payment schedule for those certificates. Prepayment risk with respect to a given pool of mortgage assets does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series, any of which companion classes may also be a class of offered certificates. In general, and as more particularly described in the related prospectus supplement, a companion class will entitle the holders of those certificates to a disproportionately large share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively fast, and will entitle the holders of those certificates to a disproportionately small share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively slow. A class of certificates that entitles the holders of those certificates to a disproportionately large share of the prepayments on the mortgage loans in the related trust fund enhances the risk of early retirement of that class, or call risk, if the rate of prepayment is relatively fast; while a class of certificates that entitles the holders of those certificates to a disproportionately small share of the prepayments on the mortgage loans in the related trust fund enhances the risk of an extended average life of that class, or extension risk, if the rate of prepayment is relatively slow. Thus, as described in the related prospectus supplement, a companion class absorbs some (but not all) of the “call risk” and/or “extension risk” that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the related trust fund were allocated on a pro rata basis.

Other Factors Affecting Yield, Weighted Average Life and Maturity

Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a particular trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to reﬁnance the loan or to sell the related mortgaged property, there is a possibility that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or the special servicer, to the extent and under the circumstances set forth herein and in the related prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modiﬁcation that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certiﬁcates and thereby extend the weighted average life of such certiﬁcates and, if such certiﬁcates were purchased at a discount, reduce the yield thereon.

Negative Amortization. The weighted average life of a class of certiﬁcates can be affected by mortgage loans that permit negative amortization to occur (that is, mortgage loans that provide for the current payment of interest calculated at a rate lower than the rate at which interest accrues thereon, with the unpaid portion of such interest being added to the related principal balance). Negative amortization on one or more mortgage loans in any trust fund may result in negative amortization on the offered certiﬁcates of the related series. The related prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certiﬁcates of the related series. The portion of any mortgage loan negative amortization allocated to a class of certiﬁcates may result in a deferral of some or all of the interest payable thereon, which deferred interest may be added to the Certiﬁcate Balance thereof. In addition, an

ARM Loan that permits negative amortization would be expected during a period of increasing interest rates to amortize at a slower rate (and perhaps not at all) than if interest rates were declining or were remaining constant. Such slower rate of mortgage loan amortization would correspondingly be reﬂected in a slower rate of amortization for one or more classes of certiﬁcates of the related series. Accordingly, the weighted average lives of mortgage loans that permit negative amortization (and that of the classes of certiﬁcates to which any such negative amortization would be allocated or that would bear the effects of a slower rate of amortization on such mortgage loans) may increase as a result of such feature.

Negative amortization may occur in respect of an ARM Loan that

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limits the amount by which its scheduled payment may adjust in response to a change in its interest rate,

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provides that its scheduled payment will adjust less frequently than its interest rate or

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provides for constant scheduled payments notwithstanding adjustments to its interest rate.

Accordingly, during a period of declining interest rates, the scheduled payment on such a mortgage loan may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable interest rate, thereby resulting in the accelerated amortization of such mortgage loan. Any such acceleration in amortization of its principal balance will shorten the weighted average life of such mortgage loan and, correspondingly, the weighted average lives of those classes of certiﬁcates entitled to a portion of the principal payments on such mortgage loan.

The extent to which the yield on any offered certiﬁcate will be affected by the inclusion in the related trust fund of mortgage loans that permit negative amortization, will depend upon

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whether such offered certiﬁcate was purchased at a premium or a discount and

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the extent to which the payment characteristics of such mortgage loans delay or accelerate the distributions of principal on such certiﬁcate (or, in the case of a interest-only certiﬁcate, delay or accelerate the reduction of the notional amount thereof). See “—Yield and Prepayment Considerations” above.

Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certiﬁcates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certiﬁcates of the related series.

Losses and Shortfalls on the Mortgage Assets. The yield to holders of the offered certiﬁcates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage loans in the related trust fund and the timing of such losses and shortfalls. In general, the earlier that any such loss or shortfall occurs, the greater will be the negative effect on yield for any class of certiﬁcates that is required to bear the effects thereof.

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of Credit Support) will be allocated among the respective classes of certiﬁcates of the related series in the priority and manner, and subject to the limitations, speciﬁed in the related prospectus supplement. As described in the related prospectus supplement, such allocations may be effected by

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a reduction in the entitlements to interest and/or the Certiﬁcate Balances of one or more such classes of certiﬁcates and/or

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establishing a priority of payments among such classes of certiﬁcates.

The yield to maturity on a class of subordinate certiﬁcates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans in the related trust fund.

Additional Certiﬁcate Amortization. One or more classes of certiﬁcates of any series may provide for distributions of principal thereof from

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amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certiﬁcates,

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Excess Funds, or

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any other amounts described in the related prospectus supplement.

Unless otherwise deﬁned in the related prospectus supplement, “Excess Funds” will, in general, represent that portion of the amounts distributable in respect of the certiﬁcates of any series on any distribution date that represent

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interest received or advanced on the mortgage assets in the related trust fund that is in excess of the interest currently accrued on the certiﬁcates of such series, or

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prepayment premiums, payments from Equity Participations or any other amounts received on the mortgage assets in the related trust fund that do not constitute interest thereon or principal thereof.

The amortization of any class of certiﬁcates out of the sources described in the preceding paragraph would shorten the weighted average life of such certiﬁcates and, if such certiﬁcates were purchased at a premium, reduce the yield thereon. The related prospectus supplement will discuss the relevant factors to be considered in determining whether distributions of principal of any class of certiﬁcates out of such sources is likely to have any material effect on the rate at which such certiﬁcates are amortized and the consequent yield with respect thereto.

DESCRIPTION OF THE CERTIFICATES

General

Each series of certiﬁcates will represent the entire beneﬁcial ownership interest in the trust fund created pursuant to the related Pooling Agreement.

If the related prospectus supplement so provides, a class of certiﬁcates may have two or more component parts, each having characteristics that are otherwise described herein as being attributable to separate and distinct classes. For example, a class of certiﬁcates may have a Certiﬁcate Balance on which it accrues interest at a ﬁxed, ﬂoating (which may be based on “LIBOR”, “CMT”, “COFI”, “MTA” or “Prime Rate”, as described under “—Distributions of Interest on the Certificates” below), variable or adjustable rate. Such class of Certiﬁcates may also have certain characteristics attributable to interest-only certiﬁcates insofar as it may also entitle the holders thereof to distributions of interest accrued on a Notional Amount at a different ﬁxed, ﬂoating, variable or adjustable rate. In addition, a class of certiﬁcates may accrue interest on one portion of its Certiﬁcate Balance at one ﬁxed, ﬂoating, variable or adjustable rate and on another portion of its Certiﬁcate Balance at a different ﬁxed, ﬂoating, variable or adjustable rate.

Each class of offered certiﬁcates of a series will be issued in minimum denominations corresponding to the principal balances or, in case of certain classes of interest-only certiﬁcates or Residual Certiﬁcates, notional amounts or percentage interests, speciﬁed in the related prospectus supplement. If the related prospectus supplement so provides, one or more classes of offered certiﬁcates may be issued in fully registered, deﬁnitive form (such Certiﬁcates, “Deﬁnitive Certiﬁcates”) or may be offered in book-entry format (such Certiﬁcates, “Book-Entry Certiﬁcates”) through the facilities of DTC. The offered certiﬁcates of each series (if issued as Deﬁnitive Certiﬁcates) may be transferred or exchanged, subject to any restrictions on transfer described in the related prospectus supplement, at the location speciﬁed in the related prospectus supplement, without the payment of any service charges, other than any tax or other governmental charge payable in connection therewith. Interests in a class of Book-Entry Certiﬁcates will be transferred on the book-entry records of DTC and its participating organizations.

If so speciﬁed in the related prospectus supplement, arrangements may be made for clearance and settlement through Clearstream Banking, société anonyme or the Euroclear System, if they are participants in DTC.

Distributions

Distributions on the certiﬁcates of each series will be made on each distribution date from the Available Distribution Amount for such series and such Distribution Date. The “Available Distribution Amount” for any series of certiﬁcates and any distribution date generally will refer to the total of all payments or other collections (or advances in lieu thereof) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the holders of certiﬁcates of such series on such date. The particular components of the Available Distribution Amount for any series or class and distribution date will be more speciﬁcally described in the related prospectus supplement. If so speciﬁed in the related prospectus supplement, distributions for one or more classes of certiﬁcates may be based solely or primarily on speciﬁed mortgage assets or a speciﬁed group of mortgage assets in the trust fund.

Distributions on the certiﬁcates of each series (other than the ﬁnal distribution in retirement of any such certiﬁcate) will be made to the persons in whose names such certiﬁcates are registered (which in the case of a series of Book-Entry Certiﬁcates may be the related depository) at the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs (or such other record date as may be speciﬁed in the related prospectus supplement) (the “Record Date”), and the amount of each distribution will be determined as of the close of business on the date (the “Determination Date”) speciﬁed in the related prospectus supplement. All distributions with respect to each class of certiﬁcates on each distribution date will be allocated pro rata among the outstanding certiﬁcates in such class in proportion to the respective Percentage Interests evidenced thereby or in such other distribution priority as may be speciﬁed in the related prospectus supplement. Payments will be made either by wire transfer in immediately available funds to the account of a certiﬁcateholder at a bank or other entity having appropriate facilities therefor, if such certiﬁcateholder has provided the person required to make such payments with wiring instructions no later than the related Record Date or such other date speciﬁed in the related prospectus supplement (and, if so provided in the related prospectus supplement, such certiﬁcateholder holds certiﬁcates in the requisite amount or denomination speciﬁed therein), or by check mailed to the address of such certiﬁcateholder as it appears on the Certiﬁcate Register; provided, however, that the ﬁnal distribution in retirement of any class of certiﬁcates (whether Deﬁnitive Certiﬁcates or Book-Entry Certiﬁcates) will be made only upon presentation and surrender of such certiﬁcates at the location speciﬁed in the notice to Certiﬁcateholders of such ﬁnal distribution. The undivided percentage interest (the “Percentage Interest”) represented by an offered certiﬁcate of a particular class will be equal to the percentage obtained by dividing the initial principal balance or notional amount of such certiﬁcate by the initial Certiﬁcate Balance or Notional Amount of such class.

Distributions of Interest on the Certiﬁcates

Each class of certiﬁcates of each series (other than certain classes of principal-only certiﬁcates and certain classes of Residual Certiﬁcates that have no pass-through rate) may have a different pass-through rate, which in each case may be ﬁxed, ﬂoating, variable or adjustable. The related prospectus supplement will specify the pass-through rate or, in the case of a ﬂoating, variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class of offered certiﬁcates. Such interest rates may include, without limitation, a rate based on a speciﬁed portion of the interest on some or all of the related mortgage assets, a rate based on the weighted average of the interest rates for some or all of the related mortgage assets or a rate based on a differential between the rates on some or all of the related mortgage assets and the rates of some or all of the other certiﬁcates of the related series, or a rate based on a percentage or combination of any one or more of the foregoing rates. Such interest rates may also be based on indices, including one-month, three-month, six-month and one-year “LIBOR” (an average of the interest rate on one-month, three-month, six-month or one-year dollar-denominated deposits traded between banks in London), “CMT” (weekly or monthly average yields of U.S. treasury short and long-term securities, adjusted to a constant maturity), “COFI” (an index of the weighted average interest rate paid by savings institutions in Nevada, Arizona and California), “MTA” (a one-year average of the monthly average yields of U.S. treasury securities) and the “Prime Rate” (an interest rate charged by banks for short-term loans to their most creditworthy customers). Any interest rate may be subject to a maximum rate, including without limitation a maximum rate based on the weighted average interest rate of the mortgage assets or a portion thereof or a maximum rate based on funds available for payment, or may be subject to a minimum rate.

If so speciﬁed in the related prospectus supplement, an interest rate exchange agreement may be used to permit issuance of a series or class of certiﬁcates that accrues interest on a different basis than the underlying assets; for example, one or more classes of ﬂoating rate certiﬁcates may be issued from a trust fund that contains ﬁxed rate assets, or one or more classes of ﬁxed rate certiﬁcates may be issued from a trust fund that contains ﬂoating rate assets, by using an interest rate exchange agreement to alter the payment characteristics of such assets.

The related prospectus supplement will specify whether interest on the certiﬁcates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months, on an actual/360 basis or on another basis.

Distributions of interest with respect to one or more classes of certiﬁcates (collectively, “Accrual Certiﬁcates”) may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certiﬁcates, and interest accrued with respect to a class of Accrual Certiﬁcates prior to the occurrence of such an event will either be added to the Certiﬁcate Balance thereof or otherwise deferred as described in the related prospectus supplement.

Distributions of interest in respect of any class of certiﬁcates (other than a class of Accrual Certiﬁcates, and other than any class of principal-only certiﬁcates or Residual Certiﬁcates that is not entitled to any distributions of interest) will be made on each distribution date based on the Accrued Certiﬁcate Interest for such class and such distribution date, subject to the sufficiency of that portion, if any, of the Available Distribution Amount allocable to such class on such distribution date. Prior to the time interest is distributable on any class of Accrual Certiﬁcates, the amount of Accrued Certiﬁcate Interest otherwise distributable on such class will be added to the Certiﬁcate Balance thereof on each distribution date or otherwise deferred as described in the related prospectus supplement.

With respect to each class of certiﬁcates (other than certain classes of interest-only certiﬁcates and certain classes of Residual Certiﬁcates), the “Accrued Certiﬁcate Interest” for each distribution date will be equal to interest at the applicable pass-through rate accrued for a speciﬁed period (generally the most recently ended calendar month) on the outstanding Certiﬁcate Balance of such class of certiﬁcates immediately prior to such distribution date.

The Accrued Certiﬁcate Interest for each distribution date on a class of interest-only certiﬁcates generally will be similarly calculated except that it will accrue on a Notional Amount that is either

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based on the principal balances of some or all of the mortgage assets (or portions thereof) in the related trust fund or

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equal to the Certiﬁcate Balances (or one or more portions thereof) of one or more other classes of certiﬁcates of the same series. Reference to a Notional Amount with respect to a class of interest-only certiﬁcates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal or

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such other formula as may be speciﬁed in the related prospectus supplement.

If so speciﬁed in the related prospectus supplement, the amount of Accrued Certiﬁcate Interest that is otherwise distributable on (or, in the case of Accrual Certiﬁcates, that may otherwise be added to the Certiﬁcate Balance of) one or more classes of the certiﬁcates of a series may be reduced to the extent that any Prepayment Interest Shortfalls, as described under “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest,” exceed the amount of any sums that are applied to offset the amount of such shortfalls, or may be applied to cover interest shortfalls on other Classes of Certiﬁcates. The particular manner in which such shortfalls will be allocated among some or all of the classes of certiﬁcates of that series will be speciﬁed in the related prospectus supplement.

The related prospectus supplement will also describe the extent to which the amount of Accrued Certiﬁcate Interest that is otherwise distributable on (or, in the case of Accrual Certiﬁcates, that may otherwise be added to the Certiﬁcate Balance of) a class of offered certiﬁcates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the mortgage assets in the related trust fund. If so speciﬁed in the related prospectus supplement, any reduction in the amount of Accrued Certiﬁcate Interest otherwise distributable on a class of certiﬁcates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund will result in a corresponding increase in the Certiﬁcate

Balance of such class. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certiﬁcates” and “—Prepayments May Reduce the Yield on Your Certiﬁcates” and “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest.”

Distributions of Principal of the Certiﬁcates

Each class of certiﬁcates of each series (other than certain classes of interest-only certiﬁcates and certain classes of Residual Certiﬁcates) will have an initial stated principal amount (a “Certiﬁcate Balance”), which, at any time, will equal the then maximum amount that the holders of certiﬁcates of such class will be entitled to receive as principal out of the future cash ﬂow on the mortgage assets and other assets included in the related trust fund. The outstanding Certiﬁcate Balance of a class of certiﬁcates will be reduced by distributions of principal made thereon from time to time and, if and to the extent so provided in the related prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated thereto from time to time. In turn, the outstanding Certiﬁcate Balance of a class of certiﬁcates may be increased as a result of any deferred interest on or in respect of the related mortgage assets being allocated thereto from time to time, and will be increased, in the case of a class of Accrual Certiﬁcates prior to the distribution date on which distributions of interest thereon are required to commence, by the amount of any Accrued Certiﬁcate Interest in respect thereof (reduced as described above). The initial aggregate Certiﬁcate Balance of all classes of a series of certiﬁcates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of a speciﬁed date (the “Cut-off Date”), after application of scheduled payments due on or before such date, whether or not received. The initial Certiﬁcate Balance of each class of a series of certiﬁcates will be speciﬁed in the related prospectus supplement. As and to the extent described in the related prospectus supplement, distributions of principal with respect to a series of certiﬁcates will be made on each distribution date to the holders of the class or classes of certiﬁcates of such series entitled thereto until the Certiﬁcate Balances of such certiﬁcates have been reduced to zero. Distributions of principal with respect to one or more classes of certiﬁcates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. Distributions of principal with respect to one or more classes of certiﬁcates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certiﬁcates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. In addition, distributions of principal on one or more classes of Certiﬁcates may be made solely or primarily from distributions of principal on speciﬁed mortgage assets or a speciﬁed group of mortgage assets in the trust fund.

Distributions of principal with respect to one or more classes of certiﬁcates (each such class, a “Controlled Amortization Class”) may be made, subject to available funds, based on a speciﬁed principal payment schedule. Distributions of principal with respect to one or more other classes of certiﬁcates (each such class, a “Companion Class”) may be contingent on the speciﬁed principal payment schedule for a Controlled Amortization Class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Distributions of principal of any class of offered certiﬁcates will be made on a pro rata basis among all of the certiﬁcates of such class, or in such other distribution priority as may be speciﬁed in the related prospectus supplement.

Distributions on the Certiﬁcates in Respect of Prepayment Premiums or in Respect of Equity Participations

If so provided in the related prospectus supplement, Prepayment Premiums or payments in respect of Equity Participations received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certiﬁcates of the related series entitled thereto in accordance with the provisions described in such prospectus supplement. Alternatively, such items may be retained by the depositor or any of its afﬁliates or by any other speciﬁed person and/or may be excluded as trust assets.

Allocation of Losses and Shortfalls

speciﬁed in the related prospectus supplement. As described in the related prospectus supplement, such allocations may be effected by

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a reduction in the entitlements to interest and/or the Certiﬁcate Balances of one or more such classes of certiﬁcates and/or

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establishing a priority of payments among such classes of certiﬁcates. See “Description of Credit Support.”

Advances

If and to the extent provided in the related prospectus supplement, if a trust fund includes mortgage loans, the master servicer, the special servicer, the trustee, any provider of Credit Support and/or any other speciﬁed person may be obligated to advance, or have the option of advancing, on or before each distribution date, from its or their own funds or from excess funds held in the related Certiﬁcate Account that are not part of the Available Distribution Amount for the related series of certiﬁcates for such distribution date, an amount up to the aggregate of any payments of principal (other than the principal portion of any balloon payments) and interest that were due on or in respect of such mortgage loans during the related Due Period and were delinquent on the related determination date.

In addition, if so speciﬁed in the related prospectus supplement, advances may also be made to cover property protection expenses, such as, for example, taxes, insurance payments and ground rent, and other servicing expenses, such as, for example, the costs of realizing on a defaulted mortgage loan, or any other items speciﬁed in the related prospectus supplement.

Advances are intended to maintain a regular ﬂow of scheduled interest and principal payments to holders of the class or classes of certiﬁcates entitled thereto, rather than to guarantee or insure against losses. Accordingly, all advances made out of a speciﬁc entity’s own funds will be reimbursable out of related recoveries on the mortgage loans (including amounts drawn under any fund or instrument constituting Credit Support) respecting which such advances were made (as to any mortgage loan, “Related Proceeds”) and such other speciﬁc sources as may be identiﬁed in the related prospectus supplement, including, in the case of a series that includes one or more classes of subordinate certiﬁcates, if so identiﬁed, collections on other mortgage assets in the related trust fund that would otherwise be distributable to the holders of one or more classes of such subordinate certiﬁcates. No advance will be required to be made by a master servicer, special servicer or trustee if, in the judgment of the master servicer, special servicer or trustee, as the case may be, such advance would not be recoverable from Related Proceeds or another speciﬁcally identiﬁed source (any such advance, a “Nonrecoverable Advance”); and, if previously made by a master servicer, special servicer or trustee, a Nonrecoverable Advance will be reimbursable thereto from any amounts in the related Certiﬁcate Account prior to any distributions being made to the related series of certiﬁcateholders.

If advances have been made by a master servicer, special servicer, trustee or other entity from excess funds in a Certiﬁcate Account, such master servicer, special servicer, trustee or other entity, as the case may be, will be required to replace such funds in such Certiﬁcate Account on or prior to any future distribution date to the extent that funds in such Certiﬁcate Account on such distribution date are less than payments required to be made to the related series of certiﬁcateholders on such date. If so speciﬁed in the related prospectus supplement, the obligation of a master servicer, special servicer, trustee or other entity to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, information regarding the characteristics of, and the identity of any obligor on, any such surety bond, will be set forth in the related prospectus supplement.

If and to the extent so provided in the related prospectus supplement, any entity making advances will be entitled to receive interest on certain or all of such advances for a speciﬁed period during which such advances are outstanding at the rate speciﬁed in such prospectus supplement, and such entity will be entitled to payment of such interest periodically from general collections on the mortgage loans in the related trust fund prior to any payment to the related series of certiﬁcateholders or as otherwise provided in the related Pooling Agreement and described in such prospectus supplement. The prospectus supplement for any series of certiﬁcates evidencing an interest in a trust fund that includes MBS will describe any comparable advancing obligation of a party to the related Pooling Agreement or of a party to the related MBS Agreement.

Reports to Certiﬁcateholders

On each distribution date, together with the distribution to the holders of each class of the offered certiﬁcates of a series, a master servicer, Manager or Trustee, as provided in the related prospectus supplement, will forward to each such holder, a statement (a “Distribution Date Statement”) that, generally, will set forth, among other things, in each case to the extent applicable:

(i) the amount of such distribution to holders of such class of offered certiﬁcates that was applied to reduce the Certiﬁcate Balance thereof;

(ii) the amount of such distribution to holders of such class of offered certiﬁcates that was applied to pay Accrued Certiﬁcate Interest;

(iii) the amount, if any, of such distribution to holders of such class of offered certiﬁcates that was allocable to (A) Prepayment Premiums and (B) payments on account of Equity Participations;

(iv) the amount, if any, by which such distribution is less than the amounts to which holders of such class of offered certiﬁcates are entitled;

(v) if the related trust fund includes mortgage loans, the aggregate amount of advances included in such distribution;

(vi) if the related trust fund includes mortgage loans, the amount of servicing compensation received by the related master servicer (and, if payable directly out of the related trust fund, by any special servicer and any sub-servicer) and, if the related trust fund includes MBS, the amount of administrative compensation received by the MBS Administrator;

(vii) information regarding the aggregate principal balance of the related mortgage assets on or about such distribution date;

(viii) if the related trust fund includes mortgage loans, information regarding the number and aggregate principal balance of such mortgage loans that are delinquent;

(ix) if the related trust fund includes mortgage loans, information regarding the aggregate amount of losses incurred and principal prepayments made with respect to such mortgage loans during the related Due Period;

(x) the Certiﬁcate Balance or Notional Amount, as the case may be, of such class of certiﬁcates at the close of business on such distribution date, separately identifying any reduction in such Certiﬁcate Balance or Notional Amount due to the allocation of any losses in respect of the related mortgage assets, any increase in such Certiﬁcate Balance or Notional Amount due to the allocation of any negative amortization in respect of the related mortgage assets and any increase in the Certiﬁcate Balance of a class of Accrual Certiﬁcates, if any, in the event that Accrued Certiﬁcate Interest has been added to such balance;

(xi) if such class of offered certiﬁcates has a ﬂoating, variable or adjustable pass-through rate, the pass-through rate applicable thereto for such distribution date and, if determinable, for the next succeeding distribution date;

(xii) the amount deposited in or withdrawn from any reserve fund on such distribution date, and the amount remaining on deposit in such reserve fund as of the close of business on such distribution date;

(xiii) if the related trust fund includes one or more instruments of Credit Support, the amount of coverage under each such instrument as of the close of business on such distribution date; and

(xiv) the amount of Credit Support being afforded by any classes of subordinate certiﬁcates.

In the case of information furnished pursuant to subclauses (i)-(iii) above, the amounts will be expressed as a dollar amount per speciﬁed denomination of the relevant class of offered certiﬁcates or as a percentage. The

prospectus supplement for each series of certiﬁcates may describe additional information to be included in reports to the holders of the offered certiﬁcates of such series.

Within a reasonable period of time after the end of each calendar year, the master servicer, MBS Administrator or trustee for a series of certiﬁcates, as the case may be, will be required to furnish to each person who at any time during the calendar year was a holder of an offered certiﬁcate of such series a statement containing the information set forth in subclauses (i)-(iii) above, aggregated for such calendar year or the applicable portion thereof during which such person was a certiﬁcateholder. Such obligation will be deemed to have been satisﬁed to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. See, however, “—Book-Entry Registration and Deﬁnitive Certiﬁcates” below.

If the trust fund for a series of certiﬁcates includes MBS, the ability of the related master servicer, MBS Administrator or trustee, as the case may be, to include in any Distribution Date Statement information regarding the mortgage loans underlying such MBS will depend on the reports received with respect to such MBS. In such cases, the related prospectus supplement will describe the loan-speciﬁc information to be included in the Distribution Date Statements that will be forwarded to the holders of the offered certiﬁcates of that series in connection with distributions made to them. The depositor will provide the same information with respect to any MBS in its own reports that were publicly offered and the reports the related MBS Issuer provides to the Trustee if privately issued.

Voting Rights

The voting rights evidenced by each series of certiﬁcates (as to such series, the “Voting Rights”) will be allocated among the respective classes of such series in the manner described in the related prospectus supplement.

Certiﬁcateholders will generally not have a right to vote, except with respect to required consents to certain amendments to the related Pooling Agreement and as otherwise speciﬁed in the related prospectus supplement. See “Description of the Pooling Agreements—Amendment.” The holders of speciﬁed amounts of certiﬁcates of a particular series will have the right to act as a group to remove the related trustee and also upon the occurrence of certain events which if continuing would constitute a Termination Event on the part of the related master servicer, special servicer or REMIC Administrator. See “Description of the Pooling Agreements—Termination Event,” “—Rights Upon Termination Events” and “—Resignation and Removal of the Trustee.”

Termination

The obligations created by the Pooling Agreement for each series of certiﬁcates will terminate following

●

the ﬁnal payment or other liquidation of the last mortgage asset subject thereto or the disposition of all property acquired upon foreclosure of any mortgage loan subject thereto and

●

the payment (or provision for payment) to the certiﬁcateholders of that series of all amounts required to be paid to them pursuant to such Pooling Agreement.

Written notice of termination of a Pooling Agreement will be given to each certiﬁcateholder of the related series, and the ﬁnal distribution will be made only upon presentation and surrender of the certiﬁcates of such series at the location to be speciﬁed in the notice of termination.

If so speciﬁed in the related prospectus supplement, a series of certiﬁcates may be subject to optional early termination through the purchase of the mortgage assets in the related trust fund by the party or parties speciﬁed therein, under the circumstances and in the manner set forth therein, including without limitation by acquisition of the mortgage loans for cash or in exchange for the certiﬁcates.

In addition, if so provided in the related prospectus supplement upon the reduction of the Certiﬁcate Balance of a speciﬁed class or classes of certiﬁcates by a speciﬁed percentage or amount or upon a speciﬁed date, a party designated therein may be authorized or required to solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufﬁcient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth therein. The solicitation of bids will be conducted in a commercially reasonable manner and, generally, assets will be sold at their fair market value. Circumstances may arise in which

such fair market value may be less than the unpaid balance of the mortgage loans sold and therefore, as a result of such a sale, the Certiﬁcateholders of one or more classes of certiﬁcates may receive an amount less than the Certiﬁcate Balance of, and accrued unpaid interest on, their certiﬁcates.

If any class of certiﬁcates has an optional termination feature that may be exercised when 25% or more of the original principal balance of the mortgage assets in the related trust fund is still outstanding, the title of such class of certiﬁcates will include the word “callable.”

Book-Entry Registration and Deﬁnitive Certiﬁcates

If so provided in the prospectus supplement for a series of certiﬁcates, one or more classes of the offered certiﬁcates of such series will be offered in book-entry format through the facilities of DTC, and each such class will be represented by one or more global certiﬁcates registered in the name of The Depository Trust Company (“DTC”) or its nominee. If so provided in the prospectus supplement, arrangements may be made for clearance and settlement through the Euroclear System or Clearstream Banking, société anonyme, if they are participants in DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking corporation” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (“DTC Participants”) and facilitate the clearance and settlement of securities transactions between DTC Participants through electronic computerized book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certiﬁcates. DTC Participants that maintain accounts with DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include other organizations. DTC is owned by a number of DTC Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that directly or indirectly clear through or maintain a custodial relationship with a DTC Participant that maintains as account with DTC. The rules applicable to DTC and DTC Participants are on ﬁle with the Securities and Exchange Commission (the “SEC”).

Purchases of Book-Entry Certiﬁcates under the DTC system must be made by or through, and will be recorded on the records of, the brokerage ﬁrm, bank, thrift institution or other ﬁnancial intermediary (each, a “Financial Intermediary”) that maintains the beneﬁcial owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such certiﬁcates will be recorded on the records of DTC (or of a participating ﬁrm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneﬁcial owner’s Financial Intermediary is not a DTC Participant). Therefore, the beneﬁcial owner must rely on the foregoing procedures to evidence its beneﬁcial ownership of such certiﬁcates. The beneﬁcial ownership interest of the owner of a Book-Entry Certiﬁcate (a “Certiﬁcate Owner”) may only be transferred by compliance with the rules, regulations and procedures of such Financial Intermediaries and DTC Participants.

DTC has no knowledge of the actual Certiﬁcate Owners; DTC’s records reﬂect only the identity of the DTC Participants to whose accounts such certiﬁcates are credited, which may or may not be the Certiﬁcate Owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC Participants and by DTC Participants to Financial Intermediaries and Certiﬁcate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Distributions on the Book-Entry Certiﬁcates will be made to DTC. DTC’s practice is to credit DTC Participants’ accounts on the related distribution date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on such date. Disbursement of such distributions by DTC Participants to Financial Intermediaries and Certiﬁcate Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of each such DTC Participant (and not of DTC, the depositor or any trustee, master servicer, special servicer or MBS Administrator), subject to any statutory or regulatory requirements as may be in effect from time to time. Accordingly, under a book-entry system, Certiﬁcate Owners may receive payments after the related Distribution Date.

The only “certiﬁcateholder” (as such term is used in the related Pooling Agreement) of Book-Entry Certiﬁcates will be the nominee of DTC (or another depository speciﬁed in the related prospectus supplement), and the Certiﬁcate Owners will not be recognized as certiﬁcateholders under the Pooling Agreement. Certiﬁcate Owners will be permitted to exercise the rights of certiﬁcateholders under the related Pooling Agreement only indirectly through the DTC Participants who in turn will exercise their rights through DTC. The depositor has been informed that DTC will take action permitted to be taken by a certiﬁcateholder under a Pooling Agreement only at the direction of one or more DTC Participants to whose account with DTC interests in the Book-Entry Certiﬁcates are credited. DTC may take conﬂicting actions with respect to the Book-Entry Certiﬁcates to the extent that such actions are taken on behalf of Financial Intermediaries whose holdings include such certiﬁcates.

Because DTC can act only on behalf of DTC Participants, who in turn act on behalf of Financial Intermediaries and certain Certiﬁcate Owners, the ability of a Certiﬁcate Owner to pledge its interest in Book-Entry Certiﬁcates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in Book-Entry Certiﬁcates, may be limited due to the lack of a physical certiﬁcate evidencing such interest.

Generally, Certiﬁcates initially issued in book-entry form will be issued as Deﬁnitive Certiﬁcates to Certiﬁcate Owners or their nominees, rather than to DTC or its nominee, only if

●

the depositor advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to such certiﬁcates and the depositor is unable to locate a qualiﬁed successor or

●

the depositor, at its option, elects to terminate the book-entry system through DTC with respect to such certiﬁcates. Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all DTC Participants of the availability through DTC of Deﬁnitive Certiﬁcates. Upon surrender by DTC of the certiﬁcate or certiﬁcates representing a class of Book-Entry Certiﬁcates, together with instructions for registration, the trustee for the related series or other designated party will be required to issue to the Certiﬁcate Owners identiﬁed in such instructions the Deﬁnitive Certiﬁcates to which they are entitled, and thereafter the holders of such Deﬁnitive Certiﬁcates will be recognized as “Certiﬁcateholders” under and within the meaning of the related Pooling Agreement.

Depositable and Exchangeable Certificates

General

If specified in the related prospectus supplement, a series of certificates may include one or more classes of certificates that are depositable certificates and one or more classes or certificates that are exchangeable certificates. In any of the these series, the holders of one or more of the classes of depositable certificates will be entitled, after notice and payment to the trustee, the paying agent or another person performing similar functions of an administrative fee, to exchange all or a portion of their depositable certificates for proportionate interests in one or more of the specified classes of related exchangeable certificates. Similarly, in any of these series, the holders of one or more classes of exchangeable certificates will be entitled, after notice and payment to the trustee, the paying agent or another person performing similar function of an administrative fee, to exchange all or a portion of their exchangeable certificates for proportionate interests in one or more specified other classes of exchangeable certificates or for proportionate interests in the related depositable certificates.

If a series includes classes of depositable and exchangeable certificates, all of those classes of depositable and exchangeable certificates will be listed and described in the related prospectus supplement. The classes of depositable and exchangeable certificates that are exchangeable for one another may be referred to in the related prospectus supplement as being “related” to each other, and each related grouping of depositable certificates may be referred to as a “combination.” The class or classes of certificates that are “depositable certificates” will be identified as such in the related prospectus supplement and the class or classes of certificates that are “exchangeable certificates” will be identified as such in the related prospectus supplement. Each exchangeable certificate will represent both (i) the right to receive some or all of the cashflow otherwise payable to the related combination of depositable certificates and (ii) the right to exercise all rights of the class or classes of related combination of depositable certificates. At any time after their initial issuance, the class or classes of depositable certificates may be

exchanged for a proportionate interest in the related class or classes of exchangeable certificates. In some cases, as and to the extent specified in the related prospectus supplement, multiple classes of depositable certificates may be exchanged for one or more classes of related exchangeable certificates. Exchangeable certificates received in an exchange or obtained in the initial issuance may subsequently be exchanged for proportionate interests in other exchangeable certificates as set forth in the related prospectus supplement or for proportionate interests in the related depositable certificates. This process may be repeated from time to time.

The descriptions in the related prospectus supplement of the certificates of a series that apply to depositable certificates, including descriptions of principal and interest distributions, registration and denomination of certificates, credit enhancement, yield and prepayment considerations and tax, ERISA and legal investment considerations, will also apply to each related class of exchangeable certificates. The related prospectus supplement will separately describe the yield and prepayment considerations applicable to, and the risks of investment in, each class of exchangeable certificates. For example, separate decrement tables and yield tables, if applicable, will be included for each class of exchangeable certificates.

Exchanges

If a holder elects to exchange its depositable certificates for related exchangeable certificates, the following three conditions must be satisfied:

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the aggregate principal balance of the exchangeable certificates received in the exchange, immediately after the exchange, must equal the aggregate principal balance, immediately prior to the exchange, of the related depositable certificates (for purposes of this condition, an interest-only class will have a principal balance of zero);

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the aggregate amount of interest payable on any distribution date with respect to the exchangeable certificates received in the exchange must equal the aggregate amount of interest payable on such distribution date with respect to the related depositable certificates; and

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the class or classes of depositable certificates must be exchanged in the proportions, if any, described in the related prospectus supplement.

There are different types of combinations of depositable certificates and of exchangeable certificates that can exist. Any individual series of certificates may have multiple types of combinations. Some examples of combinations of depositable and exchangeable certificates that differ in their interest characteristics include:

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A class of depositable certificates with a floating interest rate and a class of depositable certificates with an inverse floating interest rate may be exchangeable, together, for a class of exchangeable certificates with a fixed interest rate. In this case, the classes of depositable certificates with interest rates that vary with an index would produce, in the aggregate, an annual interest amount equal to that generated by the exchangeable class with a fixed interest rate. In addition, the aggregate principal balance of the two depositable classes with interest rates that vary with an index would equal the principal balance of the exchangeable class with the fixed interest rate.

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An interest-only class and a principal-only class of depositable certificates may be exchangeable, together, for a class of exchangeable certificates that is entitled to both principal and interest payments. The principal balance of the principal and interest class of exchangeable certificates would be equal to the principal balance of the depositable principal-only class, and the interest rate on the exchangeable principal and interest class would be a fixed rate that, when applied to the principal balance of this class, would generate an annual interest amount equal to the annual interest amount of the depositable interest-only class in distributions that have identical amounts and identical timing.

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Two or more classes of depositable principal and interest classes with different fixed interest rates may be exchangeable, together, for an exchangeable class that is entitled to both principal and interest payments, with a principal balance equal to the aggregate principal balance of the two or more depositable classes, and a fixed interest rate that, when applied to the principal balance of the exchangeable class, would

generate an annual interest amount equal to the aggregate amount of annual interest of the two or more depositable classes.

In some series, a securityholder may be able to exchange depositable certificates for exchangeable certificates that have different principal payment characteristics. Examples of these types of combinations include:

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A class of depositable certificates that accretes all of its interest for a specified period, with the accreted amount added to the principal balance of the accreting class, and a class of depositable certificates that receives principal payments from these accretions may be exchangeable, together, for a single class of exchangeable certificates that receives payments of interest continuously from the first distribution date on which is receives interest until it is retired.

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A class of depositable certificates that is a planned principal class or targeted principal class, and a class of depositable certificates that only received principal payments on a distribution date if scheduled payments have been made on the planned principal class or targeted principal class, as applicable, may be exchangeable, together, for a class of exchangeable certificates that receives principal payments without regard to the schedule from the first distribution date on which it receives principal until it is retired.

These combinations are only examples. Additional combinations are possible and the related prospectus supplement will describe all of the depositable certificates and the exchangeable certificates for that series.

Procedures

The related prospectus supplement will describe the procedures that must be followed to make an exchange. A securityholder will be required to provide notice to the trustee, the paying agent or another person performing similar functions in advance of the proposed exchange date. The notice must include the outstanding principal or notional amount of the certificates to be exchanged and to be received, and the proposed exchange date. When the trustee, the paying agent or another person performing similar functions receives this notice, it will provide instructions to the securityholder regarding delivery of the certificates and payment of the administrative fee. A securityholder’s notice to the trustee, the paying agent or another person performing similar functions will become irrevocable on the second business day prior to the proposed exchange date. Any exchangeable certificates in book-entry form will be subject to the rules, regulations and procedures applicable to DTC’s book-entry certificates.

If the related prospectus supplement describes exchange proportions for a combination of classes of exchangeable certificates, these proportions will be based on the original, rather than the outstanding, principal or notional amounts of these classes.

The first payment on an exchangeable certificate received in an exchange will be made on the distribution date in the month following the month of the exchange or as otherwise described in the related prospectus supplement. This payment will be made to the securityholder of record as of the applicable record date.

DESCRIPTION OF THE POOLING AGREEMENTS

General

The certiﬁcates of each series will be issued pursuant to a pooling and servicing agreement or other agreement speciﬁed in the related prospectus supplement (in any case, a “Pooling Agreement”). In general, the parties to a Pooling Agreement will include the depositor, the trustee, the master servicer, the special servicer and, if one or more REMIC elections have been made with respect to the trust fund, a REMIC administrator. However, a Pooling Agreement that relates to a trust fund that includes MBS may include an MBS Administrator as a party, but may not include a master servicer, special servicer or other servicer as a party. All parties to each Pooling Agreement under which certiﬁcates of a series are issued will be identiﬁed in the related prospectus supplement. If so speciﬁed in the related prospectus supplement, the mortgage asset seller or an afﬁliate thereof may perform the functions of master servicer, special servicer, MBS Administrator or REMIC administrator. If so speciﬁed in the related prospectus supplement, the master servicer may also perform the duties of special servicer, and the master servicer, the special servicer or the trustee may also perform the duties of REMIC administrator. Any party to a Pooling Agreement or

any afﬁliate thereof may own certiﬁcates issued thereunder; however, except in limited circumstances (including with respect to required consents to certain amendments to a Pooling Agreement), certiﬁcates issued thereunder that are held by the master servicer or special servicer for the related series will not be allocated Voting Rights.

A form of a pooling and servicing agreement has been ﬁled as an exhibit to the registration statement of which this prospectus is a part. However, the provisions of each Pooling Agreement will vary depending upon the nature of the certiﬁcates to be issued thereunder and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a Pooling Agreement under which certiﬁcates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certiﬁcates will summarize all of the material provisions of the related Pooling Agreement. The summaries herein do not purport to be complete and are subject to, and are qualiﬁed in their entirety by reference to, all of the provisions of the Pooling Agreement for each series of certiﬁcates and the description of such provisions in the related prospectus supplement. The depositor will provide a copy of the Pooling Agreement (without exhibits) that relates to any series of certiﬁcates without charge upon written request of a holder of a certiﬁcate of such series addressed to it at its principal executive ofﬁces speciﬁed herein under “The Depositor.”

Assignment of Mortgage Loans; Repurchases

At the time of issuance of any series of certiﬁcates, the Depositor will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, except to the extent otherwise described in the related prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-off Date, other than principal and interest due on or before the Cut-off Date. The trustee will, concurrently with such assignment, deliver the certiﬁcates to or at the direction of the depositor in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identiﬁed in a schedule appearing as an exhibit to the related Pooling Agreement. Such schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include

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the address of the related mortgaged property and type of such property;

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the mortgage rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information;

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the original and remaining term to maturity;

●

the amortization term; and

●

the original and outstanding principal balance.

In addition, except as may be otherwise speciﬁed in the related prospectus supplement (which may provide for other arrangements, including electronic registration of transfer of such documents), the depositor will, as to each mortgage loan to be included in a trust fund, deliver, or cause to be delivered, to the related trustee (or to a custodian appointed by the trustee as described below)

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the mortgage note endorsed, without recourse, either in blank or to the order of such trustee (or its nominee),

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the mortgage with evidence of recording indicated thereon (except for any mortgage not returned from the public recording ofﬁce),

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an assignment of the mortgage in blank or to the trustee (or its nominee) in recordable form, together with any intervening assignments of the mortgage with evidence of recording thereon (except for any such assignment not returned from the public recording ofﬁce), and,

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if applicable, any riders or modiﬁcations to such mortgage note and mortgage, together with certain other documents at such times as set forth in the related Pooling Agreement.

Such assignments may be blanket assignments covering mortgages on mortgaged properties located in the same county, if permitted by law. Notwithstanding the foregoing, a trust fund may include mortgage loans where the original mortgage note is not delivered to the trustee if the depositor delivers, or causes to be delivered, to the related trustee (or such custodian) a copy or a duplicate original of the mortgage note, together with an affidavit certifying that the original thereof has been lost or destroyed. In addition, if the depositor cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording thereon concurrently with the execution and delivery of the related Pooling Agreement because of a delay caused by the public recording ofﬁce, the depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment as submitted for recording. The depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) such mortgage or assignment with evidence of recording indicated thereon after receipt thereof from the public recording ofﬁce. If the depositor cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording thereon concurrently with the execution and delivery of the related Pooling Agreement because such mortgage or assignment has been lost, the depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment with evidence of recording thereon. Except as may be otherwise speciﬁed in the related prospectus supplement (which may provide for other arrangements, including electronic registration of transfer of such documents), assignments of mortgage to the trustee (or its nominee) will be recorded in the appropriate public recording ofﬁce, except in states where, in the opinion of counsel acceptable to the trustee, such recording is not required to protect the trustee’s interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of the depositor or the originator of such mortgage loan.

The trustee (or a custodian appointed by the trustee) for a series of certiﬁcates will be required to review the mortgage loan documents delivered to it within a speciﬁed period of days after receipt thereof, and the trustee (or such custodian) will hold such documents in trust for the beneﬁt of the certiﬁcateholders of such series. Unless otherwise speciﬁed in the related prospectus supplement, if any such document is found to be missing or defective, and such omission or defect, as the case may be, materially and adversely affects the interests of the certiﬁcateholders of the related series, the trustee (or such custodian) will be required to notify the master servicer, the special servicer and the depositor, and one of such persons will be required to notify the relevant mortgage asset seller. In that case, and if the mortgage asset seller cannot deliver the document or cure the defect within a speciﬁed number of days after receipt of such notice, then, except as otherwise speciﬁed below or in the related prospectus supplement, the mortgage asset seller will be obligated to repurchase the related mortgage loan from the trustee at a price generally equal to the unpaid principal balance thereof, together with accrued but unpaid interest through a date on or about the date of purchase, or at such other price as will be speciﬁed in the related prospectus supplement (in any event, the “Purchase Price”). If so provided in the prospectus supplement for a series of certiﬁcates, a mortgage asset seller, in lieu of repurchasing a mortgage loan as to which there is missing or defective loan documentation, will have the option, exercisable upon certain conditions and/or within a speciﬁed period after initial issuance of such series of certiﬁcates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement, to pay an amount equal to the loss in value of the mortgage loan, or to provide another remedy speciﬁed in the related prospectus supplement. This repurchase or substitution obligation or other speciﬁed remedy will constitute the sole remedy to holders of the certiﬁcates of any series or to the related trustee on their behalf for missing or defective mortgage loan documentation, and neither the depositor nor, unless it is the mortgage asset seller, the master servicer or the special servicer will be obligated to purchase or replace a mortgage loan if a mortgage asset seller defaults on its obligation to do so.

The trustee will be authorized at any time to appoint one or more custodians pursuant to a custodial agreement to hold title to the mortgage loans in any trust fund and to maintain possession of and, if applicable, to review the documents relating to such mortgage loans, in any case as the agent of the trustee. The identity of any such custodian to be appointed on the date of initial issuance of the certiﬁcates will be set forth in the related prospectus supplement.

Representations and Warranties; Repurchases

Generally, the depositor will, with respect to each mortgage loan in the related trust fund, make or assign, or cause to be made or assigned, certain representations and warranties (the person making such representations and warranties, the “Warranting Party”) covering, by way of example:

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the accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related Pooling Agreement;

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the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage;

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the Warranting Party’s title to the mortgage loan and the authority of the Warranting Party to sell the mortgage loan; and

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the payment status of the mortgage loan.

It is expected that in most cases the Warranting Party will be the mortgage asset seller. However, the Warranting Party may also be an afﬁliate of the mortgage asset seller, the depositor or an afﬁliate of the depositor, the master servicer, the special servicer or another person acceptable to the depositor. The Warranting Party, if other than the mortgage asset seller, will be identiﬁed in the related prospectus supplement.

Generally the Pooling Agreements will provide that the master servicer and/or trustee will be required to notify promptly any Warranting Party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the certiﬁcateholders of the related series. If such Warranting Party cannot cure such breach within a speciﬁed period following the date on which it was notiﬁed of such breach, then, unless otherwise provided in the related prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee at the applicable Purchase Price. If so provided in the prospectus supplement for a series of certiﬁcates, a Warranting Party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a speciﬁed period after initial issuance of such series of certiﬁcates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement, to pay an amount equal to the loss in value of the mortgage loan, or to provide another remedy speciﬁed in the related prospectus supplement. This repurchase or substitution obligation or other speciﬁed remedy will constitute the sole remedy available to holders of the certiﬁcates of any series or to the related trustee on their behalf for a breach of representation and warranty by a Warranting Party, and neither the Depositor nor the master servicer, in either case unless it is the Warranting Party, will be obligated to purchase or replace a mortgage loan if a Warranting Party defaults on its obligation to do so.

In some cases, representations and warranties will have been made in respect of a mortgage loan as of a date prior to the date upon which the related series of certiﬁcates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certiﬁcates if anything has come to the depositor’s attention that would cause it to believe that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of the date of issuance. The date as of which the representations and warranties regarding the mortgage loans in any trust fund were made will be speciﬁed in the related prospectus supplement.

Collection and Other Servicing Procedures

The master servicer and the special servicer for any mortgage pool, directly or through sub-servicers, will each be obligated under the related pooling agreement to service and administer the mortgage loans in such mortgage pool for the beneﬁt of the related certiﬁcateholders, in accordance with applicable law and further in accordance with the terms of such pooling agreement, such mortgage loans and any instrument of Credit Support included in the related trust fund and in accordance with such other requirements as may be speciﬁed in the related prospectus supplement. Subject to the foregoing, the master servicer and the special servicer will each have full power and authority to do any and all things in connection with such servicing and administration that it may deem necessary and desirable.

As part of its servicing duties, each of the master servicer and the special servicer will be required to make reasonable efforts to collect all payments called for under the terms and provisions of the mortgage loans that it services and will be obligated to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided (i) such procedures are consistent with the terms of the related pooling agreement and (ii) do not impair recovery under any instrument of Credit Support included in the related trust fund. Consistent with the foregoing, generally the master servicer and the

special servicer will each be permitted, in its discretion, to waive any prepayment premium, late payment charge or other charge in connection with any mortgage loan; provided that, if so speciﬁed in the related prospectus supplement such right may be given to another party, including a class of certiﬁcateholders.

The master servicer and the special servicer for any trust fund, either separately or jointly, directly or through sub-servicers, will also be required to perform as to the mortgage loans in such trust fund various other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts, if required under the related Pooling Agreement, for payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; negotiating modiﬁcations; conducting property inspections on a periodic or other basis; managing (or overseeing the management of) mortgaged properties acquired on behalf of such trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an “REO Property”); and maintaining servicing records relating to such mortgage loans. The related prospectus supplement will specify when and the extent to which servicing of a mortgage loan is to be transferred from the master servicer to the special servicer. In general, and subject to the discussion in the related prospectus supplement, a special servicer will be responsible for the servicing and administration of:

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mortgage loans that are delinquent in respect of a speciﬁed number of scheduled payments;

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mortgage loans as to which the related borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or similar insolvency proceeding, or the related borrower has become the subject of a decree or order for such a proceeding which shall have remained in force undischarged or unstayed for a speciﬁed number of days; and

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REO Properties.

If so speciﬁed in the related prospectus supplement, a pooling agreement also may provide that if a default on a mortgage loan has occurred or, in the judgment of the related master servicer, a payment default is reasonably foreseeable, the related master servicer may elect to transfer the servicing thereof, in whole or in part, to the related special servicer. Generally when the circumstances (as set forth in the related prospectus supplement) no longer warrant a special servicer’s continuing to service a particular mortgage loan (e.g., the related borrower is paying in accordance with the forbearance arrangement entered into between the special servicer and such borrower), the master servicer will resume the servicing duties with respect thereto. If and to the extent provided in the related Pooling Agreement and described in the related prospectus supplement, a special servicer may perform certain limited duties in respect of mortgage loans for which the master servicer is primarily responsible (including, if so speciﬁed, performing property inspections and evaluating ﬁnancial statements); and a master servicer may perform certain limited duties in respect of any mortgage loan for which the special servicer is primarily responsible (including, if so speciﬁed, continuing to receive payments on such mortgage loan (including amounts collected by the special servicer), making certain calculations with respect to such mortgage loan and making remittances and preparing certain reports to the trustee and/or certiﬁcateholders with respect to such mortgage loan. Generally the master servicer will be responsible for ﬁling and settling claims in respect of particular mortgage loans under any applicable instrument of Credit Support. See “Description of Credit Support.”

A mortgagor’s failure to make required mortgage loan payments may mean that operating income is insufﬁcient to service the mortgage debt, or may reﬂect the diversion of that income from the servicing of the mortgage debt. In addition, a mortgagor that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and otherwise to maintain and insure the related mortgaged property. In general, the related special servicer will be required to

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monitor any mortgage loan that is in default,

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evaluate whether the causes of the default can be corrected over a reasonable period without signiﬁcant impairment of the value of the related mortgaged property,

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initiate corrective action in cooperation with the Mortgagor if cure is likely,

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inspect the related mortgaged property and

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take such other actions as it deems necessary and appropriate.

A signiﬁcant period of time may elapse before the special servicer is able to assess the success of any such corrective action or the need for additional initiatives. The time within which the special servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certiﬁcateholders of the related series may vary considerably depending on the particular mortgage loan, the mortgaged property, the mortgagor, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a mortgagor ﬁles a bankruptcy petition, the special servicer may not be permitted to accelerate the maturity of the mortgage loan or to foreclose on the related mortgaged property for a considerable period of time. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws.”

Mortgagors may, from time to time, request partial releases of the mortgaged properties, easements, consents to alteration or demolition and other similar matters. In general, the master servicer may approve such a request if it has determined, exercising its business judgment in accordance with the applicable servicing standard, that such approval will not adversely affect the security for, or the timely and full collectability of, the related mortgage loan. Any fee collected by the master servicer for processing such request will be retained by the master servicer as additional servicing compensation.

Primary Servicers and Sub-Servicers

A master servicer or special servicer may delegate its servicing obligations in respect of the mortgage loans serviced thereby to one or more third-party servicers; provided that, generally such master servicer or special servicer will remain obligated under the related Pooling Agreement. Generally each primary servicing agreement or sub-servicing agreement between a master servicer and a primary servicer or sub-servicer must provide for servicing of the applicable mortgage loans consistent with the related Pooling Agreement. The master servicer and special servicer in respect of any mortgage asset pool will each be required to monitor the performance of primary servicers or sub-servicers retained by it and will have the right to remove a primary servicer or sub-servicer retained by it upon speciﬁed termination events consistent with those of the master servicer or special servicer under the related Pooling Agreement. Generally, a master servicer or special servicer will be solely liable for all fees owed by it to any primary servicer or sub-servicer, irrespective of whether the master servicer’s or special servicer’s compensation pursuant to the related Pooling Agreement is sufﬁcient to pay such fees; however, if so provided in the related prospectus supplement such fees may be payable directly from the trust fund. Each primary servicer and sub-servicer will be reimbursed by the master servicer or special servicer, as the case may be, that retained it for certain expenditures which it makes, generally to the same extent such master servicer or special servicer would be reimbursed under a Pooling Agreement. See “—Certiﬁcate Account” and “—Servicing Compensation and Payment of Expenses.”

Certiﬁcate Account

General. The master servicer, the trustee and/or the special servicer will, as to each trust fund that includes mortgage loans, establish and maintain or cause to be established and maintained the corresponding Certiﬁcate Account, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certiﬁcates of the related series. A Certiﬁcate Account may be maintained as an interest-bearing or a non-interest-bearing account and the funds held therein may be invested pending each succeeding distribution date in United States government securities and other investment grade obligations that are acceptable to each rating agency that has rated any one or more classes of certiﬁcates of the related series (“Permitted Investments”). Such Permitted Investments include

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federal funds,

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uncertiﬁcated certiﬁcates of deposit,

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time deposits,

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bankers’ acceptances and repurchase agreements,

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certain United States dollar-denominated commercial paper,

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units of money market funds that maintain a constant net asset value and any other obligations or security acceptable to each rating agency.

Any interest or other income earned on funds in a Certiﬁcate Account will be paid to the related master servicer, Trustee or special servicer as additional compensation or to such other party speciﬁed in the prospectus supplement for the related trust. A Certiﬁcate Account may be maintained with the related master servicer, special servicer, trustee or mortgage asset seller or with a depository institution that is an afﬁliate of any of the foregoing or of the depositor, provided that it complies with applicable rating agency standards. If permitted by the applicable rating agency or agencies, a Certiﬁcate Account may contain funds relating to more than one series of mortgage pass-through certiﬁcates and may contain other funds representing payments on mortgage loans owned by the related master servicer or special servicer or serviced by either on behalf of others.

Deposits. Generally, the following payments and collections received or made by the master servicer, the trustee or the special servicer subsequent to the Cut-off Date (other than payments due on or before the Cut-off Date) are to be deposited in the Certiﬁcate Account (or such sub-account thereof or other account as may be speciﬁed in the related prospectus supplement) for each trust fund that includes mortgage loans, within a certain period following receipt (in the case of collections on or in respect of the mortgage loans) or otherwise as provided in the related Pooling Agreement:

(1) all payments on account of principal, including principal prepayments, on the mortgage loans;

(2) all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion thereof retained by the master servicer or the special servicer as its servicing compensation or as compensation to the trustee;

(3) all proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan or in connection with the full or partial condemnation of a mortgaged property (other than proceeds applied to the restoration of the property or released to the related borrower) (“Insurance Proceeds” and “Condemnation Proceeds,” respectively) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect thereof, by foreclosure or otherwise (such amounts, together with those amounts listed in clause (7) below, “Liquidation Proceeds”), together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise;

(4) any amounts paid under any instrument or drawn from any fund that constitutes Credit Support for the related series of certiﬁcates;

(5) any advances made with respect to delinquent scheduled payments of principal and interest on the mortgage loans;

(6) any amounts paid under any Cash Flow Agreement;

(7) all proceeds of the purchase of any mortgage loan, or property acquired in respect thereof, by the Depositor, any mortgage asset seller or any other speciﬁed person as described under “—Assignment of mortgage loans; Repurchases” and “—Representations and Warranties; Repurchases,” all proceeds of the purchase of any defaulted mortgage loan as described under “—Realization Upon Defaulted Mortgage Loans,” and all proceeds of any mortgage asset purchased as described under “Description of the Certiﬁcates—Termination; Retirement of Certiﬁcates”;

(8) to the extent that any such item does not constitute additional servicing compensation to the master servicer or the special servicer and is not otherwise retained by the depositor or another speciﬁed person, any

payments on account of modiﬁcation or assumption fees, late payment charges, prepayment premiums or Equity Participations with respect to the mortgage loans;

(9) all payments required to be deposited in the Certiﬁcate Account with respect to any deductible clause in any blanket insurance policy as described under “—Hazard Insurance Policies”;

(10) any amount required to be deposited by the master servicer, the special servicer or the trustee in connection with losses realized on investments for the beneﬁt of the master servicer, the special servicer or the trustee, as the case may be, of funds held in the Certiﬁcate Account; and

(11) any other amounts received on or in respect of the mortgage loans required to be deposited in the Certiﬁcate Account as provided in the related Pooling Agreement and described in the related prospectus supplement.

Withdrawals. A master servicer, trustee or special servicer generally may make withdrawals from the Certiﬁcate Account for each trust fund that includes mortgage loans for any of the following purposes:

(1) to make distributions to the certiﬁcateholders on each distribution date;

(2) to pay the master servicer or the special servicer any servicing fees not previously retained thereby, such payment to be made out of payments and other collections of interest on the particular mortgage loans as to which such fees were earned;

(3) to reimburse the master servicer, the special servicer or any other speciﬁed person for unreimbursed advances of delinquent scheduled payments of principal and interest made by it, and certain unreimbursed servicing expenses incurred by it, with respect to mortgage loans in the trust fund and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent late payments collected on the particular mortgage loans, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which such advances were made or such expenses were incurred or out of amounts drawn under any form of Credit Support with respect to such mortgage loans and properties, or if in the judgment of the master servicer, the special servicer or such other person, as applicable, such advances and/or expenses will not be recoverable from such amounts, such reimbursement to be made from amounts collected on other mortgage loans in the same trust fund or, if and to the extent so provided by the related Pooling Agreement and described in the related prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of subordinate certiﬁcates of the related series;

(4) if and to the extent described in the related prospectus supplement, to pay the master servicer, the special servicer or any other speciﬁed person interest accrued on the advances and servicing expenses described in clause (3) above incurred by it while such remain outstanding and unreimbursed;

(5) to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under “—Realization Upon Defaulted Mortgage Loans”;

(6) to reimburse the master servicer, the special servicer, the REMIC administrator, the depositor, the trustee, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under “—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor” and “—Certain Matters Regarding the Trustee”;

(7) if and to the extent described in the related prospectus supplement, to pay the fees of the trustee, the REMIC administrator and any provider of Credit Support;

(8) if and to the extent described in the related prospectus supplement, to reimburse prior draws on any form of Credit Support;

(9) to pay the master servicer, the special servicer or the trustee, as appropriate, interest and investment income earned in respect of amounts held in the Certiﬁcate Account as additional compensation;

(10) to pay any servicing expenses not otherwise required to be advanced by the master servicer, the special servicer or any other speciﬁed person;

(11) if one or more elections have been made to treat the trust fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to the extent described under “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxes that May Be Imposed on the REMIC Pool;”

(12) to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling Agreement for the beneﬁt of certiﬁcateholders;

(13) to make any other withdrawals permitted by the related Pooling Agreement and described in the related prospectus supplement; and

(14) to clear and terminate the Certiﬁcate Account upon the termination of the trust fund.

Modiﬁcations, Waivers and Amendments of Mortgage Loans

The master servicer and the special servicer may each agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the applicable servicing standard and the REMIC Provisions or grantor trust provisions, as applicable; provided that, unless otherwise set forth in the related prospectus supplement, the modiﬁcation, waiver or amendment

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will not affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan,

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will not, in the judgment of the master servicer or the special servicer, as the case may be, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due thereon, and

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will not adversely affect the coverage under any applicable instrument of Credit Support.

Except to the extent another standard is speciﬁed in the prospectus supplement, the special servicer also may agree to any other modiﬁcation, waiver or amendment if, in its judgment,

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a material default on the mortgage loan has occurred or a payment default is imminent,

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such modiﬁcation, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan, taking into account the time value of money, than would liquidation and

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such modiﬁcation, waiver or amendment will not adversely affect the coverage under any applicable instrument of Credit Support.

Realization upon Defaulted Mortgage Loans

If a default on a mortgage loan has occurred or, in the special servicer’s judgment, a payment default is imminent, the special servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related mortgaged property, by operation of law or otherwise. Generally, the special servicer may not, however, acquire title to any mortgaged property, have a receiver of rents appointed with respect to any mortgaged property or take any other action with respect to any mortgaged property that would cause the trustee, for the beneﬁt of the related series of certiﬁcateholders, or any other speciﬁed person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such mortgaged property within the meaning of certain federal environmental laws, unless the special servicer has previously received a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund) and either:

(i) such report indicates that (a) the mortgaged property is in compliance with applicable environmental laws and regulations and (b) there are no circumstances or conditions present at the mortgaged property that have resulted in any contamination for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or

(ii) the special servicer, based solely (as to environmental matters and related costs) on the information set forth in such report, determines that taking such actions as are necessary to bring the mortgaged property into compliance with applicable environmental laws and regulations and/or taking the actions contemplated by clause (i)(b) above, is reasonably likely to produce a greater recovery, taking into account the time value of money, than not taking such actions. See “Certain Legal Aspects of Mortgage Loans—Environmental Considerations.”

A Pooling Agreement may grant to the master servicer, the special servicer, a provider of Credit Support and/or the holder or holders of certain classes of the related series of certificates an option to purchase from the trust fund, at fair market value (which, if less than the Purchase Price, will be speciﬁed in the related prospectus supplement), any mortgage loan as to which a speciﬁed number of scheduled payments are delinquent or the balloon payment is delinquent, or if so speciﬁed in the related prospectus supplement, as to which certain other defaults exist. In addition, a mortgage loan that is in default may be subject to a purchase option on the part of another lender whose loan is secured by the related real estate collateral or by a security interest in the equity in the related borrower. Further, if so speciﬁed in the related prospectus supplement, a special servicer or other speciﬁed party for a trust fund may be obligated to sell a mortgage asset that is in default. Any such option granted to the holder of an offered certiﬁcate will be described in the related prospectus supplement. Any such option may be assignable to any person or entity. If so speciﬁed in the related prospectus supplement, additional or alternative procedures may be used to sell a defaulted mortgage loan.

If title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer, on behalf of the trust fund, will be required to sell the mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (i) the Internal Revenue Service (the “IRS”) grants an extension of time to sell such property or (ii) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund beyond such period will not result in the imposition of a tax on the trust fund or cause the trust fund (or any designated portion thereof) to fail to qualify as a REMIC under the Code at any time that any certiﬁcate is outstanding or (iii) another period is permitted pursuant to applicable law. Subject to the foregoing and any other tax-related limitations, the special servicer will generally be required to attempt to sell any mortgaged property so acquired on the same terms and conditions it would if it were the owner. Generally, if title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer will also be required to ensure that the mortgaged property is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, that the sale of such property does not result in the receipt by the trust fund of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B), and that the trust fund does not derive any “net income from foreclosure property” within the meaning of Code Section 860G(c)(2), with respect to such property; provided that the related prospectus supplement may specify circumstances in which these requirements may be waived. If the trust fund acquires title to any mortgaged property, the special servicer, on behalf of the trust fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage such mortgaged property as required under the related Pooling Agreement.

If Liquidation Proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the special servicer and/or the master servicer in connection with such mortgage loan, then, to the extent that such shortfall is not covered by any instrument or fund constituting Credit Support, the trust fund will realize a loss in the amount of such shortfall. The special servicer and/or the master servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any defaulted mortgage loan, prior to the distribution of such Liquidation Proceeds to certiﬁcateholders, any and all amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan. In addition, if and to the extent set forth in the related prospectus supplement, amounts otherwise distributable on the

certiﬁcates may be further reduced by interest payable to the master servicer and/or special servicer on such servicing expenses and advances.

If any mortgaged property suffers damage such that the proceeds, if any, of the related hazard insurance policy are insufﬁcient to restore fully the damaged property, neither the special servicer nor the master servicer will be required to expend its own funds to effect such restoration unless (and to the extent not otherwise provided in the related prospectus supplement) it determines

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that such restoration will increase the proceeds to certiﬁcateholders on liquidation of the mortgage loan after reimbursement of the special servicer or the master servicer, as the case may be, for its expenses and

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that such expenses will be recoverable by it from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or amounts drawn on any instrument or fund constituting Credit Support.

Hazard Insurance Policies

Except to the extent speciﬁed in the related prospectus supplement, each Pooling Agreement will require the master servicer (or the special servicer with respect to mortgage loans serviced thereby) to use reasonable efforts to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder thereof to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the master servicer’s (or special servicer’s) normal servicing procedures. Such coverage generally will be required to be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the related mortgaged property. The ability of a master servicer (or special servicer) to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by a master servicer (or special servicer) under any such policy (except for amounts to be applied to the restoration or repair of the mortgaged property or released to the borrower in accordance with the master servicer’s (or special servicer’s) normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related Certiﬁcate Account. The Pooling Agreement may provide that the master servicer (or special servicer) may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on the mortgage loans in a trust fund. If such blanket policy contains a deductible clause, the master servicer (or special servicer) will be required, in the event of a casualty covered by such blanket policy, to deposit in the related Certiﬁcate Account all additional sums that would have been deposited therein under an individual policy but were not because of such deductible clause.

In general, the standard form of ﬁre and extended coverage policy covers physical damage to or destruction of the improvements of the property by ﬁre, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions speciﬁed in each policy. Although the policies covering the mortgaged properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, terrorism, nuclear, biological or chemical materials, governmental actions, ﬂoods and other water-related causes, earth movement (including earthquakes, landslides and mudﬂows), wet or dry rot, vermin and domestic animals. Accordingly, a mortgaged property may not be insured for losses arising from any such cause unless the related mortgage speciﬁcally requires, or permits the holder thereof to require, such coverage.

The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a speciﬁed percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this speciﬁed percentage, such clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of

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the replacement cost of the improvements less physical depreciation and

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such proportion of the loss as the amount of insurance carried bears to the speciﬁed percentage of the full replacement cost of such improvements.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender’s consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. The master servicer (or special servicer) will generally determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the master servicer’s (or special servicer’s) normal servicing procedures, subject to any additional procedures that may be set forth in the related prospectus supplement, which may include obtaining the consent of one or more classes of subordinate certiﬁcates thereto. Generally, the master servicer or special servicer, as applicable, will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See “Certain Legal Aspects of mortgage loans—Due-on-Sale and Due-on-Encumbrance.”

Servicing Compensation and Payment of Expenses

A portion of the master servicer’s primary servicing compensation with respect to a series of certiﬁcates will come from the periodic payment to it of a speciﬁed portion of the interest payments on each mortgage loan in the related trust fund, including mortgage loans serviced by the related special servicer. A master servicer’s compensation may also come from investment income on certain accounts maintained by it on behalf of the trust fund or from certain fees paid by the borrowers. If and to the extent described in the related prospectus supplement, a special servicer’s primary compensation with respect to a series of certiﬁcates may consist of any or all of the following components:

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a speciﬁed portion of the interest payments on each mortgage loan serviced by it, or if so speciﬁed in the related prospectus supplement, on each mortgage loan in the related trust fund, whether or not serviced by it;

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an additional speciﬁed portion of the interest payments on each mortgage loan then currently serviced by it; and

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subject to any speciﬁed limitations, a ﬁxed percentage of some or all of the collections and proceeds received with respect to each mortgage loan which was at any time serviced by it, including mortgage loans for which servicing was returned to the master servicer.

Insofar as any portion of the master servicer’s or special servicer’s compensation consists of a speciﬁed portion of the interest payments on a mortgage loan, such compensation will generally be based on a percentage of the principal balance of such mortgage loan outstanding from time to time and, accordingly, will decrease with the amortization of the mortgage loan. As additional compensation, a master servicer or special servicer may be entitled to retain all or a portion of late payment charges, prepayment premiums, modiﬁcation fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the related Certiﬁcate Account. A more detailed description of each master servicer’s and special servicer’s compensation will be provided in the related prospectus supplement. Any sub-servicer will receive as its sub-servicing compensation a portion of the servicing compensation to be paid to the master servicer or special servicer that retained such sub-servicer. In addition to amounts payable to any sub-servicer, a master servicer or special servicer may be required, to the extent provided in the related prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants, payment of fees and disbursements of the trustee and any custodians appointed thereby and payment of expenses incurred in connection with distributions and reports to certiﬁcateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the related prospectus supplement, interest on such expenses at the rate speciﬁed therein, may be required to be borne by the trust fund.

Evidence as to Compliance

The related prospectus supplement will identify each party that will be required to deliver annually to the trustee, master servicer or us, as applicable, on or before the date speciﬁed in the applicable pooling and servicing agreement, an officer’s certiﬁcate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the pooling and servicing agreement has been made under the officer’s supervision, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulﬁlled all its obligations under the pooling and servicing agreement throughout the year, or, if there has been a failure to fulﬁll any obligation in any material respect, specifying the failure known to the officer and the nature and status of the failure.

In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and other assets comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an “Assessment of Compliance”) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (17 C.F.R. 229.1122) that contains the following:

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a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;

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a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

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the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month, setting forth any material instance of noncompliance identiﬁed by the party; and

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a statement that a registered public accounting ﬁrm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report (an “Attestation Report”) of a registered public accounting ﬁrm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.

Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor

Generally, the related Pooling Agreement will permit the master servicer, the special servicer and any REMIC administrator to resign from its obligations thereunder only upon

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the appointment of, and the acceptance of such appointment by, a successor thereto and receipt by the trustee of written conﬁrmation from each applicable rating agency that such resignation and appointment will not have an adverse effect on the rating assigned by such rating agency to any class of certiﬁcates of such series or

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a determination that such obligations are no longer permissible under applicable law or are in material conﬂict by reason of applicable law with any other activities carried on by it. No such resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling Agreement.

The master servicer and special servicer for each trust fund will be required to maintain a ﬁdelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the related Pooling Agreement.

Generally, the Pooling Agreements will further provide that none of the master servicer, the special servicer, the REMIC administrator, the depositor or any director, officer, employee or agent of any of them will be under any liability to the related trust fund or certiﬁcateholders for any action taken, or not taken, in good faith pursuant to the Pooling Agreement or for errors in judgment. However, that none of the master servicer, the special servicer, the REMIC administrator, the depositor or any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties thereunder or by reason of reckless disregard of such obligations and duties. Generally, the Pooling Agreements will further provide that the master servicer, the special servicer, the REMIC administrator, the depositor and any director, officer, employee or agent of any of them will be entitled to indemniﬁcation by the related trust fund against any loss, liability or expense incurred in connection with any legal action that relates to such Pooling Agreement or the related series of certiﬁcates.

However, such indemniﬁcation will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties under such Pooling Agreement, or by reason of reckless disregard of such obligations or duties. In addition, each Pooling Agreement will provide that none of the master servicer, the special servicer, the REMIC administrator or the depositor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the Pooling Agreement and that in its opinion may involve it in any expense or liability. However, each of the master servicer, the special servicer, the REMIC administrator and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling Agreement and the interests of the related series of certiﬁcateholders thereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the related series of certiﬁcateholders, and the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, will be entitled to charge the related Certiﬁcate Account therefor.

Any person into which the master servicer, the special servicer, the REMIC administrator or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the REMIC administrator or the depositor is a party, or any person succeeding to the business of the master servicer, the special servicer, the REMIC administrator or the depositor, will be the successor of the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, under the related Pooling Agreement.

Generally, the Pooling Agreements will provide that a REMIC administrator will be entitled to perform any of its duties under the related Pooling Agreement either directly or by or through agents or attorneys, and the REMIC administrator will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care.

Termination Events

“Termination Events” under the related Pooling Agreement generally will include, without limitation,

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any failure by the master servicer to distribute or cause to be distributed to the certiﬁcateholders of such series, or to remit to the trustee for distribution to such certiﬁcateholders, any amount required to be so distributed or remitted, which failure continues unremedied for ﬁve days (or such other period specified in the related prospectus supplement) after written notice thereof has been given to the master servicer by any other party to the related Pooling Agreement, or to the master servicer, with a copy to each other party to the related Pooling Agreement, by certiﬁcateholders entitled to not less than 25% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights for such series;

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any failure by the special servicer to remit to the master servicer or the trustee, as applicable, any amount required to be so remitted, which failure continues unremedied for ﬁve days (or such other period specified in the related prospectus supplement) after written notice thereof has been given to the special servicer by any other party to the related Pooling Agreement, or to the special servicer, with a copy to each other party to the related Pooling Agreement, by the certiﬁcateholders entitled to not less than 25% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights of such series;

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any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the related Pooling Agreement, which failure continues unremedied for sixty days (or such other period specified in the related prospectus supplement) after written notice thereof has been given to the master servicer or the special servicer, as the case may be, by any other party to the related Pooling Agreement, or to the master servicer or the special servicer, as the case may be, with a copy to each other party to the related Pooling Agreement, by certiﬁcateholders entitled to not less than 25% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights for such series;

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any failure by a REMIC administrator (if other than the trustee) duly to observe or perform in any material respect any of its covenants or obligations under the related Pooling Agreement, which failure continues unremedied for sixty days after written notice thereof has been given to the REMIC administrator by any other party to the related Pooling Agreement, or to the REMIC administrator, with a copy to each other party to the related Pooling Agreement, by certiﬁcateholders entitled to not less than 25% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights for such series; and

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certain events of insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings in respect of or relating to the master servicer, the special servicer or the REMIC administrator (if other than the trustee), and certain actions by or on behalf of the master servicer, the special servicer or the REMIC administrator (if other than the trustee) indicating its insolvency or inability to pay its obligations. Material variations to the foregoing Termination Event (other than to add thereto or shorten cure periods or eliminate notice requirements) will be speciﬁed in the related prospectus supplement. When a single entity acts as master servicer, special servicer and REMIC administrator, or in any two of the foregoing capacities, for any trust fund, a Termination Events in one capacity generally will constitute a Termination Event in each capacity; however, the related prospectus supplement may provide that a Termination Event will only constitute a Termination Event of such entity in the capacity in which the related event occurred.

Rights upon Termination Event

If a Termination Event occurs with respect to the master servicer, the special servicer or a REMIC administrator under a Pooling Agreement, then, in each and every such case, so long as the Termination Event remains unremedied, the depositor or the trustee will be authorized, and at the direction of certiﬁcateholders of the related series entitled to not less than 51% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights for such series, the trustee will be required, to terminate all of the rights and obligations of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling Agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling Agreement (except that if the defaulting party is required to make advances thereunder regarding delinquent mortgage loans, but the trustee is prohibited by law from obligating itself to make such advances, or if the related prospectus supplement so speciﬁes, the trustee will not be obligated to make such advances) and will be entitled to similar compensation arrangements. Generally, if the trustee is unwilling or unable so to act, it may (or, at the written request of certiﬁcateholders of the related series entitled to not less than 51% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights for such series, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity that is acceptable to each applicable Rating Agency to act as successor to the master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling Agreement (or meets such other standards as may be speciﬁed in the related prospectus supplement). Pending such appointment, the trustee will be obligated to act in such capacity. Generally the Pooling Agreements will require the terminated master servicer or special servicer to pay the costs of transferring the mortgage ﬁles and appointing a successor.

If the same entity is acting as both trustee and REMIC administrator, it may be removed in both such capacities as described under “—Resignation and Removal of the Trustee” below.

No certiﬁcateholder will have any right under a Pooling Agreement to institute any proceeding with respect to such Pooling Agreement unless such holder previously has given to the trustee written notice of the occurrence of a

Termination Event and the continuance thereof and unless the holders of certiﬁcates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting such class have made written request upon the trustee to institute such proceeding in its own name as trustee thereunder and have offered to the trustee reasonable indemnity and the trustee for sixty days after receipt of such request and indemnity has neglected or refused to institute any such proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the Pooling Agreement or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of certiﬁcates covered by such Pooling Agreement, unless such certiﬁcateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

Amendment

Generally, each pooling agreement may be amended by the parties thereto, without the consent of any of the holders of certiﬁcates covered by such pooling agreement,

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to cure any ambiguity,

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to correct or supplement any provision therein which may be inconsistent with any other provision therein or to correct any error,

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to change the timing and/or nature of deposits in the Certiﬁcate Account, provided that (A) such change would not adversely affect in any material respect the interests of any certiﬁcateholder, as evidenced by an opinion of counsel, and (B) such change would not adversely affect the then-current rating of any rated classes of certiﬁcates, as evidenced by a letter from each applicable rating agency,

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if a REMIC election has been made with respect to the related trust fund, to modify, eliminate or add to any of its provisions (A) to such extent as shall be necessary to maintain the qualiﬁcation of the trust fund (or any designated portion thereof) as a REMIC or to avoid or minimize the risk of imposition of any tax on the related trust fund, provided that the trustee has received an opinion of counsel to the effect that (1) such action is necessary or desirable to maintain such qualiﬁcation or to avoid or minimize such risk, and (2) such action will not adversely affect in any material respect the interests of any holder of certiﬁcates covered by the pooling agreement, or (B) to restrict the transfer of the Residual certiﬁcates, provided that the depositor has determined that the then-current ratings of the classes of the certiﬁcates that have been rated will not be adversely affected, as evidenced by a letter from each applicable rating agency, and that any such amendment will not give rise to any tax with respect to the transfer of the Residual certiﬁcates to a non-permitted transferee (See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Tax Related Restrictions on Transfer of Residual Certiﬁcates” herein),

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to make any other provisions with respect to matters or questions arising under such pooling agreement or any other change, provided that such action will not adversely affect in any material respect the interests of any certiﬁcateholder,

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to amend speciﬁed provisions that are not material to holders of any class of certiﬁcates offered hereunder,

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for such other purposes as may be speciﬁed in the related prospectus supplement.

The pooling agreement may also be amended by the parties thereto with the consent of the holders of certiﬁcates of each class affected thereby evidencing, in each case, not less than 662⁄3% (or such other percentage speciﬁed in the related prospectus supplement) of the aggregate Percentage Interests constituting such class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such pooling agreement or of modifying in any manner the rights of the holders of certiﬁcates covered by such pooling agreement, except that no such amendment may

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reduce in any manner the amount of, or delay the timing of, payments received on mortgage loans which are required to be distributed on a certiﬁcate of any class without the consent of the holder of such certiﬁcate or

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reduce the aforesaid percentage of certiﬁcates of any class the holders of which are required to consent to any such amendment without the consent of the holders of all certiﬁcates of such class covered by such pooling agreement then outstanding.

Notwithstanding the foregoing, if a REMIC election has been made with respect to the related trust fund, the trustee will not be required to consent to any amendment to a pooling agreement without having ﬁrst received an opinion of counsel to the effect that such amendment or the exercise of any power granted to the Master Servicer, the special servicer, the Depositor, the trustee or any other speciﬁed person in accordance with such amendment will not result in the imposition of a tax on the related trust fund or cause such trust fund (or any designated portion thereof) to fail to qualify as a REMIC.

List of Certiﬁcateholders

Unless otherwise speciﬁed in the related prospectus supplement, upon written request of three or more certiﬁcateholders of record made for purposes of communicating with other holders of certiﬁcates of the same series with respect to their rights under the related Pooling Agreement, the trustee or other speciﬁed person will afford such certiﬁcateholders access during normal business hours to the most recent list of certiﬁcateholders of that series held by such person. If such list is as of a date more than 90 days prior to the date of receipt of such certiﬁcateholders’ request, then such person, if not the registrar for such series of certiﬁcates, will be required to request from such registrar a current list and to afford such requesting certiﬁcateholders access thereto promptly upon receipt.

The Trustee

The trustee under each Pooling Agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee may have typical banking relationships with the depositor and its afﬁliates and with any master servicer, special servicer or REMIC administrator and its afﬁliates.

Duties of the Trustee

The trustee for each series of certiﬁcates will make no representation as to the validity or sufficiency of the related Pooling Agreement (other than as to its being a valid obligation of such trustee), such certiﬁcates or any underlying mortgage asset or related document and will not be accountable for the use or application by or on behalf of any master servicer or special servicer of any funds paid to the master servicer or special servicer in respect of the certiﬁcates or the underlying mortgage assets. If no Termination Event has occurred and is continuing, the trustee for each series of certiﬁcates will be required to perform only those duties speciﬁcally required under the related Pooling Agreement. However, upon receipt of any of the various certiﬁcates, reports or other instruments required to be furnished to it pursuant to the related Pooling Agreement, a trustee will be required to examine such documents and to determine whether they conform to the requirements of such agreement. As and to the extent described in the related prospectus supplement and as set forth in the related Pooling Agreement, certain duties of the trustee described in this prospectus will be performed by the related certificate administrator.

Certain Matters Regarding the Trustee

As and to the extent described in the related prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other speciﬁed person or may be required to be borne by the related trust fund.

Generally, the trustee for each series of certiﬁcates will be entitled to indemniﬁcation, from amounts held in the Certiﬁcate Account for such series, for any loss, liability or expense incurred by the trustee in connection with the trustee’s acceptance or administration of its trusts under the related Pooling Agreement; provided, however, that such indemniﬁcation will not extend to any loss liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence on the part of the trustee in the performance of its obligations and duties thereunder, or by reason of its reckless disregard of such obligations or duties.

Generally, the trustee for each series of certiﬁcates will be entitled to execute any of its trusts or powers under the related Pooling Agreement or perform any of this duties thereunder either directly or by or through agents or attorneys, and the trustee will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care.

Resignation and Removal of the Trustee

The trustee may resign at any time, in which event the depositor will be obligated to appoint a successor trustee. The depositor may also remove the trustee if the trustee ceases to be eligible to continue as such under the Pooling Agreement or if the trustee becomes insolvent. Upon becoming aware of such circumstances, the depositor will be obligated to appoint a successor trustee. The trustee may also be removed at any time by the holders of certiﬁcates of the applicable series evidencing not less than 51% (or such other percentage speciﬁed in the related prospectus supplement) of the Voting Rights for such series. Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Notwithstanding anything herein to the contrary, if any entity is acting as both trustee and REMIC administrator, then any resignation or removal of such entity as the trustee will also constitute the resignation or removal of such entity as REMIC administrator, and the successor trustee will serve as successor to the REMIC administrator as well.

Additional Parties to the Agreements

If so speciﬁed in the prospectus supplement for a series, there may be one or more additional parties to the related pooling and servicing agreement, including but not limited to (i) a paying agent, which will make payments and perform other speciﬁed duties with respect to the certiﬁcates, (ii) a certiﬁcate registrar, which will maintain the register of certiﬁcates and perform certain duties with respect to certiﬁcate transfer, (iii) an authenticating agent, which will countersign the certiﬁcates on behalf of the trustee and/or (iv) a ﬁscal agent, which will be required to make advances if the trustee fails to do so when required.

DESCRIPTION OF CREDIT SUPPORT

General

Credit Support may be provided with respect to one or more classes of the certiﬁcates of any series or with respect to the related mortgage assets. Credit Support may be in the form of

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the subordination of one or more classes of certiﬁcates,

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cross-support provisions,

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overcollateralization,

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a letter of credit,

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a loan insurance policy,

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a certiﬁcate insurance policy,

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a guarantee,

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a surety bond,

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a reserve fund,

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or any combination thereof (any such coverage with respect to the certiﬁcate of any series, “Credit Support”).

The Credit Support may not provide protection against all risks of loss and will not guarantee payment to certiﬁcateholders of all amounts to which they are entitled under the related Pooling Agreement. If losses or shortfalls occur that exceed the amount covered by the related Credit Support or that are of a type not covered by such Credit Support, certiﬁcateholders will bear their allocable share of deﬁciencies.

If Credit Support is provided with respect to one or more classes of certiﬁcates of a series, or with respect to the related mortgage assets, the related prospectus supplement will include a description of

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the nature and amount of coverage under such Credit Support,

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any conditions to payment thereunder not otherwise described herein,

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the conditions (if any) under which the amount of coverage under such Credit Support may be reduced and under which such Credit Support may be terminated or replaced and

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the material provisions relating to such Credit Support. Additionally, the related prospectus supplement will set forth certain information with respect to the obligor, if any, under any instrument of Credit Support. See “Risk Factors—Credit Support Limitations.”

Subordinate Certiﬁcates

If so speciﬁed in the related prospectus supplement, one or more classes of certiﬁcates of a series may be subordinate certiﬁcates. To the extent speciﬁed in the related prospectus supplement, the rights of the holders of subordinate certiﬁcates to receive distributions from the Certiﬁcate Account on any distribution date will be subordinated to the corresponding rights of the holders of senior certiﬁcates. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of certain types of losses or shortfalls. The related prospectus supplement will set forth information concerning the method and amount of subordination provided by a class or classes of subordinate certiﬁcates in a series and the circumstances under which such subordination will be available.

Cross-Support Provisions

If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certiﬁcates of the related series, Credit Support may be provided by cross-support provisions requiring that distributions be made on senior certiﬁcates evidencing interests in one group of mortgage assets prior to distributions on subordinate certiﬁcates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions.

Overcollateralization

If specified in the related prospectus supplement, the principal balance of loans in a trust fund at the cut-off date may exceed the initial principal balance of the certificates of the related series, thus providing an additional measure of protection against losses and delinquencies on the loans.

Alternatively, if specified in the related prospectus supplement, a series may provide that excess cash flow received on the mortgage loans (generally interest in excess of that required to make interest payments on the certificates) will not be released. Instead, the excess cash will be available to offset principal losses and delinquencies on any class of certificates of the related series. To the extent such excess cash is not used to offset such principal losses and delinquencies, after the principal balances of one or more senior classes of certificates have been paid in full, such excess cash will be paid to one or more classes of certificates as specified in the prospectus supplement.

Letter of Credit

bank or other ﬁnancial institution speciﬁed in such prospectus supplement (the “Letter of Credit Bank”). Under a letter of credit, the Letter of Credit Bank will be obligated to honor draws thereunder in an aggregate ﬁxed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage speciﬁed in the related prospectus supplement of the aggregate principal balance of some or all of the related mortgage assets on the related Cut-off Date or of the initial aggregate certiﬁcate balance of one or more classes of certiﬁcates. If so speciﬁed in the related prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments thereunder and may otherwise be reduced as described in the related prospectus supplement. The obligations of the Letter of Credit Bank under the letter of credit for each series of certiﬁcates will expire at the earlier of the date speciﬁed in the related prospectus supplement or the termination of the trust fund.

Insurance or Guarantees with Respect to Mortgage Loans

If so provided in the prospectus supplement for a series of certiﬁcates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. The related prospectus supplement will describe the nature of such default risks and the extent of such coverage.

Certiﬁcate Insurance and Surety Bonds

If so provided in the prospectus supplement for a series of certiﬁcates, deﬁciencies in amounts otherwise payable on such certiﬁcates or certain classes thereof will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certiﬁcates of the related series, timely distributions of interest or distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner speciﬁed in the related prospectus supplement. The related prospectus supplement will describe any limitations on the draws that may be made under any such instrument.

Reserve Funds

If so provided in the prospectus supplement for a series of certiﬁcates, deﬁciencies in amounts otherwise payable on such certiﬁcates or certain classes thereof will be covered (to the extent of available funds) by one or more reserve funds in which cash, a letter of credit, Permitted Investments, a demand note or a combination thereof will be deposited, in the amounts speciﬁed in such prospectus supplement. If so speciﬁed in the related prospectus supplement, the reserve fund for a series may also be funded over time by a speciﬁed amount of certain collections received on the related mortgage assets.

Amounts on deposit in any reserve fund for a series will be applied for the purposes, in the manner, and to the extent speciﬁed in the related prospectus supplement if so speciﬁed in the related prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained therein may be released from the reserve fund under the conditions and to the extent speciﬁed in the related prospectus supplement.

If so speciﬁed in the related prospectus supplement, amounts deposited in any reserve fund will be invested in Permitted Investments. Generally, any reinvestment income or other gain from such investments will be credited to the related reserve fund for such series, and any loss resulting from such investments will be charged to such reserve fund. However, such income may be payable to any related master servicer or another service provider as additional compensation for its services.

Credit Support with Respect to MBS

If so provided in the prospectus supplement for a series of certiﬁcates, any MBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of Credit Support described herein. The related prospectus supplement will specify, as to each such form of Credit Support, the information indicated above with respect thereto.

CASH FLOW AND DERIVATIVES AGREEMENTS

If so speciﬁed in the prospectus supplement for a series of certiﬁcates, the related trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such series will be invested at a speciﬁed rate. If so speciﬁed in the prospectus supplement for a series of certiﬁcates, the related trust fund may include interest rate exchange agreements or interest rate cap or ﬂoor agreements. These types of agreements may be used to limit the exposure of the trust fund or investors in the certiﬁcates to ﬂuctuations in interest rates and to situations where interest rates become higher or lower than speciﬁed thresholds, and may also be used to alter the payment characteristics of the cash ﬂows from a trust fund. Generally, an interest rate exchange agreement is a contract between two parties to pay and receive, with a set frequency, interest payments determined by applying the differential between two interest rates to an agreed-upon notional principal. Generally, an interest rate cap agreement is a contract pursuant to which one party agrees to reimburse another party for a ﬂoating rate interest payment obligation, to the extent that the rate payable at any time exceeds a speciﬁed cap. Generally, an interest rate ﬂoor agreement is a contract pursuant to which one party agrees to reimburse another party in the event that amounts owing to the latter party under a ﬂoating rate interest payment obligation are payable at a rate which is less than a speciﬁed ﬂoor. The speciﬁc provisions of these types of agreements will be described in the related prospectus supplement.

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable local law (which laws may differ substantially), the summaries do not purport to be complete, to reﬂect the laws of any particular jurisdiction, or to encompass the laws of all jurisdictions in which the security for the Mortgage Loans (or mortgage loans underlying any MBS) is situated. Accordingly, the summaries are qualiﬁed in their entirety by reference to the applicable laws of those jurisdictions. See “Description of the Trust Funds—Mortgage Loans.” If a signiﬁcant percentage of mortgage loans (or mortgage loans underlying MBS), by balance, are secured by properties in a particular jurisdiction, relevant local laws, to the extent they vary materially from this discussion, will be discussed in the prospectus supplement.

General

Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are herein collectively referred to as “mortgages.” A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording ofﬁce. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneﬁciary (the lender) for whose beneﬁt the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the beneﬁt of the borrower. At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the mortgage note. In no event is

the land trustee personally liable for the mortgage note obligation. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneﬁciary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived therefrom, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hotel and motel room rates are considered accounts receivable under the Uniform Commercial Code (“UCC”); in cases where hotels or motels constitute loan security, the revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must ﬁle ﬁnancing statements in order to perfect its security interest in the room revenues and must ﬁle continuation statements, generally every ﬁve years, to maintain perfection of such security interest. In certain cases, mortgage loans secured by hotels or motels may be included in a trust fund even if the security interest in the room revenues was not perfected or the requisite UCC ﬁlings were allowed to lapse. Even if the lender’s security interest in room revenues is perfected under applicable nonbankruptcy law, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to enforce its rights to collect the room revenues following a default. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room revenues, but those room revenues constitute “cash collateral” and therefore generally cannot be used by the bankruptcy debtor without a hearing or lender’s consent or unless the lender’s interest in the room revenues is given adequate protection (e.g., cash payment for otherwise encumbered funds or a replacement lien on unencumbered property, in either case in value equivalent to the amount of room revenues that the debtor proposes to use, or other similar relief). See “—Bankruptcy Laws.”

Personalty

In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a signiﬁcant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must ﬁle UCC ﬁnancing statements in order to perfect its security interest therein, and must ﬁle continuation statements, generally every ﬁve years, to maintain that perfection. In certain cases, mortgage loans secured in part by personal property may be included in a trust fund even if the security interest in such personal property was not perfected or the requisite UCC ﬁlings were allowed to lapse.

Foreclosure

General. Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure Procedures Vary From State to State. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete.

Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the speciﬁc terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary ﬁnancial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reﬂecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufﬁcient state action to trigger constitutional protections.

In addition, some states may have statutory protection such as the right of the borrower to reinstate mortgage loans after commencement of foreclosure proceedings but prior to a foreclosure sale.

Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial foreclosure proceedings, foreclosure of a deed of trust is generally accomplished by a nonjudicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a nonjudicial public sale to be conducted generally following a request from the beneﬁciary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a speciﬁed period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. Potential buyers may be reluctant to purchase property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the federal bankruptcy code, as amended from time to time (11 U.S.C. §§ 101-1532) (the “Bankruptcy Code”) and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent

“fair consideration,” which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result of Durrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deﬁciency judgment if such is available under state law and under the terms of the mortgage loan documents. (The mortgage loans, however, may be nonrecourse. See “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certiﬁcates—The Mortgage Loans May Be Nonrecourse Loans or Loans With Limited Recourse.”) Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the beneﬁts and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. Frequently, the lender employs a third-party management company to manage and operate the property. The costs of operating and maintaining a commercial or multifamily residential property may be signiﬁcant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels, restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to certain of the property types, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender also will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender’s investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.

Furthermore, an increasing number of states require that any environmental contamination at certain types of properties be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Considerations” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption.” The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption

right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deﬁciency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deﬁciency judgment against the borrower following foreclosure or sale under a deed of trust.

A deﬁciency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without ﬁrst exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed ﬁrst against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deﬁciency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deﬁciency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Considerations. Mortgage Loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most signiﬁcant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions.

In addition, where a lender has as its security both the fee and leasehold interest in the same property, the grant of a mortgage lien on its fee interest by the land owner/ground lessor to secure the debt of a borrower/ground lessee may be subject to challenge as a fraudulent conveyance. Among other things, a legal challenge to the granting of the liens may focus on the beneﬁts realized by the land owner/ground lessor from the loan. If a court concluded that the granting of the mortgage lien was an avoidable fraudulent conveyance, it might take actions detrimental to the holders of the offered certiﬁcates, including, under certain circumstances, invalidating the mortgage lien on the fee interest of the land owner/ground lessor.

Cooperative Shares. Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the proprietary leases appurtenant thereto, allocable to cooperative dwelling units that may be vacant or occupied by nonowner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the cooperative. Further, transfer of shares in a cooperative are subject to various regulations as well as to restrictions under the governing documents of the cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied ﬁrst to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however,

generally provides that the lender’s right to reimbursement is subject to the right of the cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to obtain payment of a loan, realize upon collateral and/or to enforce a deﬁciency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deﬁciency judgment proceedings) are automatically stayed upon the ﬁling of the bankruptcy petition and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by such automatic stay can be signiﬁcant. For example, the filing of a petition in bankruptcy by or on behalf of a junior mortgage lien holder may stay the senior lender from taking action to foreclose out such junior lien. At a minimum, the senior lender would suffer delay due to its need to seek bankruptcy court approval before taking any foreclosure or other action that could be deemed in violation of the automatic stay of section 362(a) of the Bankruptcy Code.

Under sections 363(b) and (f) of the Bankruptcy Code, a bankruptcy trustee, or a borrower as debtor-in-possession, may under certain circumstances, despite the provisions of the related mortgage or other security agreement to the contrary, sell the related mortgaged property or other collateral free and clear of all liens, claims, encumbrances and interests, which liens would then attach to the proceeds of such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount and terms of a mortgage or other security agreement secured by property of a debtor may be modified under certain circumstances. Pursuant to a confirmed plan of reorganization, lien avoidance or claim objection proceeding, the secured claim arising from a loan secured by real property or other collateral may be reduced to the then current value of the property (with a corresponding partial reduction of the amount of lender’s security interest), thus leaving the lender a secured creditor to the extent of the then current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each monthly payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to decelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment of the full amount due under the original loan. Thus, the full amount due under the original loan may never be repaid. Other types of significant modifications to the terms of mortgage loan may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage, or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

Federal bankruptcy law may also interfere with or otherwise adversely affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases (which “rents” may include revenues from hotels and other lodging facilities specified in the Bankruptcy Code) related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Under section 362 of the Bankruptcy Code, a mortgagee may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. Rents (including applicable hotel and other lodging revenues) and leases may also escape such an assignment, among other things, (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the

lender is adequately protected, or (v) to the extent the court determines based on the equities of the case that the post-petition rents are not subject to the lender’s pre-petition securities interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income.

The Bankruptcy Code has been amended to mitigate this problem with respect to fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels or other lodging facilities. A lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case.” The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents. Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is ﬁled will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order ﬁnding that the lender’s interest in the mortgaged hotel, motel or other lodging property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may ﬁnd that the lender has no security interest in either pre-petition or post-petition revenues if the court ﬁnds that the loan documents do not contain language covering accounts, room rents, or other forms of personality necessary for a security interest to attach to such revenues.

Section 365(e) of the Bankruptcy Code provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modiﬁed at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so called “ipso facto” clauses could limit the ability of the Trustee to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay an Trustee’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. Thus, the ﬁling of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the ﬁling of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization" for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole. In addition, the Bankruptcy Code generally provides that a trustee in bankruptcy or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. These remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant (if the lease was assigned), and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease as of the date immediately preceding the filing date of the bankruptcy petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would

have only an unsecured claim against the debtor, as lessee, for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to section 502(b)(6) of the Bankruptcy Code, such lease rejection damages claim is limited to the “(a) rent reserved by the lease, without acceleration, for the greater of one year, or 15 percent, not to exceed three years, of the remaining term of such lease, following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the real property, (b) plus any unpaid rent due under such lease, without acceleration, on the earlier of such dates.”

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

Similarly, bankruptcy risk is associated with an insolvency proceeding under the Bankruptcy Code of either a Borrower ground lessee or a ground lessor. In general, upon the bankruptcy of a lessor or a lessee under a lease of nonresidential real property, including a ground lease, that has not been terminated prior to the bankruptcy filing date, the debtor entity has the statutory right to assume or reject the lease. Given that section 365(e) of the Bankruptcy Code generally invalidates clauses that terminate contracts automatically upon the filing by one of the parties of a bankruptcy petition or that are conditioned on a party’s insolvency, following the filing of a bankruptcy petition, a debtor would ordinarily be required to perform its obligations under such lease until the debtor decides whether to assume or reject the lease. The Bankruptcy Code provides certain additional protections with respect to non-residential real property leases, such as establishing a specific timeframe in which a debtor must determine whether to assume or reject the lease. The bankruptcy court may extend the time to perform for up to 60 days for cause shown. Even if the agreements were terminated prior to bankruptcy, a bankruptcy court may determine that the agreement was improperly terminated and therefore remains part of the debtor’s bankruptcy estate. The debtor also can seek bankruptcy court approval to assume and assign the lease to a third party, and to modify the lease in connection with such assignment. In order to assume the lease, the debtor or assignee generally will have to cure outstanding defaults and provide “adequate assurance of future performance” in addition to satisfying other requirements imposed under the Bankruptcy Code. Under the Bankruptcy Code, subject to certain exceptions set forth therein, once a lease is rejected by a debtor lessee, it is deemed breached, and the non-debtor lessor will have a claim for lease rejection damages calculated under section 502(b)(6) of the Bankruptcy Code, as described above.

If the ground lessor files for bankruptcy, it may determine until the confirmation of its plan of reorganization whether to reject the ground lease. On request of any party to the lease, the bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject the lease or to comply with the terms of the lease pending its decision to assume or reject. In the event of rejection, pursuant to section 365(h) of the Bankruptcy Code, the non-debtor lessee will have the right to treat the lease as terminated by virtue of its terms, applicable nonbankruptcy law, or any agreement made by the lessee. The non-debtor lessee may also, if the lease term has begun, retain its rights under the lease, including its rights to remain in possession of the leased premises under the rent reserved in the lease for the balance of the term of the lease (including renewals). Under section 365(h)(1)(D), the term “lessee” includes any “successor, assign or mortgagee permitted under the terms of such lease”. If, pre-petition, the ground lessor had specifically granted the leasehold mortgagee such right, the leasehold mortgagee may have the right to succeed to the lessee/borrower’s position under the lease.

In the event of concurrent bankruptcy proceedings involving the ground lessor and the lessee/borrower, actions by creditors against the borrower/lessee debtor would be subject to the automatic stay, and the Trustee may be unable to enforce both the bankrupt lessee’s/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated and any agreement by the ground lessor to grant the lender a new lease upon such termination. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained in that lease or in the mortgage. A mortgagee could lose its security unless the mortgagee holds a fee mortgage or the bankruptcy court, as a court of equity, allows the mortgagee to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the

1994 amendments to the Bankruptcy Code, such a result would be consistent with the purpose of such amendments to the Bankruptcy Code granting leasehold mortgagees the right to succeed to the position of a leasehold mortgagor (the 1994 amendments added section 365(h)(1)(D) to the Code). Although consistent with the Bankruptcy Code, such position may not be adopted by the bankruptcy court.

Further, in an appellate decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir, 2003)), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of leased property occurs under section 363(f) of the Bankruptcy Code upon the bankruptcy of a landlord, that sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to section 363(e) of the Bankruptcy Code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that, at least where a memorandum of lease had not been recorded, this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to section 363(f) of the Bankruptcy Code, the lessee would be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that a leasehold mortgagor and/or a leasehold mortgagee (to the extent it has standing to intervene) would be able to recover the full value of the leasehold interest in bankruptcy court.

Because of the possible termination of the related ground lease, whether arising from a bankruptcy, the expiration of a lease term or an uncured defect under the related ground lease, lending on a leasehold interest in a real property is riskier than lending on the fee interest in the property.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts speciﬁc to a particular transaction.

In addition, in a bankruptcy or similar proceeding involving any borrower or an affiliate, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person transferred such property with the intent to hinder, delay or defraud its creditors or the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case of General Growth Properties filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level special purpose entities and secured by second liens on

their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, there can be no assurance that, in the event of a bankruptcy of the sponsor of the borrower, the sponsor of the borrower would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Certain of the Borrowers May Be Partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a speciﬁed time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described herein with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the notes in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect the Trustee’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a special purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are special purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a special purpose member or a springing member. All borrower that are tenants-in-common may be required by the loan documents to be special purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Considerations

General. A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity. Such environmental risks include the possible diminution of the value of a contaminated property or, as

discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs.

Superlien Laws. Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien.”

CERCLA. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. A secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender have participated in the management or operation of such mortgaged property. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. Excluded from CERCLA’s deﬁnition of “owner” or “operator, “ however, is a person “who, without participating in the management of the facility, holds indicia of ownership primarily to protect his security interest.” This is the so called “secured creditor exemption.”

The Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “Act”) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The Act offers protection to lenders by deﬁning the activities in which a lender can engage and still have the beneﬁt of the secured creditor exemption. In order for a lender to be deemed to have participated in the management of a mortgaged property, the lender must actually participate in the operational affairs of the property of the borrower. The Act provides that “merely having the capacity to inﬂuence, or unexercised right to control” operations does not constitute participation in management. A lender will lose the protection of the secured creditor exemption if it exercises decision-making control over the borrower’s environmental compliance and hazardous substance handling or disposal practices, or assumes day-to-day management of environmental or substantially all other operational functions of the mortgaged property. The Act also provides that a lender will continue to have the beneﬁt of the secured creditor exemption even if it forecloses on a mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms.

Certain Other Federal and State Laws. Many states have statutes similar to CERCLA, and not all those statutes provide for a secured creditor exemption. In addition, under federal law, there is potential liability relating to hazardous wastes and underground storage tanks under the federal Resource Conservation and Recovery Act.

Some federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials. These laws, as well as common law standards, may impose liability for releases of or exposure to asbestos-containing materials, and provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with those releases.

Federal legislation requires owners of residential housing constructed prior to 1978 to disclose to potential residents or purchasers any known lead-based paint hazards and will impose treble damages for any failure to disclose. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning. If lead-based paint hazards exist at a property, then the owner of that property may be held liable for injuries and for the costs of removal or encapsulation of the lead-based paint.

In a few states, transfers of some types of properties are conditioned upon cleanup of contamination prior to transfer. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to clean up the contamination before selling or otherwise transferring the property.

Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a property. While it may be more difficult to hold a lender liable under common law

causes of action, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations or may decrease the re-sale value of the collateral.

Federal, state and local environmental laws and regulatory requirements change often. It is possible that compliance with a new requirement could impose signiﬁcant compliance costs on a borrower. Such costs may jeopardize the borrower’s ability to meet its loan obligations or decrease the re-sale value of the collateral.

Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against the owner or operator who created the environmental hazard, but that individual or entity may be without substantial assets. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certiﬁcateholders.

To reduce the likelihood of such a loss, except to the extent otherwise speciﬁed in the related prospectus supplement, the Pooling Agreement will provide that neither the master servicer nor the special servicer, acting on behalf of the trustee, may acquire title to a mortgaged property or take over its operation unless the special servicer, based solely (as to environmental matters) on a report prepared by a person who regularly conducts environmental audits, has made the determination that it is appropriate to do so, as described under “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans.”

If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure.

Environmental Site Assessments. In most cases, an environmental site assessment of each mortgaged property will have been performed in connection with the origination of the related mortgage loan or at some time prior to the issuance of the related certiﬁcates. Environmental site assessments, however, vary considerably in their content, quality and cost. Even when adhering to good professional practices, environmental consultants will sometimes not detect signiﬁcant environmental problems because to do an exhaustive environmental assessment would be far too costly and time-consuming to be practical.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related Mortgaged Property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses in many states. However, the Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms, subject to certain limitations as set forth in the Garn Act and the regulations promulgated thereunder. Accordingly, a master servicer may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, without regard to the master servicer’s ability to demonstrate that a sale threatens its legitimate security interest.

Junior Liens; Rights of Holders of Senior Liens

Subordinate Financing

The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate ﬁnancing permits recourse to the borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a speciﬁed period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be speciﬁc limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations shall not apply to certain types of residential (including multifamily) ﬁrst mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

No mortgage loan originated in any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted, will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms thereof are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that such choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a speciﬁed penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Certain Laws and Regulations

The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses

for a particular mortgaged property (i.e., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan.

The lender may be subject to additional risk depending upon the type and use of the mortgaged property in question. See “Risk Factors—Commercial and Multifamily Mortgage Loans are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certiﬁcates.”

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the ﬁnancial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible ﬁnancial burden on the borrower in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the ﬁnancial condition of the owner or landlord, a foreclosing lender who is ﬁnancially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act (formerly the Soldiers’ and Sailors’ Civil Relief Act of 1940), as amended (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notiﬁcation by such borrower, will not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of a master servicer or special servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certiﬁcates, and would not be covered by advances or any form of Credit Support provided in connection with such certiﬁcates. In addition, the Relief Act imposes limitations that would impair the ability of the master servicer or special servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three month period thereafter.

Forfeitures in Drug and RICO Proceedings

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Inﬂuenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (1) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets

used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (2) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certiﬁcates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, some of which may be subject to special rules. Further, the authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. No rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the federal income tax consequences discussed below. Accordingly, the IRS may take contrary positions. This discussion reﬂects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of Treasury (the “Treasury”). Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certiﬁcates.

For purposes of this discussion:

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references to the mortgage loans include references to the mortgage loans underlying any MBS included in the mortgage assets; and

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where the applicable prospectus supplement provides for a ﬁxed retained yield with respect to the mortgage loans underlying a series of certiﬁcates, references to the mortgage loans will be deemed to refer to that portion of the mortgage loans held by the trust fund which does not include the portion, if any, of the payments on the mortgage loan that is retained by the related mortgage asset seller. References to a “holder” or “certiﬁcateholder” in this discussion generally mean the beneﬁcial owner of a certiﬁcate.

FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

General

With respect to a particular series of certiﬁcates, one or more elections may be made to treat the trust fund or one or more segregated pools of assets therein as one or more real estate mortgage investment conduits (each, a “REMIC”) within the meaning of Code Section 860D. A trust fund or a portion thereof as to which a REMIC election will be made will be referred to as a “REMIC Pool.” For purposes of this discussion, certiﬁcates of a series as to which one or more REMIC elections are made are referred to as “REMIC Certiﬁcates” and will consist of one or more classes of “Regular Certiﬁcates” and one class of “Residual Certiﬁcates” in the case of each REMIC Pool. Qualiﬁcation as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certiﬁcates, Cadwalader, Wickersham & Taft LLP, counsel to the depositor, has advised the depositor that in the ﬁrm’s opinion, assuming:

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the making of proper elections;

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compliance with the Pooling Agreement and other related documents and no amendments thereof;

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the accuracy of all representations made with respect to the mortgage loans; and

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compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, each REMIC Pool will qualify as a REMIC.

In such case, the Regular Certiﬁcates will be considered to be “regular interests” in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certiﬁcates will be considered to be “residual interests” in the REMIC Pool. The prospectus supplement

for each series of certiﬁcates will indicate whether one or more REMIC elections with respect to the related trust fund will be made, in which event references to “REMIC” or “REMIC Pool” below shall be deemed to refer to each such REMIC Pool. If so speciﬁed in the applicable prospectus supplement, the portion of a trust fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See “—Federal Income Tax Consequences for Certiﬁcates as to Which No REMIC Election Is Made.”

Status of REMIC Certiﬁcates

REMIC Certiﬁcates held by a domestic building and loan association will constitute a “regular or residual interest in a REMIC within the meaning of Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the assets of the REMIC Pool would be treated as “loans . . . secured by an interest in real property which is . . . residential real property” (such as single family or multifamily properties, but not commercial properties) within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C), and otherwise will not qualify for such treatment. REMIC Certiﬁcates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest, including original issue discount, on the Regular Certiﬁcates and income with respect to Residual Certiﬁcates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) if received by a real estate investment trust in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certiﬁcates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certiﬁcates qualify for such treatment. Where two or more REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Mortgage loans that have been defeased with U.S. Treasury obligations or other government securities will not qualify for the foregoing treatments. Except as provided in the related prospectus supplement, Regular Certiﬁcates will be “qualiﬁed mortgages” for another REMIC for purposes of Code Section 860G(a)(3). REMIC Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Qualiﬁcation as a REMIC

In order for the REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulﬁll an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the “Startup Day” (which for purposes of this discussion is the date of issuance of the REMIC Certiﬁcates) and at all times thereafter, may consist of assets other than “qualiﬁed mortgages” and “permitted investments.” The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement is met if at all times the aggregate adjusted basis of the nonqualiﬁed assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualiﬁed assets. A REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualiﬁed organizations” and must furnish applicable tax information to transferors or agents that violate this requirement. The Pooling Agreement for each Series will contain a provision designed to meet this requirement. See “Taxation of Residual Certiﬁcates—Tax-Related Restrictions on Transfer of Residual Certiﬁcates—Disqualiﬁed Organizations.”

A qualiﬁed mortgage is any obligation that is principally secured by an interest in real property and that (i) is transferred to the REMIC Pool on the Startup Day in exchange for regular or residual interests, (ii) is purchased by the REMIC Pool within a three-month period thereafter, or (iii) represents an increase in the loan advanced to the obligor under its original terms, in either of the last two cases pursuant to a ﬁxed price contract in effect on the Startup Day. Qualiﬁed mortgages include (i) whole mortgage loans, such as the mortgage loans, (ii) certiﬁcates of beneﬁcial interest in a grantor trust that holds mortgage loans, including certain of the MBS, (iii) regular interests in another REMIC, such as MBS in a trust as to which a REMIC election has been made, (iv) loans secured by timeshare interests and (v) loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, in general:

●

the fair market value of the real property security (including buildings and structural components thereof) is at least 80% of the principal balance of the related mortgage loan or mortgage loan underlying the MBS either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security); or

●

substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been substantially modiﬁed other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in the ﬁrst bullet point of the preceding sentence as of the date of the last such modiﬁcation or at closing. A qualiﬁed mortgage includes a qualiﬁed replacement mortgage, which is any obligation that would have been treated as a qualiﬁed mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either:

●

in exchange for any qualiﬁed mortgage within a three-month period thereafter; or

●

in exchange for a “defective obligation” within a two-year period thereafter.

A “defective obligation” includes:

●

a mortgage in default or as to which default is reasonably foreseeable;

●

a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached;

●

a mortgage that was fraudulently procured by the mortgagor; and

●

a mortgage that was not in fact principally secured by real property (but only if such mortgage is disposed of within 90 days of discovery).

A mortgage loan that is “defective” as described in the fourth bullet point in the immediately preceding sentence that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualiﬁed mortgage after such 90-day period.

Permitted investments include cash ﬂow investments, qualiﬁed reserve assets, and foreclosure property. A cash ﬂow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualiﬁed mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualiﬁed reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualiﬁed mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC Pool’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualiﬁed mortgages pursuant to their terms. The reserve fund will be disqualiﬁed if more than 30% of the gross income from the assets in such fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualiﬁed mortgages. A reserve fund must be reduced “promptly and appropriately” to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualiﬁed mortgage; provided the depositor had no knowledge that the mortgage loan would go into default at the time it was transferred to the REMIC Pool. Foreclosure property generally must be disposed of prior to the close of the third calendar year following the acquisition of the property by the REMIC Pool, with an extension that may be granted by the IRS.

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following:

●

one or more classes of regular interests; or

●

a single class of residual interests on which distributions, if any, are made pro rata.

A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with ﬁxed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a speciﬁed principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a ﬁxed rate or a qualiﬁed variable rate, or consist of a speciﬁed, nonvarying portion of the interest payments on qualiﬁed mortgages. Such a speciﬁed portion may consist of a ﬁxed number of basis points, a ﬁxed percentage of the total interest, or a ﬁxed or qualiﬁed variable or inverse variable rate on some or all of the qualiﬁed mortgages minus a different ﬁxed or qualiﬁed variable rate. The speciﬁed principal amount of a regular interest that provides for interest payments consisting of a speciﬁed, nonvarying portion of interest payments on qualiﬁed mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualiﬁed mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certiﬁcates of a series will constitute one or more classes of regular interests, and the Residual Certiﬁcates for each REMIC Pool of that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certiﬁcates may be treated as equity interests therein. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualiﬁcation of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisﬁed.

Taxation of Regular Certiﬁcates

General

A regular interest will be treated as a newly originated debt instrument for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Certiﬁcate will be treated as ordinary income to a holder of the Regular Certiﬁcate (the “Regular Certiﬁcateholder”) as they accrue, and principal payments on a Regular Certiﬁcate will be treated as a return of capital to the extent of the Regular Certiﬁcateholder’s basis in the Regular Certiﬁcate allocable thereto (other than accrued market discount not yet reported as ordinary income). Regular Certiﬁcateholders must use the accrual method of accounting with regard to Regular Certiﬁcates, regardless of the method of accounting otherwise used by such Regular Certiﬁcateholders.

Original Issue Discount

Accrual Certiﬁcates, interest only certiﬁcates and principal-only certiﬁcates will be, and other Classes of Regular Certiﬁcates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certiﬁcates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield method that takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Certiﬁcateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certiﬁcates. To the extent such issues are not addressed in such regulations, the depositor intends to apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the IRS will not take a different position as to those matters not currently addressed

by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion herein and the appropriate method for reporting interest and original issue discount with respect to the Regular Certiﬁcates.

Each Regular Certiﬁcate will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certiﬁcateholder’s income. The total amount of original issue discount on a Regular Certiﬁcate is the excess of the “stated redemption price at maturity” of the Regular Certiﬁcate over its “issue price.” The issue price of a class of Regular Certiﬁcates offered pursuant to this Prospectus generally is the ﬁrst price at which a substantial amount of Regular Certiﬁcates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the depositor intends to treat the issue price of a class as to which there is no substantial sale as of the issue date or that is retained by the depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certiﬁcate also includes the amount paid by an initial Regular Certiﬁcateholder for accrued interest that relates to a period prior to the issue date of the Regular Certiﬁcate, unless the Regular Certiﬁcateholder elects on its federal income tax return to exclude such amount from the issue price and to recover it on the ﬁrst distribution date. The stated redemption price at maturity of a Regular Certiﬁcate always includes the original principal amount of the Regular Certiﬁcate, but generally will not include distributions of stated interest if such interest distributions constitute “qualiﬁed stated interest.” Under the OID Regulations, qualiﬁed stated interest generally means interest payable at a single ﬁxed rate or a qualiﬁed variable rate (as described below), provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the Regular Certiﬁcate. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certiﬁcate, it is possible that no interest on any class of Regular Certiﬁcates will be treated as qualiﬁed stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, the depositor intends to treat interest with respect to the Regular Certiﬁcates as qualiﬁed stated interest. Distributions of interest on an Accrual Certiﬁcate, or on other Regular Certiﬁcates with respect to which deferred interest will accrue, will not constitute qualiﬁed stated interest, in which case the stated redemption price at maturity of such Regular Certiﬁcates includes all distributions of interest as well as principal thereon. Likewise, the depositor intends to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount (a so-called “super-premium” class) as having no qualiﬁed stated interest. Where the interval between the issue date and the ﬁrst distribution date on a Regular Certiﬁcate is shorter than the interval between subsequent distribution dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certiﬁcate will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certiﬁcate multiplied by the weighted average maturity of the Regular Certiﬁcate. For this purpose, the weighted average maturity of the Regular Certiﬁcate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certiﬁcate and the denominator of which is the stated redemption price at maturity of the Regular Certiﬁcate. The Conference Committee Report to the 1986 Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certiﬁcates. The Prepayment Assumption with respect to a series of Regular Certiﬁcates will be set forth in the related prospectus supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Regular Certiﬁcate is held as a capital asset. However, under the OID Regulations, Regular Certiﬁcateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “Election to Treat All Interest Under the Constant Yield Method.”

A Regular Certiﬁcateholder generally must include in gross income for any taxable year the sum of the “daily portions,” as deﬁned below, of the original issue discount on the Regular Certiﬁcate accrued during an accrual period for each day on which it holds the Regular Certiﬁcate, including the date of purchase but excluding the date

of disposition. The depositor will treat the monthly period ending on the day before each distribution date as the accrual period. With respect to each Regular Certiﬁcate, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related distribution date on the Regular Certiﬁcate. The Conference Committee Report to the 1986 Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. The original issue discount accruing in a full accrual period would be the excess, if any, of:

●

the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certiﬁcate as of the end of that accrual period that are included in the Regular Certiﬁcate’s stated redemption price at maturity and (b) the distributions made on the Regular Certiﬁcate during the accrual period that are included in the Regular Certiﬁcate’s stated redemption price at maturity; over

●

the adjusted issue price of the Regular Certiﬁcate at the beginning of the accrual period.

The present value of the remaining distributions referred to in the preceding sentence is calculated based on:

●

the yield to maturity of the Regular Certiﬁcate at the issue date;

●

events (including actual prepayments) that have occurred prior to the end of the accrual period; and

●

the Prepayment Assumption.

For these purposes, the adjusted issue price of a Regular Certiﬁcate at the beginning of any accrual period equals the issue price of the Regular Certiﬁcate, increased by the aggregate amount of original issue discount with respect to the Regular Certiﬁcate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certiﬁcate’s stated redemption price at maturity that were made on the Regular Certiﬁcate in such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certiﬁcateholder generally will increase to take into account prepayments on the Regular Certiﬁcates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. An increase in prepayments on the mortgage loans with respect to a series of Regular Certiﬁcates can result in both a change in the priority of principal payments with respect to certain classes of Regular Certiﬁcates and either an increase or decrease in the daily portions of original issue discount with respect to such Regular Certiﬁcates.

The IRS proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on Regular Certiﬁcates providing for a delay between record and payment dates, such that the period over which original issue discount accrues coincides with the period over which the right of Regular Certiﬁcateholders to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, Regular Certiﬁcateholders would be required to accrue interest from the issue date to the ﬁrst record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to Regular Certiﬁcates with delayed payment for periods of fewer than 32 days. The proposed regulations are proposed to apply to any Regular Certiﬁcate issued after the date the ﬁnal regulations are published in the Federal Register.

Acquisition Premium

A purchaser of a Regular Certiﬁcate at a price greater than its adjusted issue price but less than its stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certiﬁcate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a subsequent purchaser may elect to

treat all such acquisition premium under the constant yield method, as described below under the heading “Election to Treat All Interest Under the Constant Yield Method.”

Variable Rate Regular Certiﬁcates

Regular Certiﬁcates may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally:

●

the issue price does not exceed the original principal balance by more than a specified amount; and

●

the interest compounds or is payable at least annually at current values of

(a) one or more “qualified floating rates,”

(b) a single fixed rate and one or more qualified floating rates,

(d) a single fixed rate and a single objective rate that is a “qualified inverse floating rate.”

A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where the rate is subject to a fixed multiple that is greater than 0.65, but not more than 1.35. The rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly. An objective rate (other than a qualified floating rate) is a rate that is determined using a single fixed formula and that is based on objective financial or economic information, provided that the information is not (1) within the control of the depositor or a related party or (2) unique to the circumstances of the depositor or a related party. A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified floating rate may nevertheless be an objective rate. A class of Regular Certificates may be issued under this prospectus that does not have a variable rate under the OID Regulations, for example, a class that bears different rates at different times during the period it is outstanding so that it is considered significantly “front-loaded” or “back-loaded” within the meaning of the OID Regulations. It is possible that a class of this type may be considered to bear “contingent interest” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to Regular Certificates. However, if final regulations dealing with contingent interest with respect to Regular Certificates apply the same principles as the current regulations, those regulations may lead to different timing of income inclusion than would be the case under the variable interest regulations. Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest Regular Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate treatment of any Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that qualifies as a variable rate under the OID Regulations that is tied to current values of a variable rate (or the highest, lowest or average of two or more variable rates), including a rate based on the average cost of funds of one or more financial institutions, or a positive or negative multiple of a rate (plus or minus a specified number of basis points), or that represents a weighted average of rates on some or all of the mortgage loans, including a rate that is subject to one or more caps or floors, or (2) bearing one or more of these variable rates for one or more periods or one or more fixed rates for one or more periods, and a different variable rate or fixed rate for other periods qualifies as a regular interest in a REMIC.

Unless otherwise indicated in the applicable prospectus supplement, the depositor intends to treat Regular Certiﬁcates that provide for variable rates in the same manner as obligations bearing a variable rate for original issue discount reporting purposes. The amount of original issue discount with respect to a Regular Certiﬁcate bearing a variable rate of interest will accrue in the manner described above under “Original Issue Discount” with the yield to maturity and future payments on such Regular Certiﬁcate generally to be determined by assuming that interest will be payable for the life of the Regular Certiﬁcate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. Unless otherwise speciﬁed in the applicable prospectus

supplement, the depositor intends to treat such variable interest as qualiﬁed stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualiﬁed stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, unless required otherwise by applicable ﬁnal regulations, the depositor intends to treat Regular Certiﬁcates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans or MBS having ﬁxed or adjustable rates, as having qualiﬁed stated interest, except to the extent that initial “teaser” rates cause sufficiently “back-loaded” interest to create more than de minimis original issue discount. The yield on such Regular Certiﬁcates for purposes of accruing original issue discount will be a hypothetical ﬁxed rate based on the ﬁxed rates, in the case of ﬁxed rate mortgage loans, and initial “teaser rates” followed by fully indexed rates, in the case of adjustable rate mortgage loans. In the case of adjustable rate mortgage loans, the applicable index used to compute interest on the mortgage loans will be the index in effect on the pricing date (or possibly the issue date), and in the case of teaser rates, will be deemed to be in effect beginning with the period in which the ﬁrst weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reﬂect the actual Pass-Through Rate on the Regular Certiﬁcates.

Deferred Interest

Under the OID Regulations, all interest on a Regular Certiﬁcate as to which there may be deferred interest is includible in the stated redemption price at maturity thereof. Accordingly, any deferred interest that accrues with respect to a class of Regular Certiﬁcates may constitute income to the holders of such Regular Certiﬁcates prior to the time distributions of cash with respect to such Deferred Interest are made.

Market Discount

A purchaser of a Regular Certiﬁcate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Certiﬁcate (exclusive of accrued qualified stated interest):

●

is exceeded by the then-current principal amount of the Regular Certiﬁcate; or

●

in the case of a Regular Certiﬁcate having original issue discount, is exceeded by the adjusted issue price of such Regular Certiﬁcate at the time of purchase.

Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Certiﬁcate as distributions includible in the stated redemption price at maturity thereof are received, in an amount not exceeding any such distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue either:

●

on the basis of a constant interest rate; or

●

in the ratio of stated interest allocable to the relevant period to the sum of the interest for such period plus the remaining interest as of the end of such period, or in the case of a Regular Certiﬁcate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount as of the end of such period.

Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certiﬁcate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certiﬁcate over the interest distributable thereon. The deferred portion of such interest expense in

any taxable year generally will not exceed the accrued market discount on the Regular Certiﬁcate for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certiﬁcate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Certiﬁcateholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by such Regular Certiﬁcateholder in that taxable year or thereafter, in which case the interest deferral rule will not apply. See “Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Certiﬁcate will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Regular Certiﬁcate multiplied by the weighted average maturity of the Regular Certiﬁcate (determined as described above in the third paragraph under “Original Issue Discount”) remaining after the date of purchase. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See “Original Issue Discount” above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Certiﬁcate purchased at a cost, excluding any portion of the cost attributable to accrued qualified stated interest, greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Certiﬁcateholder holds such Regular Certiﬁcate as a “capital asset” within the meaning of Code Section 1221, the Regular Certiﬁcateholder may elect under Code Section 171 to amortize such premium under the constant yield method. Treasury Regulations issued under Code Section 171 do not, by their terms, apply to Regular Certiﬁcates, which are prepayable based on prepayments on the underlying mortgage loans. However, the Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certiﬁcates, although it is unclear whether the alternatives to the constant yield method described above under “Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certiﬁcate rather than as a separate deduction item. See “Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Certiﬁcate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualiﬁed stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election:

●

“interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium; and

●

the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition.

It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all debt instruments acquired by the holder in the same taxable year or thereafter. The election is made on the holder’s federal income tax return for the year in

which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making such an election.

Sale or Exchange of Regular Certiﬁcates

If a Regular Certiﬁcateholder sells or exchanges a Regular Certiﬁcate, the Regular Certiﬁcateholder will recognize gain or loss equal to the difference, if any, between the amount received (other than amounts allocable to accrued interest) and its adjusted basis in the Regular Certiﬁcate. The adjusted basis of a Regular Certiﬁcate generally will equal the cost of the Regular Certiﬁcate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certiﬁcate and reduced by amounts included in the stated redemption price at maturity of the Regular Certiﬁcate that were previously received by the seller, by any amortized premium and by previously recognized losses.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Certiﬁcate realized by an investor who holds the Regular Certiﬁcate as a capital asset will be capital gain or loss and will be long-term or short-term depending on whether the Regular Certiﬁcate has been held for the long-term capital gain holding period (currently more than one year). Such gain will be treated as ordinary income as follows:

●

if a Regular Certiﬁcate is held as part of a “conversion transaction” as deﬁned in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certiﬁcateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction;

●

in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates; or

●

to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on such Regular Certiﬁcate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such holder with respect to the Regular Certiﬁcate.

In addition, gain or loss recognized from the sale of a Regular Certiﬁcate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term capital gains of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses

Holders of Regular Certiﬁcates will be required to report income with respect to Regular Certiﬁcates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certiﬁcates, except to the extent it can be established that such losses are uncollectible. Accordingly, the holder of a Regular Certiﬁcate may have income, or may incur a diminution in cash ﬂow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. To the extent the rules of Code Section 166 regarding bad debts are applicable, it appears that holders of Regular Certiﬁcates that are corporations or that otherwise hold the Regular Certiﬁcates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained during the taxable year on account of any such Regular Certiﬁcates becoming wholly or partially worthless, and that, in general, holders of Regular Certiﬁcates that are not corporations and do not hold the Regular Certiﬁcates in connection with a trade or business will be allowed to deduct as a short-term capital loss any

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loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of such Regular Certiﬁcates becoming wholly worthless. Although the matter is not free from doubt, noncorporate holders of Regular Certificates should be allowed a bad debt deduction at that time as the principal balance of any class or subclass of those Regular Certificates is reduced to reflect losses resulting from any liquidated mortgage loans below a holder’s basis in the Regular Certificates. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect those losses only after all mortgage loans remaining in the trust fund have been liquidated or that class of Regular Certificates has been otherwise retired. The IRS could also assert that losses on the Regular Certificates are deductible based on some other method that may defer those deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount which would be deductible only against future positive original issue discount or otherwise upon termination of the class. Notwithstanding the foregoing, it is not clear whether holders of interest-only certificates are entitled to any deduction under Code Section 166 for bad debt losses. Holders of Regular Certiﬁcates are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Certiﬁcates. While losses attributable to interest previously reported as income should be deductible as ordinary losses by both corporate and non-corporate holders, the IRS may take the position that losses attributable to accrued original issue discount may only be deducted as short-term capital losses by non-corporate holders not engaged in a trade or business. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on Regular Certiﬁcates.

Taxation of Residual Certiﬁcates

Taxation of REMIC Income

Generally, the “daily portions” of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of holders of Residual Certiﬁcates (“Residual Certiﬁcateholders”), and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certiﬁcateholder are determined by allocating the REMIC Pool’s taxable income or net loss for each calendar quarter ratably to each day in such quarter and by allocating such daily portion among the Residual Certiﬁcateholders in proportion to their respective holdings of Residual Certiﬁcates in the REMIC Pool on such day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that:

●

the limitations on deductibility of investment interest expense and expenses for the production of income do not apply;

●

all bad loans will be deductible as business bad debts; and

●

the limitation on the deductibility of interest and expenses related to tax-exempt income will apply.

The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the mortgage loans, reduced by amortization of any premium on the mortgage loans, plus income from amortization of issue premium, if any, on the Regular Certiﬁcates, plus income on reinvestment of cash ﬂows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certiﬁcates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certiﬁcates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certiﬁcateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certiﬁcates of any class of the related series outstanding.

The taxable income recognized by a Residual Certiﬁcateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) on the Regular Certiﬁcates or income from amortization of issue premium on the Regular Certiﬁcates, on the other hand. In the event that an interest in the mortgage loans is

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acquired by the REMIC Pool at a discount, and one or more of such mortgage loans is prepaid, the Residual Certiﬁcateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because:

●

the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certiﬁcates; and

●

the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon such distributions on those Regular Certiﬁcates on account of any unaccrued original issue discount relating to those Regular Certiﬁcates.

When there is more than one class of Regular Certiﬁcates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following issuance of the Regular Certiﬁcates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certiﬁcates to the extent that such classes are not issued with substantial discount. If taxable income attributable to such a mismatching is realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certiﬁcates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of such a series of Regular Certiﬁcates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certiﬁcates, whereas to the extent that the REMIC Pool includes ﬁxed rate mortgage loans, interest income with respect to any given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certiﬁcateholders must have sufﬁcient other sources of cash to pay any federal, state or local income taxes due as a result of such mismatching or unrelated deductions against which to offset such income, subject to the discussion of “excess inclusions” below under “Limitations on Offset or Exemption of REMIC Income” The timing of such mismatching of income and deductions described in this paragraph, if present with respect to a series of certiﬁcates, may have a signiﬁcant adverse effect upon the Residual Certiﬁcateholder’s after-tax rate of return.

Basis and Losses

The amount of any net loss of the REMIC Pool that may be taken into account by the Residual Certiﬁcateholder is limited to the adjusted basis of the Residual Certiﬁcate as of the close of the quarter (or time of disposition of the Residual Certiﬁcate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certiﬁcate is the amount paid for such Residual Certiﬁcate. Such adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certiﬁcateholder and will be decreased (but not below zero), ﬁrst, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certiﬁcateholder. Any loss that is disallowed on account of this limitation may be carried over indeﬁnitely with respect to the Residual Certiﬁcateholder as to whom such loss was disallowed and may be used by such Residual Certiﬁcateholder only to offset any income generated by the same REMIC Pool.

A Residual Certiﬁcateholder will not be permitted to amortize directly the cost of its Residual Certiﬁcate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets. That recovery of basis by the REMIC Pool will have the effect of amortization of the issue price of the Residual Certificates over their life. However, in view of the possible acceleration of the income of Residual Certificateholders described under “—Taxation of REMIC Income” above, the period of time over which the issue price is effectively amortized may be longer than the economic life of the Residual Certificates.

A Residual Certiﬁcate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash ﬂows. The REMIC Regulations appear to treat the issue price of such a residual interest as zero rather than such negative amount for purposes of determining the REMIC Pool’s basis in its assets. Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of noneconomic residual interests. These regulations require inducement fees to be included in income over a period reasonably related to the period in which the related residual interest is expected to generate taxable income or net loss to its holder. Under two safe harbor methods, inducement fees may be included in income:

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●

in the same amounts and over the same period that the taxpayer uses for ﬁnancial reporting purposes, provided that such period is not shorter than the period the REMIC is expected to generate taxable income; or

●

ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the REMIC, determined based on actual distributions projected as remaining to be made on such interests under the Prepayment Assumption.

If the holder of a noneconomic residual interest sells or otherwise disposes of the noneconomic residual interest, any unrecognized portion of the inducement fee must be taken into account at the time of the sale or disposition. Prospective purchasers of the Residual Certiﬁcates should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that the initial adjusted basis of a Residual Certiﬁcateholder (other than an original holder) in the Residual Certiﬁcate is greater that the corresponding portion of the REMIC Pool’s basis in the mortgage loans, the Residual Certiﬁcateholder will not recover a portion of such basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by such holder. The REMIC Regulations currently in effect do not so provide. See “Treatment of Certain Items of REMIC Income and Expense—Market Discount” below regarding the basis of mortgage loans to the REMIC Pool and “Sale or Exchange of a Residual Certiﬁcate” below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

Treatment of Certain Items of REMIC Income and Expense

Although the depositor intends to compute REMIC income and expense in accordance with the Code and applicable regulations, the authorities regarding the determination of speciﬁc items of income and expense are subject to differing interpretations. The depositor makes no representation as to the speciﬁc method that it will use for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certiﬁcates, and different methods could result in different timing of reporting of taxable income or net loss to Residual Certiﬁcateholders or differences in capital gain versus ordinary income.

Original Issue Discount and Premium. Generally, the REMIC Pool’s deductions for original issue discount and income from amortization of issue premium will be determined in the same manner as original issue discount income on Regular Certiﬁcates as described above under “Taxation of Regular Certiﬁcates—Original Issue Discount” and “—Variable Rate Regular Certiﬁcates,” without regard to the de minimis rule described therein, and “—Premium.”

Deferred Interest. Any deferred interest that accrues with respect to any adjustable rate mortgage loans held by the REMIC Pool will constitute income to the REMIC Pool and will be treated in a manner similar to the deferred interest that accrues with respect to Regular Certiﬁcates as described above under “Taxation of Regular Certiﬁcates—Deferred Interest.”

Market Discount. The REMIC Pool will have market discount income in respect of mortgage loans if, in general, the basis of the REMIC Pool allocable to such mortgage loans is exceeded by their unpaid principal balances. The REMIC Pool’s basis in such mortgage loans is generally the fair market value of the mortgage loans immediately after the transfer thereof to the REMIC Pool. The REMIC Regulations provide that such basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or the fair market value thereof at the Startup Day, in the case of a retained class). In respect of mortgage loans that have market discount to which Code Section 1276 applies, the accrued portion of the market discount would be recognized currently as an item of ordinary income in a manner similar to original issue discount. Market discount income generally should accrue in the manner described above under “Taxation of Regular Certiﬁcates—Market Discount.”

Premium. Generally, if the basis of the REMIC Pool in the mortgage loans exceeds the unpaid principal balances thereof, the REMIC Pool will be considered to have acquired such mortgage loans at a premium equal to the amount of such excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after the transfer thereof to the REMIC Pool. In a

103

manner analogous to the discussion above under “Taxation of Regular Certiﬁcates—Premium,” a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans or mortgage loans underlying MBS that were originated after September 27, 1985 or MBS that are REMIC regular interests under the constant yield method. Amortizable bond premium will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. To the extent that the mortgagors with respect to the mortgage loans are individuals, Code Section 171 will not be available for premium on mortgage loans (including underlying mortgage loans) originated on or prior to September 27, 1985. Premium with respect to such mortgage loans may be deductible in accordance with a reasonable method regularly employed by the holder thereof. The allocation of such premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that such premium should be allocated in a different manner, such as allocating such premium entirely to the ﬁnal payment of principal.

Limitations on Offset or Exemption of REMIC Income

A portion or all of the REMIC taxable income includible in determining the federal income tax liability of a Residual Certiﬁcateholder will be subject to special treatment. That portion, referred to as the “excess inclusion,” is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certiﬁcate over the daily accruals for such quarterly period of:

●

120% of the long-term applicable Federal rate that would have applied to the Residual Certiﬁcate (if it were a debt instrument) on the Startup Day under Code Section 1274(d), multiplied by;

●

the adjusted issue price of such Residual Certiﬁcate at the beginning of such quarterly period.

For this purpose, the adjusted issue price of a Residual Certiﬁcate at the beginning of a quarter is the issue price of the Residual Certiﬁcate, plus the amount of such daily accruals of REMIC income described in this paragraph for all prior quarters, decreased by any distributions made with respect to such Residual Certiﬁcate prior to the beginning of such quarterly period. Accordingly, the portion of the REMIC Pool’s taxable income that will be treated as excess inclusions will be a larger portion of such income as the adjusted issue price of the Residual Certiﬁcates diminishes and all such taxable income will be so treated if the adjusted issue price of the Residual Certificate is zero.

The portion of a Residual Certiﬁcateholder’s REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on such Residual Certiﬁcateholder’s return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if the Residual Certiﬁcateholder is an organization subject to the tax on unrelated business income imposed by Code Section 511, the Residual Certiﬁcateholder’s excess inclusions will be treated as unrelated business taxable income of such Residual Certiﬁcateholder for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons (as deﬁned below under “Tax-Related Restrictions on Transfer of Residual Certiﬁcates—Foreign Investors”), and the portion thereof attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax (by treaty or otherwise). See “Taxation of Certain Foreign Investors—Residual Certiﬁcates” below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certiﬁcate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

In addition, the Code provides three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a Residual Certiﬁcateholder. First, alternative minimum taxable income for a Residual Certiﬁcateholder is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, a Residual Certiﬁcateholder’s alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

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Tax-Related Restrictions on Transfer of Residual Certiﬁcates

Disqualiﬁed Organizations. If any legal or beneﬁcial interest in a Residual Certiﬁcate is transferred to a Disqualiﬁed Organization (as defined below), a tax would be imposed in an amount equal to the product of:

●

the present value of the total anticipated excess inclusions with respect to such Residual Certiﬁcate for periods after the transfer; and

●

the highest marginal federal income tax rate applicable to corporations.

The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption. The present value rate equals the applicable federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. Such a tax generally would be imposed on the transferor of the Residual Certiﬁcate, except that where such transfer is through an agent (including a broker, nominee or other middleman) for a Disqualiﬁed Organization, the tax would instead be imposed on such agent. However, a transferor of a Residual Certiﬁcate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualiﬁed Organization and, as of the time of the transfer, the transferor does not have actual knowledge that such affidavit is false. The tax may also be waived by the Treasury Department if the Disqualified Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate rate on the excess inclusions for the period the Residual Certificate is actually held by the Disqualified Organization.

In addition, if a Pass-Through Entity (as defined below) has excess inclusion income with respect to a Residual Certiﬁcate during a taxable year and a Disqualiﬁed Organization is the record holder of an equity interest in such entity, then a tax is imposed on such entity equal to the product of:

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the amount of excess inclusions on the Residual Certiﬁcate that are allocable to the interest in the Pass-Through Entity during the period such interest is held by such Disqualiﬁed Organization; and

●

the highest marginal federal corporate income tax rate.

Such tax would be deductible from the ordinary gross income of the Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for such tax if it has received an affidavit from such record holder that it is not a Disqualiﬁed Organization or stating such holder’s taxpayer identiﬁcation number and, during the period such person is the record holder of the Residual Certiﬁcate, the Pass-Through Entity does not have actual knowledge that such affidavit is false.

If an “electing large partnership” holds a Residual Certiﬁcate, all interests in the electing large partnership are treated as held by Disqualiﬁed Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know such affidavits are false, is not available to an electing large partnership.

For these purposes:

●

“Disqualiﬁed Organization” means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (provided, that such term does not include an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by any such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), and any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from taxation under the Code unless such organization is subject to the tax on unrelated business income imposed by Code Section 511;

●

“Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis (except as

105

may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to such interest, be treated as a Pass-Through Entity); and

●

an “electing large partnership” means any partnership having more than 100 members during the preceding tax year (other than certain service partnerships and commodity pools), which elect to apply simpliﬁed reporting provisions under the Code.

The Pooling Agreement with respect to a series of certiﬁcates will provide that no legal or beneﬁcial interest in a Residual Certiﬁcate may be transferred unless:

●

the proposed transferee provides to the transferor and the trustee an affidavit providing its taxpayer identiﬁcation number and stating that such transferee is the beneﬁcial owner of the Residual Certiﬁcate, is not a Disqualiﬁed Organization and is not purchasing such Residual Certiﬁcates on behalf of a Disqualiﬁed Organization (i.e., as a broker, nominee or middleman thereof); and

●

the transferor provides a statement in writing to the depositor and the trustee that it has no actual knowledge that such affidavit is false.

Moreover, the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certiﬁcate with respect to a series will bear a legend referring to such restrictions on transfer, and each Residual Certiﬁcateholder will be deemed to have agreed, as a condition of ownership thereof, to any amendments to the related Pooling Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the depositor or the trustee may charge a fee for computing and providing such information.

Noneconomic Residual Interests. The REMIC Regulations disregard certain transfers of Residual Certiﬁcates, in which case the transferor continues to be treated as the owner of the Residual Certiﬁcates and thus continues to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a “noneconomic residual interest” (as deﬁned below) to a Residual Certiﬁcateholder (other than a Residual Certiﬁcateholder who is not a U.S. Person, as deﬁned below under “—Foreign Investors”) is disregarded for all federal income tax purposes if a signiﬁcant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC (including a residual interest with a positive value at issuance) is a “noneconomic residual interest” unless, at the time of the transfer:

●

the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs; and

●

the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufﬁcient to satisfy the accrued taxes.

The anticipated excess inclusions and the present value rate are determined in the same manner as set forth above under “—Disqualiﬁed Organizations.” The REMIC Regulations explain that a signiﬁcant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. Under the REMIC Regulations, a safe harbor is provided if:

●

the transferor conducted, at the time of the transfer, a reasonable investigation of the ﬁnancial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no signiﬁcant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future;

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●

the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash ﬂows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due; and

●

the transferee represents that it will not cause income from the Residual Certiﬁcate to be attributable to a foreign permanent establishment or ﬁxed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person (as defined below); and

●

either the “formula test” or the “assets test” (each described below) is satisfied.

The Pooling Agreement with respect to each series of certiﬁcates will require the transferee of a Residual Certiﬁcate to certify to the matters in the bullet points set forth above as part of the affidavit described above under the heading “Disqualiﬁed Organizations.” The transferor must have no actual knowledge or reason to know that such statements are false.

The formula test is satisfied if the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest must not exceed the sum of:

(i) the present value of any consideration given to the transferee to acquire the interest;

(ii) the present value of the expected future distributions on the interest; and

(iii) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses.

For purposes of these computations, the transferee is assumed to pay tax at the highest rate of tax speciﬁed in Code Section 11(b)(1) (currently 35%) or, in certain circumstances, the alternative minimum tax rate. Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Code Section 1274(d) for the month of such transfer and the compounding period used by the transferee.

The assets test is satisfied if:

(i) the transferee must be a domestic “C” corporation (other than a corporation exempt from taxation of a regulated investment company or real estate investment trust) that meets certain gross and net assets tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding ﬁscal years);

(ii) the transferee must agree in writing that it will transfer the Residual Certiﬁcate only to a subsequent transferee that is an eligible corporation and meets the requirements for a safe harbor transfer; and

(iii) the facts and circumstances known to the transferor on or before the date of the transfer must not reasonably indicate that the taxes associated with ownership of the Residual Certiﬁcate will not be paid by the transferee.

Foreign Investors. The REMIC Regulations provide that the transfer of a Residual Certiﬁcate that has “tax avoidance potential” to a “foreign person” will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a “U.S. Person” (a “Non-U.S. Person”), unless such transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certiﬁcate is deemed to have tax avoidance potential unless, at the time of the transfer, (i) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (ii) the transferor reasonably expects that the transferee will receive sufﬁcient distributions from the REMIC Pool at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the non-U.S. Person transfers the Residual Certiﬁcate back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions.

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Unless otherwise stated in the prospectus supplement relating to a series of certiﬁcates, a Residual Certiﬁcate may not be purchased by or transferred to any person that is not a U.S. Person or a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is not a “U.S. Person”. The term “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for U.S. tax purposes, an estate that is subject to United States federal income tax regardless of the source of its income or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more United States persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 have elected to be treated as U.S. Persons if such election has been made).

In addition, under temporary and ﬁnal Treasury regulations, effective August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Accordingly, the Pooling Agreement will prohibit transfer of a Residual Certiﬁcate to a U.S. Person treated as a partnership for federal income tax purposes, any beneﬁcial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) not a U.S. Person.

Sale or Exchange of a Residual Certiﬁcate

Upon the sale or exchange of a Residual Certiﬁcate, the Residual Certiﬁcateholder will recognize gain or loss equal to the excess, if any, of the amount realized over the adjusted basis (as described above under “Taxation of Residual Certiﬁcates—Basis and Losses”) of such Residual Certiﬁcateholder in such Residual Certiﬁcate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, a Residual Certiﬁcateholder will have taxable income to the extent that any cash distribution to it from the REMIC Pool exceeds such adjusted basis on that Distribution Date. Such income will be treated as gain from the sale or exchange of the Residual Certiﬁcate. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of a Residual Certiﬁcateholder’s Residual Certiﬁcate, in which case, if the Residual Certiﬁcateholder has an adjusted basis in such Residual Certiﬁcateholder’s Residual Certiﬁcate remaining when its interest in the REMIC Pool terminates, and if such Residual Certiﬁcateholder holds such Residual Certiﬁcate as a capital asset under Code Section 1221, then such Residual Certiﬁcateholder will recognize a capital loss at that time in the amount of such remaining adjusted basis.

Any gain on the sale of a Residual Certiﬁcate will be treated as ordinary income (i) if a Residual Certiﬁcate is held as part of a “conversion transaction” as deﬁned in Code Section 1258(c), up to the amount of interest that would have accrued on the Residual Certiﬁcateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certiﬁcate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

The Conference Committee Report to the 1986 Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certiﬁcates where the seller of the Residual Certiﬁcate, during the period beginning six months before the sale or disposition of the Residual Certiﬁcate and ending six months after such sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a “taxable mortgage pool” (such as a non-REMIC owner trust) that is economically comparable to a Residual Certiﬁcate.

Mark to Market Regulations

The IRS has issued regulations under Code Section 475 relating to the requirement that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities of a dealer,

108

except to the extent that the dealer has specifically identified a security as held for investment. These regulations provide that, for purposes of this mark-to-market requirement, a Residual Certiﬁcate is not treated as a security and thus may not be marked to market.

Taxes that May Be Imposed on the REMIC Pool

Prohibited Transactions

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certiﬁcateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include:

●

the disposition of a qualiﬁed mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualiﬁed mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualiﬁed mortgage, (c) bankruptcy or insolvency of the REMIC Pool or (d) a qualiﬁed (complete) liquidation;

●

the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold;

●

the receipt of compensation for services; or

●

the receipt of gain from disposition of cash ﬂow investments other than pursuant to a qualiﬁed liquidation.

Notwithstanding the ﬁrst or fourth bullet points set forth above, it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certiﬁcates as a result of a default on qualiﬁed mortgages or to facilitate a clean-up call (generally, an optional termination to save administrative costs when no more than a small percentage of the certiﬁcates is outstanding). The REMIC Regulations indicate that the modiﬁcation of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool:

●

during the three months following the Startup Day;

●

made to a qualiﬁed reserve fund by a Residual Certiﬁcateholder;

●

in the nature of a guarantee;

●

made to facilitate a qualiﬁed liquidation or clean-up call; and

●

as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property

The REMIC Pool will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property,” determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by deed in lieu of foreclosure would be treated as “foreclosure property” for a period ending with the third calendar year following the year of acquisition of such property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

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It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the applicable prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a mortgage loan.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s ﬁnal tax return a date on which such adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certiﬁcates and Residual Certiﬁcateholders within the 90-day period.

Administrative Matters

The REMIC Pool will be required to maintain its books on a calendar year basis and to ﬁle federal income tax returns for federal income tax purposes in a manner similar to a partnership. The form for such income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign the REMIC Pool’s returns. Treasury regulations provide that, except where there is a single Residual Certiﬁcateholder for an entire taxable year, the REMIC Pool will be subject to the procedural and administrative rules of the Code applicable to partnerships, including the determination by the IRS of any adjustments to, among other things, items of REMIC income, gain, loss, deduction or credit in a uniﬁed administrative proceeding. The Residual Certiﬁcateholder owning the largest percentage interest in the Residual Certiﬁcates will be obligated to act as “tax matters person,” as deﬁned in applicable Treasury regulations, with respect to the REMIC Pool. Each Residual Certiﬁcateholder will be deemed, by acceptance of such Residual Certiﬁcates, to have agreed:

●

to the appointment of the tax matters person as provided in the preceding sentence; and

●

to the irrevocable designation of the master servicer as agent for performing the functions of the tax matters person.

Limitations on Deduction of Certain Expenses

An investor who is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that such itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of:

●

3% of the excess, if any, of adjusted gross income over a threshold amount; or

●

80% of the amount of itemized deductions otherwise allowable for such year.

In the case of a REMIC Pool, such deductions may include deductions under Code Section 212 for the servicing fee and all administrative and other expenses relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. Such investors who hold REMIC Certiﬁcates either directly or indirectly through certain pass-through entities may have their pro rata share of such expenses allocated to them as additional gross income, but may be subject to such limitation on deductions. In addition, such expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause such investors to be subject to signiﬁcant additional tax liability. Temporary Treasury regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certiﬁcates in the case of a REMIC Pool that would not qualify as a ﬁxed investment trust in the absence of a REMIC election. However, such additional gross income and limitation on deductions will apply to the allocable portion of such expenses to holders of Regular Certiﬁcates, as well as holders of Residual Certiﬁcates, where such Regular Certiﬁcates are issued in a manner that is similar to pass-through certiﬁcates in a ﬁxed

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investment trust. In general, such allocable portion will be determined based on the ratio that a REMIC Certiﬁcateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certiﬁcates and Residual Certiﬁcates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certiﬁcates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certiﬁcates that are issued in a single class or otherwise consistently with ﬁxed investment trust status or in excess of cash distributions for the related period on Residual Certiﬁcates. Unless otherwise indicated in the applicable prospectus supplement, all such expenses will be allocable to the Residual Certiﬁcates.

Taxation of Certain Foreign Investors

Regular Certiﬁcates

Interest, including original issue discount, distributable to Regular Certiﬁcateholders who are nonresident aliens, foreign corporations, or other Non-U.S. Persons, will be considered “portfolio interest” and, therefore, generally will not be subject to 30% United States withholding tax, provided that such Non-U.S. Person:

●

is not a “10-percent shareholder” within the meaning of Code Section 871(h)(3)(B) or, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more mortgagors); and

●

provides the trustee, or the person who would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneﬁcial owner and stating, among other things, that the beneﬁcial owner of the Regular Certiﬁcate is a Non-U.S. Person.

The appropriate documentation includes Form W-8BEN, if the Non-U.S. Person is a corporation or individual eligible for the beneﬁts of the portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certiﬁcate being effectively connected to a United States trade or business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is a trust, depending on whether such trust is classiﬁed as the beneﬁcial owner of the Regular Certiﬁcate; and Form W-8IMY, with supporting documentation as speciﬁed in the Treasury Regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. Additional information may be required by holders that are “foreign financial institutions” under FATCA. See “—FATCA” below. An intermediary (other than a partnership) must provide Form W-8IMY, revealing all required information, including its name, address, taxpayer identiﬁcation number, the country under the laws of which it is created, and certiﬁcation that it is not acting for its own account. A “qualiﬁed intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its Form W-8IMY, and may certify its account holders’ status without including each beneﬁcial owner’s certiﬁcation. A non-“qualiﬁed intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneﬁcial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneﬁcial owner of a Regular Certiﬁcate. A “qualiﬁed intermediary” is generally a foreign ﬁnancial institution or clearing organization or a non-U.S. branch or ofﬁce of a U.S. ﬁnancial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply. If the interest on the Regular Certiﬁcate is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Prepayment Premiums distributable to Regular Certiﬁcateholders who are Non-U.S. Persons may be subject to 30% United States withholding tax. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the speciﬁc tax consequences to them of owning a Regular Certiﬁcate.

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Residual Certiﬁcates

The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Certiﬁcateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certiﬁcateholders may qualify as “portfolio interest,” subject to the conditions described in “Regular Certiﬁcates” above, but only to the extent that:

●

the mortgage loans (including mortgage loans underlying MBS) were issued after July 18, 1984; and

●

the trust fund or segregated pool of assets therein (as to which a separate REMIC election will be made), to which the Residual Certiﬁcate relates, consists of obligations issued in “registered form” within the meaning of Code Section 163(f)(1).

Generally, whole mortgage loans will not be, but MBS and regular interests in another REMIC Pool will be, considered obligations issued in registered form. Furthermore, a Residual Certiﬁcateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an “excess inclusion.” See “Taxation of Residual Certiﬁcates—Limitations on Offset or Exemption of REMIC Income.” If the amounts paid to Residual Certiﬁcateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to such Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, such amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certiﬁcate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See “Tax-Related Restrictions on Transfer of Residual Certiﬁcates—Foreign Investors” above concerning the disregard of certain transfers having “tax avoidance potential”, and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the speciﬁc tax consequences to them of owning Residual Certiﬁcates.

FATCA

Under the “Foreign Account Tax Compliance Act” (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest on or after January 1, 2014, and gross proceeds from the disposition of debt obligations that give rise to U.S.-source interest on or after January 1, 2017, to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The certificate administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the certificate administrator with proof that they have complied with such requirements.

Under current law, payments on obligations that were entered into on or after January 1, 2013, such as the certificates, are subject to FATCA. Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates, as well as reports that the IRS may retroactively “grandfather” debt instruments issued before January 1, 2014, in future regulations.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. Persons will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. U.S. Persons should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

Backup Withholding

Distributions made on the Regular Certiﬁcates, and proceeds from the sale of the Regular Certiﬁcates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 of 28% on

112

“reportable payments” (including interest distributions, original issue discount, and, under certain circumstances, principal distributions) unless the Regular Certiﬁcateholder is a U.S. Person and provides Form W-9 with the correct taxpayer identification number; is a Non-U.S. Person and provides Form W-8BEN identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the Regular Certiﬁcates would be refunded by the IRS or allowed as a credit against the Regular Certiﬁcateholder’s federal income tax liability. Final Treasury Regulations will change certain of the rules relating to certain presumptions currently available relating to information reporting and backup withholding. Information reporting requirements may apply regardless of whether withholding is required. Investors are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount and information necessary to compute the accrual of any market discount on the Regular Certiﬁcates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certiﬁcates or beneﬁcial owners who own Regular Certiﬁcates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certiﬁcates (including corporations, non-calendar year taxpayers, securities or commodities dealers, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to a particular series of Regular Certiﬁcates. Holders through nominees must request such information from the nominee.

IRS Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certiﬁcateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certiﬁcateholders, furnished annually, if applicable, to holders of Regular Certiﬁcates, and ﬁled annually with the IRS concerning Code Section 67 expenses (see “Limitations on Deduction of Certain Expenses” above) allocable to such holders. Furthermore, under such regulations, information must be furnished quarterly to Residual Certiﬁcateholders, furnished annually to holders of Regular Certiﬁcates, and ﬁled annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualiﬁed asset tests described above under “Status of REMIC Certiﬁcates.”

FEDERAL INCOME TAX CONSEQUENCES

FOR CERTIFICATES AS TO WHICH NO

REMIC ELECTION IS MADE

Standard Certiﬁcates

General

In the event that no election is made to treat a trust fund (or a segregated pool of assets therein) with respect to a series of certiﬁcates that are not designated as “Stripped Certiﬁcates,” as described below, as a REMIC (Certiﬁcates of such a series hereinafter referred to as “Standard Certiﬁcates”), in the opinion of Cadwalader, Wickersham & Taft LLP, counsel to the depositor, the trust fund will be classiﬁed as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i). Where there is no ﬁxed retained yield with respect to the mortgage loans underlying the Standard Certiﬁcates, the holder of each such Standard Certiﬁcate (a “Standard Certiﬁcateholder”) in such series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the trust fund represented by its Standard Certiﬁcate and will be considered the beneﬁcial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion below under “Recharacterization of Servicing Fees.” Accordingly, the holder of a Standard Certiﬁcate of a particular series will be required to report on its federal income tax return its pro rata share of the entire income from the mortgage loans represented by its Standard

113

Certiﬁcate, including interest at the coupon rate on such mortgage loans, original issue discount (if any), prepayment fees, assumption fees, and late payment charges received by the master servicer, in accordance with such Standard Certiﬁcateholder’s method of accounting. A Standard Certiﬁcateholder generally will be able to deduct its share of the servicing fee and all administrative and other expenses of the trust fund in accordance with its method of accounting, provided that such amounts are reasonable compensation for services rendered to that trust fund. However, investors who are individuals, estates or trusts who own Standard Certiﬁcates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the servicing fee and all such administrative and other expenses of the trust fund, to the extent that such deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a threshold amount or (ii) 80% of the amount of itemized deductions otherwise allowable for such year. As a result, such investors holding Standard Certiﬁcates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on such Standard Certiﬁcates with respect to interest at the pass-through rate on such Standard Certiﬁcates. In addition, such expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause such investors to be subject to signiﬁcant additional tax liability. Moreover, where there is ﬁxed retained yield with respect to the mortgage loans underlying a series of Standard Certiﬁcates or where the servicing fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the “stripped bond” and “stripped coupon” rules of the Code, as described below under “Stripped Certiﬁcates” and “Recharacterization of Servicing Fees,” respectively.

Tax Status

Standard Certiﬁcates will have the following status for federal income tax purposes:

1. A Standard Certiﬁcate owned by a “domestic building and loan association” within the meaning of Code Section 7701(a)(19) will be considered to represent “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certiﬁcate is of the type described in such section of the Code.

2. A Standard Certiﬁcate owned by a real estate investment trust will be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related trust fund consist of qualiﬁed assets, and interest income on such assets will be considered “interest on obligations secured by mortgages on real property” to such extent within the meaning of Code Section 856(c)(3)(B).

3. A Standard Certiﬁcate owned by a REMIC will be considered to represent an “obligation . . . which is principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related trust fund consist of “qualiﬁed mortgages” within the meaning of Code Section 860G(a)(3).

Premium and Discount

Standard Certiﬁcateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certiﬁcates or thereafter.

Premium. The treatment of premium incurred upon the purchase of a Standard Certiﬁcate will be determined generally as described above under “Certain Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Residual Certiﬁcates—Treatment of Certain Items of REMIC Income and Expense—Premium.”

Original Issue Discount. The original issue discount rules will be applicable to a Standard Certiﬁcateholder’s interest in those mortgage loans as to which the conditions for the application of those sections are met. Rules regarding periodic inclusion of original issue discount income are applicable to mortgages of corporations originated after May 27, 1969, mortgages of noncorporate mortgagors (other than individuals) originated after July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under the OID Regulations, such original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a

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statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of “teaser rates” on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to such income. Unless indicated otherwise in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of such accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if such mortgage loans acquired by a Standard Certiﬁcateholder are purchased at a price equal to the then unpaid principal amount of such mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of such mortgage loans (i.e., points) will be includible by such holder.

Market Discount. Standard Certiﬁcateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage loans will be determined and will be reported as ordinary income generally in the manner described above under “Certain Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Regular Certiﬁcates—Market Discount,” except that the ratable accrual methods described therein will not apply and it is unclear whether a Prepayment Assumption would apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. Unless indicated otherwise in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of such accrual.

Recharacterization of Servicing Fees

If the servicing fee paid to the master servicer were deemed to exceed reasonable servicing compensation, the amount of such excess would represent neither income nor a deduction to certiﬁcateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certiﬁcate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that such amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased. IRS guidance indicates that a servicing fee in excess of reasonable compensation (“excess servicing”) will cause the mortgage loans to be treated under the “stripped bond” rules. Such guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of such amounts is not greater than the value of the services provided.

Accordingly, if the IRS’ approach is upheld, a servicer who receives a servicing fee in excess of such amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of such mortgage loans as “stripped coupons” and “stripped bonds.” Subject to the de minimis rule discussed below under “—Stripped Certiﬁcates,” each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing obligation issued on the date of issue of the Standard Certiﬁcates, and the original issue discount rules of the Code would apply to the holder thereof. While Standard Certiﬁcateholders would still be treated as owners of beneﬁcial interests in a grantor trust for federal income tax purposes, the corpus of such trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the master servicer, or as including such portion as a second class of equitable interest. Applicable Treasury regulations treat such an arrangement as a ﬁxed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, such a recharacterization should not have any signiﬁcant effect upon the timing or amount of income reported by a Standard Certiﬁcateholder, except that the income reported by a cash method holder may be slightly accelerated. See “Stripped Certiﬁcates” below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

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Sale or Exchange of Standard Certiﬁcates

Upon sale or exchange of a Standard Certiﬁcate, a Standard Certiﬁcateholder will recognize gain or loss equal to the difference between the amount realized on the sale (other than amounts allocable to accrued interest) and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certiﬁcate. In general, the aggregate adjusted basis will equal the Standard Certiﬁcateholder’s cost for the Standard Certiﬁcate, increased by the amount of any income previously reported with respect to the Standard Certiﬁcate and decreased by the amount of any losses previously reported with respect to the Standard Certiﬁcate and the amount of any distributions received thereon. Except as provided above with respect to market discount on any mortgage loans, and except for certain ﬁnancial institutions subject to the provisions of Code Section 582(c), any such gain or loss would be capital gain or loss if the Standard Certiﬁcate was held as a capital asset. However, gain on the sale of a Standard Certiﬁcate will be treated as ordinary income:

●

if a Standard Certiﬁcate is held as part of a “conversion transaction” as deﬁned in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard Certiﬁcateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction; or

●

in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates.

Long-term capital gains of certain noncorporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term gains of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Stripped Certiﬁcates

General

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of “stripped bonds” with respect to principal payments and “stripped coupons” with respect to interest payments. For purposes of this discussion, certiﬁcates that are subject to those rules will be referred to as “Stripped Certiﬁcates.” Stripped Certiﬁcates include interest-only certiﬁcates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal and principal-only certiﬁcates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest as to which no REMIC election is made.

The certiﬁcates will be subject to those rules if:

●

the depositor or any of its afﬁliates retains (for its own account or for purposes of resale), in the form of ﬁxed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans;

●

the master servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid (or retains) servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (see “Standard Certiﬁcates—Recharacterization of Servicing Fees” above); and

●

certiﬁcates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certiﬁcate will be considered to own “stripped bonds” with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or “stripped coupons” with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certiﬁcate’s allocable share of the servicing fees paid to the master servicer, to the extent that such fees represent reasonable compensation for services rendered. See discussion above under “Standard Certiﬁcates—Recharacterization of Servicing Fees.” Although not free from doubt, for purposes of reporting to Stripped

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Certiﬁcateholders, the servicing fees will be allocated to the Stripped Certiﬁcates in proportion to the respective entitlements to distributions of each class (or subclass) of Stripped Certiﬁcates for the related period or periods. The holder of a Stripped Certiﬁcate generally will be entitled to a deduction each year in respect of the servicing fees, as described above under “Standard Certiﬁcates—General,” subject to the limitation described therein. Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that such stripped interest is purchased. Although the treatment of Stripped Certiﬁcates for federal income tax purposes is not clear in certain respects at this time, particularly where such Stripped Certiﬁcates are issued with respect to a mortgage pool containing variable-rate mortgage loans:

●

the trust fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i); and

●

unless otherwise speciﬁed in the related prospectus supplement, each Stripped Certiﬁcate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition.

This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certiﬁcates arguably should be made in one of the ways described below under “Taxation of Stripped Certiﬁcates—Possible Alternative Characterizations,” the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The applicable Pooling Agreement requires that the trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations issued December 28, 1992 provide for the treatment of a Stripped Certiﬁcate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certiﬁcate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount (as described below), at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of such a Stripped Certiﬁcate would be treated as qualiﬁed stated interest under the OID Regulations, other than in the case of an interest-only Stripped Certificate or a Stripped Certificate on which the interest is substantially disproportionate to the principal amount. Further, these ﬁnal regulations provide that the purchaser of such a Stripped Certiﬁcate will be required to account for any discount as market discount rather than original issue discount if either:

●

the initial discount with respect to the Stripped Certiﬁcate was treated as zero under the de minimis rule; or

●

no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans.

Any such market discount would be reportable as described under “Certain Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Regular Certiﬁcates—Market Discount,” without regard to the de minimis rule therein, assuming that a prepayment assumption is employed in such computation.

Status of Stripped Certiﬁcates

No speciﬁc legal authority exists as to whether the character of the Stripped Certiﬁcates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, Stripped Certiﬁcates owned by applicable holders should be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B), “obligation[s] principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A), and “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certiﬁcates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on such mortgage loans qualify for such treatment.

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Taxation of Stripped Certiﬁcates

Original Issue Discount. Except as described above under “General,” each Stripped Certiﬁcate may be considered to have been issued at an original issue discount for federal income tax purposes. Original issue discount with respect to a Stripped Certiﬁcate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to such income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the 1986 Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certiﬁcate (referred to in this discussion as a “Stripped Certiﬁcateholder”) in any taxable year likely will be computed generally as described above under “Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Regular Certiﬁcates—Original Issue Discount” and “—Variable Rate Regular Certiﬁcates.” However, with the apparent exception of a Stripped Certiﬁcate qualifying as a market discount obligation, as described above under “General,” the issue price of a Stripped Certiﬁcate will be the purchase price paid by each holder thereof, and the stated redemption price at maturity will include the aggregate amount of the payments, other than qualiﬁed stated interest to be made on the Stripped Certiﬁcate to such Stripped Certiﬁcateholder, presumably under the Prepayment Assumption.

If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certiﬁcateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of such original issue discount will be either increased or decreased depending on the relative interests in principal and interest on each mortgage loan represented by such Stripped Certiﬁcateholder’s Stripped Certiﬁcate. It is unclear under what circumstances, if any, the prepayment of mortgage loans or MBS will give rise to a loss to the holder of a Stripped Certiﬁcate. If the certiﬁcate is treated as a single instrument rather than an interest in discrete mortgage loans and the effect of prepayments is taken into account in computing yield with respect to the grantor trust certiﬁcate, it appears that no loss will be available as a result of any particular prepayment unless prepayments occur at a rate sufficiently faster than the assumed prepayment rate so that the certiﬁcateholder will not recover its investment. However, if the certiﬁcate is treated as an interest in discrete mortgage loans or MBS, or if no prepayment assumption is used, then when a mortgage loan or MBS is prepaid, the holder of the certiﬁcate should be able to recognize a loss equal to the portion of the adjusted issue price of the certiﬁcate that is allocable to the mortgage loan or MBS. Holders of Stripped Certiﬁcates are urged to consult with their own tax advisors regarding the proper treatment of these certiﬁcates for federal income tax purposes.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certiﬁcates will not be made if the mortgage loans are prepaid could lead to the interpretation that such interest payments are “contingent” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certiﬁcates. However, if ﬁnal regulations dealing with contingent interest with respect to the Stripped Certiﬁcates apply the same principles as the OID Regulations, such regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of such principles could lead to the characterization of gain on the sale of contingent interest Stripped Certiﬁcates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certiﬁcates.

In light of the application of Code Section 1286, a beneﬁcial owner of a Stripped Certiﬁcate generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own Prepayment Assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to these Stripped Certiﬁcates, which information will be based on pricing information as of the closing date, will largely fail to reﬂect the accurate accruals of original issue discount for these certiﬁcates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a Stripped Certiﬁcate generally will be different than that reported to holders and the IRS. Prospective investors should consult your own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences for failure to do so.

Sale or Exchange of Stripped Certiﬁcates. Sale or exchange of a Stripped Certiﬁcate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certiﬁcateholder’s adjusted basis in such Stripped Certiﬁcate, as described above under “Certain Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Regular Certiﬁcates—Sale or Exchange of Regular

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Certiﬁcates.” It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certiﬁcate-holder other than an original Stripped Certiﬁcateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

Purchase of More Than One Class of Stripped Certiﬁcates. Where an investor purchases more than one class of Stripped Certiﬁcates, it is currently unclear whether for federal income tax purposes such classes of Stripped Certiﬁcates should be treated separately or aggregated for purposes of the rules described above.

Possible Alternative Characterizations. The characterizations of the Stripped Certiﬁcates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certiﬁcateholder may be treated as the owner of:

●

one installment obligation consisting of such Stripped Certiﬁcate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of such Stripped Certiﬁcate’s pro rata share of the payments attributable to interest on each mortgage loan;

●

as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan; or

●

a separate installment obligation for each mortgage loan, representing the Stripped Certiﬁcate’s pro rata share of payments of principal and/or interest to be made with respect thereto. Alternatively, the holder of one or more classes of Stripped Certiﬁcates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that such Stripped Certiﬁcate, or classes of Stripped Certiﬁcates in the aggregate, represent the same pro rata portion of principal and interest on each such mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Final regulations issued on December 28, 1992 regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to those regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

Because of these possible varying characterizations of Stripped Certiﬁcates and the resultant differing treatment of income recognition, Stripped Certiﬁcateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certiﬁcates for federal income tax purposes.

Reporting Requirements and Backup Withholding

The trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certiﬁcateholder or Stripped Certiﬁcateholder at any time during such year, such information (prepared on the basis described above) as the trustee deems to be necessary or desirable to enable such certiﬁcateholders to prepare their federal income tax returns. Such information will include the amount of original issue discount accrued on certiﬁcates held by persons other than certiﬁcateholders exempted from the reporting requirements. The amounts required to be reported by the trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a certiﬁcateholder, other than an original certiﬁcateholder that purchased at the issue price. In particular, in the case of Stripped Certiﬁcates, unless provided otherwise in the applicable prospectus supplement, such reporting will be based upon a representative initial offering price of each class of Stripped Certiﬁcates. The trustee will also ﬁle such original issue discount information with the IRS. If a certiﬁcateholder fails to supply an accurate taxpayer identiﬁcation number or if the Secretary of the Treasury determines that a certiﬁcateholder has not reported all interest and dividend income required to be shown on his federal income tax return, 28% (which rate is scheduled to increase to 31% after 2012) backup withholding may be required in respect of any reportable payments, as described above under “Certain Federal Income Tax Consequences for REMIC Certiﬁcates—Backup Withholding.”

Final Treasury Regulations establish a reporting framework for interests in “widely held ﬁxed investment trusts” and place the responsibility of reporting on the person in the ownership chain who holds an interest for a beneﬁcial owner. A widely-held ﬁxed investment trust is deﬁned as an arrangement classiﬁed as an “investment

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trust” under Treasury Regulations Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name.

Under these regulations, in connection with a grantor trust, the trustee will be required to file Form 1099 (or any successor form) with the IRS with respect to holders of the certificates who are not “exempt recipients” (a term that includes corporations, trusts, securities dealers, middlemen and certain other non-individuals) and do not hold such certificates through a middleman, to report, in accordance with the provisions of the pooling and servicing agreement, the grantor trust’s gross income and, in certain circumstances, unless the trustee reports under the safe harbor as described in the last sentence of this paragraph, if any trust assets were disposed of or certificates are sold in secondary-market sales, the portion of the gross proceeds relating to the trust assets that are attributable to such holder. The same requirements would be imposed on middlemen holding certificates on behalf of holders. Under certain circumstances, the trustee may report under the safe harbor for widely held mortgage trusts, as such term is defined under Treasury Regulations Section 1.671-5.

These regulations also require that the trustee make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) holders who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. Notwithstanding the preceding sentence, if the trust fund holds an interest in one or more “widely-held fixed investment trusts” or one or more REMIC regular interests, or both, the information must be provided to parties specified in clause (i) on or before the later of the 44th day after the close of the calendar year to which the request relates and 28 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15th of the calendar year for which the statement is being furnished.

Taxation of Certain Foreign Investors

To the extent that a corticated evidences ownership in mortgage loans that are issued on or before July 18, 1984, interest or original issue discount paid by the person required to withhold tax under Code Section 1441 or 1442 to nonresident aliens, foreign corporations, or other Non-U.S. Persons generally will be subject to 30% United States withholding tax, or such lower rate as may be provided for interest by an applicable tax treaty. Accrued original issue discount recognized by the Standard Certiﬁcateholder or Stripped Certiﬁcateholder on the sale or exchange of such a certiﬁcate also will be subject to federal income tax at the same rate.

Treasury regulations provide that interest or original issue discount paid by the trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans issued after July 18, 1984 will be “portfolio interest” and will be treated in the manner, and such persons will be subject to the same certiﬁcation requirements, described above under “Certain Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Certain Foreign Investors—Regular Certiﬁcates.”

Taxation of Classes of Exchangeable Certificates

General

Solely for United States federal income tax purposes, the arrangement established to hold the depositable certificates will be classified as a trust (the “EC Trust”) and the holders of the exchangeable certificates will be treated as owning under Section 671 of the Code the interests in the depositable certificates that underlie their exchangeable certificates.

If an exchangeable certificate is related to a pro rata portion of one or more underlying depositable certificates, then the interests in each depositable certificate underlying the exchangeable certificate will be accounted for separately and will have the same consequences to the holder of the exchangeable certificate as if such interests in the underlying, depositable certificate were held outside the EC Trust. Except as discussed below under “—Alternative Tax Consequences,” the remaining discussion is based on the assumption that each exchangeable certificate is related to a pro rata portion of one or more underlying certificates.

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Acquisition and Disposition

No gain or loss will be realized upon depositing in the EC Trust the depositable certificates underlying an exchangeable certificate. Regardless of the value of the exchangeable certificate, at the time of deposit, each underlying depositable certificate will have the same basis as it did immediately before the deposit (that is, each depositable certificate will have a separate basis for federal income tax purposes, based on its acquisition costs, adjusted as necessary for accruals of discount and premium and payments on the depositable certificate). If more than one underlying depositable certificate is acquired at the same time (including by acquiring an exchangeable certificate), then the initial cost of the depositable certificates must be determined by apportioning the aggregate cost for the depositable certificates (or the cost of the exchangeable certificate) among the individual depositable certificates based on their relative fair market values on the acquisition date.

No gain or loss will be realized upon withdrawing the depositable certificates underlying an exchangeable certificate from the EC Trust. Regardless of the value of the exchangeable certificate at the time of withdrawal, each depositable certificate will have the same separate basis as it did immediately before the withdrawal. If more than one underlying depositable certificate is disposed of at the same time (including by disposing of any exchangeable certificate) such as through sale or exchange, then the amount realized from the sale or exchange of each depositable certificate will be determined by apportioning the aggregate sales proceeds from the depositable certificates (or the sales of proceeds from the exchangeable certificate) among the individual depositable certificates based on their relative fair market values on the disposition date.

Alternative Tax Consequences

If an exchangeable certificate represents disproportionate ownership of the principal and interest payable on the underlying depositable certificate, then the exchangeable certificate may be subject to special income tax consequences. Specifically, if the depositor of an underlying depositable certificate separately disposes of such exchangeable certificate, then the depositor will be stripping the underlying “bond.” In that case, the sale of the exchangeable certificate and its treatment in the hands of the new holder will be governed by Section 1286 of the Code. In general, the exchangeable certificates will be treated as representing beneficial ownership of a newly issued discount bond. If an exchangeable certificate is subject to treatment as a “stripped bond” or “stripped coupon” under Section 1286 of the Code, then the consequences will also be discussed in the prospectus supplement. Investors are encouraged to consult their tax advisors regarding the consequences of stripping a bond and owning a stripped bond or stripped coupon.

STATE, LOCAL AND OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences described in “Certain Federal Income Tax Consequences,” potential investors should consider the state and local tax consequences of the acquisition, ownership, and disposition of the offered certiﬁcates. State and local tax law may differ substantially from the corresponding federal law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Therefore, prospective investors should consult their tax advisors with respect to the various tax consequences of investments in the offered certiﬁcates.

CERTAIN ERISA CONSIDERATIONS

General

Sections 404 and 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), impose certain ﬁduciary requirements and prohibited transaction restrictions on employee pension and welfare beneﬁt plans subject to ERISA (“ERISA Plans”) and on certain other arrangements, including bank collective investment funds and insurance company general and separate accounts in which such ERISA Plans are invested. Section 4975 of the Code imposes essentially the same prohibited transaction restrictions on tax-qualiﬁed retirement plans described in Section 401(a) of the Code and on Individual Retirement Accounts described in Section 408 of the Code (collectively, “Tax Favored Plans”).

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Certain employee beneﬁt plans, such as governmental plans (as deﬁned in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as deﬁned in Section 3(33) of ERISA) (collectively with ERISA Plans and Tax Favored Plans, “Plans”) are not subject to ERISA requirements. Accordingly, assets of such plans may be invested in offered certiﬁcates without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state law (“Similar Law”). Any such plan which is qualiﬁed and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code.

ERISA generally imposes on ﬁduciaries of ERISA Plans certain general ﬁduciary requirements, including those of investment prudence and diversiﬁcation and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the ERISA Plan. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of an ERISA Plan or a Tax Favored Plan and persons (“Parties in Interest” within the meaning of ERISA and “disqualiﬁed persons” within the meaning of the Code; collectively, “Parties in Interest”) who have certain speciﬁed relationships to the ERISA Plan or Tax Favored Plan, unless a statutory, regulatory or administrative exemption is available with respect to any such transaction. Pursuant to Section 4975 of the Code, certain Parties in Interest to a prohibited transaction may be subject to a nondeductible 15% per annum excise tax on the amount involved in such transaction, which excise tax increases to 100% if the Party in Interest involved in the transaction does not correct such transaction during the taxable period. In addition, such Party in Interest may be subject to a penalty imposed pursuant to Section 502(i) of ERISA. The United States Department of Labor (“DOL”) and participants, beneﬁciaries and ﬁduciaries of ERISA Plans may generally enforce violations of ERISA, including the prohibited transaction provisions. If the prohibited transaction amounts to a breach of ﬁduciary responsibility under ERISA, a 20% civil penalty may be imposed on the ﬁduciary or other person participating in the breach.

Plan Asset Regulations

Certain transactions involving the trust fund, including a Plan’s investment in offered certiﬁcates, might be deemed to constitute prohibited transactions under ERISA, the Code or Similar Law if the underlying Mortgage Assets and other assets included in a related trust fund are deemed to be assets of such Plan. Section 2510.3-101 of the DOL regulations (the “Plan Asset Regulations”) deﬁnes the term “Plan Assets” for purposes of applying the general ﬁduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and the Code. Under the Plan Asset Regulations, generally, when an ERISA Plan or a Tax Favored Plan acquires an equity interest in an entity, the ERISA Plan’s or Tax Favored Plan’s assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable here apply, or unless the equity participation in the entity by “beneﬁt plan investors” (i.e., ERISA Plans and Tax Favored Plans and entities which are deemed to hold plan assets by virtue of an ERISA Plan’s or a Tax Favored Plan’s investment in such entities) is not “signiﬁcant,” both as deﬁned therein. For this purpose, in general, equity participation by beneﬁt plan investors will be “signiﬁcant” on any date if 25% or more of the value of any class of equity interests in the entity is held by beneﬁt plan investors. Equity participation in a trust fund will be signiﬁcant on any date if immediately after the most recent acquisition of any certiﬁcate, 25% or more of any class of certiﬁcates is held by beneﬁt plan investors.

The prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may apply to a trust fund and cause the depositor, the master servicer, any special servicer, any sub-servicer, any manager, the trustee, the obligor under any credit enhancement mechanism or certain afﬁliates thereof to be considered or become Parties in Interest with respect to an investing Plan (or of a Plan holding an interest in an investing entity). If so, the acquisition or holding of certiﬁcates by or on behalf of the investing Plan could also give rise to a prohibited transaction under ERISA, the Code or Similar Law, unless some statutory, regulatory or administrative exemption is available. Certiﬁcates acquired by a Plan may be assets of that Plan. Under the Plan Asset Regulations, the trust fund, including the mortgage assets and the other assets held in the trust fund, may also be deemed to be Plan Assets of each Plan that acquires certiﬁcates. Special caution should be exercised before Plan Assets are used to acquire a certiﬁcate in such circumstances, especially if, with respect to such assets, the depositor, the master servicer, any special servicer, any sub-servicer, any manager, the trustee, the obligor under any credit enhancement mechanism or an afﬁliate thereof either:

●

has investment discretion with respect to the investment of Plan Assets; or

122

●

has authority or responsibility to give (or regularly gives) investment advice with respect to Plan Assets for a fee pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such Plan Assets.

Any person who has discretionary authority or control respecting the management or disposition of Plan Assets, and any person who provides investment advice with respect to such assets for a fee, is a ﬁduciary of the investing Plan. If the mortgage assets and other assets included in a trust fund constitute Plan Assets, then any party exercising management or discretionary control regarding those assets, such as the master servicer, any special servicer, any sub-servicer, the trustee, the obligor under any credit enhancement mechanism, or certain afﬁliates thereof may be deemed to be a Plan “ﬁduciary” and thus subject to the ﬁduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code with respect to the investing Plan. In addition, if the mortgage assets and other assets included in a trust fund constitute Plan Assets, the purchase of certiﬁcates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA or the Code or a violation of Similar Law.

The Plan Asset Regulations provide that where a Plan acquires a “guaranteed governmental mortgage pool certiﬁcate,” the Plan’s assets include such certiﬁcate but do not solely by reason of the Plan’s holdings of such certiﬁcate include any of the mortgages underlying such certiﬁcate. The Plan Asset Regulations include in the deﬁnition of a “guaranteed governmental mortgage pool certiﬁcate” FHLMC Certiﬁcates, GNMA Certiﬁcates, FNMA Certiﬁcates and FAMC Certiﬁcates. Accordingly, even if such MBS included in a trust fund were deemed to be assets of Plan investors, the mortgages underlying such MBS would not be treated as assets of such Plans. Private label mortgage participations, mortgage pass-through certiﬁcates or other mortgage-backed securities are not “guaranteed governmental mortgage pool certiﬁcates” within the meaning of the Plan Asset Regulations. Potential Plan investors should consult their counsel and review the ERISA discussion in the related prospectus supplement before purchasing any such certiﬁcates.

Prohibited Transaction Exemptions

The DOL granted an individual exemption, DOL Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 2007-5 (the “Exemption”), to Deutsche Bank Securities, Inc. (“DBSI”) which generally exempts from the application of the prohibited transaction provisions of Section 406 of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools and the initial purchase, holding and subsequent resale of mortgage pass-through certiﬁcates underwritten by an Underwriter (as hereinafter deﬁned), provided that certain conditions set forth in the Exemption are satisﬁed. For purposes of this Section “Certain ERISA Considerations,” the term “Underwriter” shall include (a) DBNY and DBSI, (b) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with DBNY and DBSI and (c) any member of the underwriting syndicate or selling group of which a person described in (a) or (b) is a manager or co-manager with respect to a class of certiﬁcates.

The Exemption sets forth ﬁve general conditions which must be satisﬁed for the Exemption to apply. The conditions are as follows:

ﬁrst, the acquisition of certiﬁcates by a Plan or with Plan Assets must be on terms that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party;

second, the certiﬁcates at the time of acquisition by a Plan or with Plan Assets must be rated in one of the four highest generic rating categories by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, Moody’s Investors Service, Inc., Fitch, Inc., DBRS Limited or DBRS, Inc. (collectively, the “Exemption Rating Agencies”);

third, the trustee cannot be an afﬁliate of any member of the Restricted Group, other than an Underwriter; the “Restricted Group” consists of any Underwriter, the depositor, the trustee, the master servicer, any sub-servicer, any party that is considered a “sponsor” within the meaning of the Exemption and any obligor with respect to assets included in the trust fund constituting more than 5% of the aggregate unamortized principal balance of the assets in the trust fund as of the date of initial issuance of the certiﬁcates;

123

fourth, the sum of all payments made to and retained by the Underwriter(s) must represent not more than reasonable compensation for underwriting the certiﬁcates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the assets to the related trust fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the master servicer and any sub-servicer must represent not more than reasonable compensation for such person’s services under the related Pooling Agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

ﬁfth, the Exemption states that the investing Plan or Plan Asset investor must be an accredited investor as deﬁned in Rule 501(a)(1) of Regulation D under the Securities Act.

The Exemption also requires that the trust fund meet the following requirements:

●

the trust fund must consist solely of assets of the type that have been included in other investment pools;

●

certiﬁcates evidencing interests in such other investment pools must have been rated in one of the four highest categories of one of the Exemption Rating Agencies for at least one year prior to the acquisition of certiﬁcates by or on behalf of a Plan or with Plan Assets; and

●

certiﬁcates evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any acquisition of certiﬁcates by or on behalf of a Plan or with Plan Assets.

A ﬁduciary of a Plan or any person investing Plan Assets intending to purchase a certiﬁcate must make its own determination that the conditions set forth above will be satisﬁed with respect to such certiﬁcate.

If the general conditions of the Exemption are satisﬁed, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection with the direct or indirect sale, exchange, transfer, holding or the direct or indirect acquisition or disposition in the secondary market of certiﬁcates by a Plan or with Plan Assets. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a certiﬁcate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For purposes of the certiﬁcates, an Excluded Plan is a Plan sponsored by any member of the Restricted Group.

If certain speciﬁc conditions of the Exemption are also satisﬁed, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection with:

●

the direct or indirect sale, exchange or transfer of certiﬁcates in the initial issuance of certiﬁcates between the depositor or an Underwriter and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan Assets in the certiﬁcates is (a) a mortgagor with respect to 5% or less of the fair market value of the trust fund or (b) an afﬁliate of such a person;

●

the direct or indirect acquisition or disposition in the secondary market of certiﬁcates by a Plan; and

●

the holding of certiﬁcates by a Plan or with Plan Assets.

Further, if certain speciﬁc conditions of the Exemption are satisﬁed, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407 of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the trust fund. The depositor expects that the speciﬁc conditions of the Exemption required for this purpose will be satisﬁed with respect to the Certiﬁcates so that the Exemption would provide an exemption from the restrictions imposed by Sections 406(a) and (b) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code) for transactions in connection with the servicing, management and operation of the trust fund, provided that the general conditions of the Exemption are satisﬁed.

124

The Exemption also may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Section 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code if such restrictions are deemed to otherwise apply merely because a person is deemed to be a Party in Interest with respect to an investing Plan by virtue of providing services to the Plan (or by virtue of having certain speciﬁed relationships to such a person) solely as a result of the Plan’s ownership of certiﬁcates.

Because the exemptive relief afforded by the Exemption (or any similar exemption that might be available) will not apply to the purchase, sale or holding of certain certiﬁcates, such as Residual Certiﬁcates or any certiﬁcates (“ERISA Restricted Certiﬁcates”) which are not rated in one of the four highest generic rating categories by at least one of the Exemption Rating Agencies, transfers of such certiﬁcates to a Plan, to a trustee or other person acting on behalf of any Plan, or to any other person investing Plan Assets to effect such acquisition will not be registered by the trustee unless the transferee provides the depositor, the trustee and the master servicer with an opinion of counsel satisfactory to the depositor, the trustee and the master servicer, which opinion will not be at the expense of the depositor, the trustee or the master servicer, that the purchase of such certiﬁcates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law and will not subject the depositor, the trustee or the master servicer to any obligation in addition to those undertaken in the Agreement.

In lieu of such opinion of counsel with respect to ERISA Restricted Certiﬁcates, the transferee may provide a certiﬁcation substantially to the effect that the purchase of ERISA Restricted Certiﬁcates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the depositor, the trustee or the master servicer to any obligation in addition to those undertaken in the Pooling Agreement and the following conditions are satisﬁed:

●

the transferee is an insurance company and the source of funds used to purchase such ERISA Restricted Certiﬁcates is an “insurance company general account” (as such term is deﬁned in PTCE 95-60); and

●

the conditions set forth in Sections I and III of PTCE 95-60 have been satisﬁed; and

●

there is no Plan with respect to which the amount of such general account’s reserves and for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any “afﬁliate” thereof, as deﬁned in PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such ERISA Restricted Certiﬁcates.

The purchaser or any transferee of any interest in an ERISA Restricted Certiﬁcate or Residual Certiﬁcate that is not a deﬁnitive certiﬁcate, by the act of purchasing such certiﬁcate, shall be deemed to represent that it is not a Plan or directly or indirectly purchasing such certiﬁcate or interest therein on behalf of, as named ﬁduciary of, as trustee of, or with assets of a Plan. The ERISA Restricted Certiﬁcates and Residual Certiﬁcates will contain a legend describing such restrictions on transfer and the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void.

There can be no assurance that any DOL exemption will apply with respect to any particular Plan that acquires the certiﬁcates or, even if all the conditions speciﬁed therein were satisﬁed, that any such exemption would apply to all transactions involving the trust fund. Prospective Plan investors should consult with their legal counsel concerning the impact of ERISA, the Code and Similar Law and the potential consequences to their speciﬁc circumstances prior to making an investment in the certiﬁcates. Neither the depositor, the trustee, the master servicer nor any of their respective afﬁliates will make any representation to the effect that the certiﬁcates satisfy all legal requirements with respect to the investment therein by Plans generally or any particular Plan or to the effect that the certiﬁcates are an appropriate investment for Plans generally or any particular Plan.

Before purchasing a certiﬁcate (other than an ERISA Restricted Certiﬁcate or Residual Certiﬁcate), a ﬁduciary of a Plan should itself conﬁrm that (a) all the speciﬁc and general conditions set forth in the Exemption would be satisﬁed and (b) the certiﬁcate constitutes a “certiﬁcate” for purposes of the Exemption. In addition, a Plan ﬁduciary should consider its general ﬁduciary obligations under ERISA in determining whether to purchase a certiﬁcate on behalf of a Plan. Finally, a Plan ﬁduciary should consider the fact that the DOL, in granting the Exemption, may not have had under its consideration interests in pools of the exact nature of some of the certiﬁcates described herein.

125

Tax Exempt Investors

A Plan that is exempt from federal income taxation pursuant to Section 501 of the Code (a “Tax Exempt Investor”) nonetheless will be subject to federal income taxation to the extent that its income is “unrelated business taxable income” (“UBTI”) within the meaning of Section 512 of the Code. All “excess inclusions” of a REMIC allocated to a Residual Certiﬁcate held by a Tax-Exempt Investor will be considered UBTI and thus will be subject to federal income tax. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certiﬁcates—Taxation of Residual Certiﬁcates—Limitations on Offset or Exemption of REMIC Income.”

LEGAL INVESTMENT

If so speciﬁed in the related prospectus supplement, certain classes of certiﬁcates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of certiﬁcates that qualify as “mortgage related securities” will be those that:

●

are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization (“NRSRO”), as such term is defined in Section 3(a)(62) of the Exchange Act; and

●

are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators speciﬁed in SMMEA and secured by ﬁrst liens on real estate.

While Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this Prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgaged related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of certificates specified to be “mortgage related securities” for purposes of SMMEA in the related prospectus supplement, may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the certificates, are subject to significant interpretive uncertainties. Except as to the status of the certificates under SMMEA, no representations are made as to the proper characterization of the certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any certificates under applicable legal investment restrictions. Further, any ratings downgrade of a class of certificates by an NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class of certificates. The uncertainties described above (an any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the certificates) may adversely affect the liquidity and market value of the certificates.

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

USE OF PROCEEDS

The net proceeds to be received from the sale of the certiﬁcates of any series will be applied by the depositor to the purchase of the assets of the trust fund or will be used by the depositor to cover expenses related thereto. The depositor expects to sell the certiﬁcates from time to time, but the timing and amount of offerings of certiﬁcates will

126

depend on a number of factors, including the volume of mortgage assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions.

METHOD OF DISTRIBUTION

The certiﬁcates offered by this prospectus and by the related prospectus supplements will be offered in series, each consisting of one or more classes of certificates, through one or more of the methods described below. The prospectus supplement prepared for each series will describe the method of offering being utilized for that series, including the initial public offering or purchase price of each class or the method by which the price will be determined, and the net proceeds to the depositor from such sale.

The depositor intends that offered certiﬁcates will be offered through the following methods from time to time and that offerings may be made concurrently through more than one of these methods or that an offering of the offered certiﬁcates of a particular series may be made through a combination of two or more of these methods. Such methods are as follows:

1. By negotiated ﬁrm commitment or best efforts underwriting and public offering by one or more underwriters speciﬁed in the related prospectus supplement;

2. By placements by the depositor with institutional investors through dealers; and

3. By direct placements by the depositor with institutional investors.

In addition, if speciﬁed in the related prospectus supplement, the offered certiﬁcates of a series may be offered in whole or in part to the seller of the related mortgage assets that would comprise the trust fund for such certiﬁcates.

If underwriters are used in a sale of any offered certiﬁcates (other than in connection with an underwriting on a best efforts basis), such certiﬁcates will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at ﬁxed public offering prices or at varying prices to be determined at the time of sale or at the time of commitment therefor. The managing underwriter or underwriters with respect to the offer and sale of offered certiﬁcates of a particular series will be set forth on the cover of the prospectus supplement relating to such series and the members of the underwriting syndicate, if any, will be named in such prospectus supplement.

In connection with the sale of offered certiﬁcates, underwriters may receive compensation from the depositor or from purchasers of the offered certiﬁcates in the form of discounts, concessions or commissions. Underwriters and dealers participating in the distribution of the offered certiﬁcates may be deemed to be underwriters in connection with such certiﬁcates, and any discounts or commissions received by them from the depositor and any proﬁt on the resale of offered certiﬁcates by them may be deemed to be underwriting discounts and commissions under the Securities Act. The related prospectus supplement will describe any discounts, concessions or commissions to be allowed or paid by the depositor to the underwriters, any other items constituting underwriting compensation, and any discounts and commissions to be allowed or paid to the dealers.

If so specified in the related prospectus supplement, the offered certificates may be underwritten by Deutsche Bank Securities Inc., acting as sole underwriter or together with such other underwriters as may be named in the prospectus supplement, or Deutsche Bank Securities Inc. may act as a dealer with regard to the offered certificates. The depositor is an affiliate of Deutsche Bank Securities Inc. and, as such, Deutsche Bank Securities Inc. will have potential conflicts of interest in underwriting or acting as a dealer with regard to any offered certificates. Any potential conflicts of interest pertaining to Deutsche Bank Securities Inc., any of the other underwriters of the offered certificates, and their respective affiliates will be described in the related prospectus supplement.

It is anticipated that the underwriting agreement pertaining to the sale of the offered certiﬁcates of any series will provide that the obligations of the underwriters will be subject to certain conditions precedent, that the underwriters will be obligated to purchase all such certiﬁcates if any are purchased (other than in connection with an underwriting on a best efforts basis) and that, in limited circumstances, the depositor will indemnify the several underwriters and the underwriters will indemnify the depositor against certain civil liabilities, including liabilities under the Securities Act or will contribute to payments required to be made in respect thereof.

127

The prospectus supplement with respect to any series offered by placements through dealers will contain information regarding the nature of such offering and any agreements to be entered into between the depositor and purchasers of offered certiﬁcates of such series.

The depositor anticipates that the offered certiﬁcates will be sold primarily to institutional investors. Purchasers of offered certiﬁcates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with reoffers and sales by them of offered certiﬁcates. Holders of offered certiﬁcates should consult with their legal advisors in this regard prior to any such reoffer or sale.

All or part of any class of offered certiﬁcates may be acquired by the depositor or by an afﬁliate of the depositor in a secondary market transaction or from an afﬁliate. Such offered certiﬁcates may then be included in a trust fund, the beneﬁcial ownership of which will be evidenced by one or more classes of mortgage-backed certiﬁcates, including subsequent series of certiﬁcates offered pursuant to this prospectus and a prospectus supplement.

As to any series of certiﬁcates, only those classes rated in an investment grade rating category by any NRSRO will be offered hereby. Any unrated class may be initially retained by the depositor, and may be sold by the depositor at any time to one or more institutional investors.

If and to the extent required by applicable law or regulation, this prospectus will be used by an underwriter in connection with offers and sales related to market-making transactions in the offered certiﬁcates with respect to which such underwriter acts as principal. An underwriter may also act as agent in such transactions. Sales may be made at negotiated prices determined at the time of sales.

LEGAL MATTERS

Certain legal matters in connection with the certiﬁcates of each series, including certain federal income tax consequences, will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP or such other ﬁrm as may be speciﬁed in the related prospectus supplement.

FINANCIAL INFORMATION

A new trust fund will be formed with respect to each series of certiﬁcates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certiﬁcates. Accordingly, no ﬁnancial statements with respect to any trust fund will be included in this Prospectus or in the related prospectus supplement. The depositor has determined that its ﬁnancial statements will not be material to the offering of any offered certiﬁcates.

RATING

It is a condition to the issuance of any class of offered certiﬁcates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one NRSRO.

Other NRSRO that have not been engaged to rate any class of offered certificates may issue unsolicited credit ratings on one or more classes of offered certificates.

Ratings on mortgage pass-through certiﬁcates address the likelihood of receipt by the holders thereof of all collections on the underlying mortgage assets to which such holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such certiﬁcates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on mortgage pass-through certiﬁcates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, certiﬁcateholders might suffer a lower than anticipated yield, and, in addition, holders of interest-only might, in extreme cases fail to recoup their initial investments. Furthermore, ratings on mortgage pass-through certiﬁcates do not address the price of such certiﬁcates or the suitability of such certiﬁcates to the investor.

128

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO. Each security rating should be evaluated independently of any other security rating.

129

INDEX OF DEFINED TERMS


		Equity Participation	37
1		ERISA	121
		ERISA Plans	121
1986 Act	94	ERISA Restricted Certificates	125
		Excess Funds	47
A		excess servicing	115
		Exchange Act	40
Accrual Certificates	49	Exemption	123
Accrued Certificate Interest	49	Exemption Rating Agencies	123
Act	87
ADA	90	F
affiliate	125
ARM Loans	38	FAMC	39
Available Distribution Amount	48	FHLMC	39
		Financial Intermediary	54
B		FNMA	39

Bankruptcy Code	79	G
Book-Entry Certificates	47
		GACC	31
C		Garn Act	88
		GNMA	39
Cash Flow Agreement	41
Certificate Account	40	I
Certificate Balance	50
Certificate Owner	54	Insurance Proceeds	63
CMBS	32	IRS	66, 91
Code	91
Companion Class	50	L
Controlled Amortization Class	50
CPR	44	Letter of Credit Bank	76
Credit Support	41, 74	Liquidation Proceeds	63
Cut-off Date	50	Loan-to-Value Ratio	36
		Lock-out Date	37
D		Lock-out Period	37

DBBM	32	M
DBMC	32
DBSI	123	MBS	32
Debt Service Coverage Ratio	35	MBS Agreement	39
Definitive Certificates	47	MBS Issuer	39
Determination Date	42, 48	MBS Servicer	39
Disqualified Organization	105	MBS Trustee	39
Distribution Date Statement	52
DOL	122	N
DTC	54
DTC Participants	54	Net Leases	36
Due Period	42	Net Operating Income	35
due-on-sale	80, 88	Nonrecoverable Advance	51

E		O

EC Trust	120	OID Regulations	94
electing large partnership	105, 106

130


P		Securities Act	39
		Similar Law	122
Parties in Interest	122	SMMEA	126
Pass-Through Entity	105	SPA	44
Percentage Interest	48	Standard Certificateholder	113
Permitted Investments	62	Standard Certificates	113
Plan Asset Regulations	122	Stripped Certificateholder	118
Plan Assets	122	Stripped Certificates	113, 114
Plans	122	Stripped Certificates	116
Pooling Agreement	57
Prepayment Assumption	95	T
Prepayment Interest Shortfall	42
Prepayment Premium	37	Tax Exempt Investor	126
Purchase Price	59	Tax Favored Plans	121
		Termination Events	70
R		Title V	89
		Treasury	91
Record Date	48
Regular Certificateholder	94	U
Regular Certificates	91, 112
Related Proceeds	51	UBTI	126
Relief Act	90	UCC	78
REMIC	91, 92	Underwriter	123
REMIC Certificates	91
REMIC Pool	92	V
REMIC Regulations	91
REO Property	61	Value	36
Residual Certificateholders	101	Voting Rights	53

S		W

SEC	54	Warranting Party	59

131

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

Class	Initial Certificate Balance or Notional Balance(1)		Approximate Initial Pass-Through Rate	Assumed Final Distribution Date(2)	Rated Final Distribution Date	Anticipated Ratings (Moody’s/S&P)(3)
Class A-1	$ 93,810,000		(4)	November 2017	January 2046	Aaa(sf)/AAA(sf)
Class A-2	$ 288,944,000		(4)	January 2018	January 2046	Aaa(sf)/AAA(sf)
Class A-SB	$ 116,999,000		(4)	August 2022	January 2046	Aaa(sf)/AAA(sf)
Class A-3	$ 140,000,000		(4)	November 2022	January 2046	Aaa(sf)/AAA(sf)
Class A-4	$ 404,822,000		(4)	December 2022	January 2046	Aaa(sf)/AAA(sf)
Class X-A	$1,178,878,000	(5)	(5)	January 2023	January 2046	Aaa(sf)/AAA(sf)
Class A-M	$ 134,303,000		(4)	January 2023	January 2046	Aaa(sf)/AAA(sf)
Class B	$ 91,400,000		(4)	January 2023	January 2046	Aa3(sf)/AA-(sf)
Class C	$ 55,960,000		(4)	January 2023	January 2046	A3(sf)/A(sf)

Deutsche Bank Securities		Cantor Fitzgerald & Co.

Joint Bookrunning Managers and Co-Lead Managers
Ladder Capital Securities LLC			CastleOak Securities, L.P.
KeyBanc Capital Markets	Co-Managers		BofA Merrill Lynch


EXECUTIVE SUMMARY	xiii	Geographic Concentration Exposes
SUMMARY	1	Investors to Greater Risk of
RISK FACTORS	39	Default and Loss	53
General Risks	39	Retail Properties Have Special
The Offered Certificates May Not Be		Risks	55
a Suitable Investment for You	39	Office Properties Have Special
Risks Related to Market Conditions	39	Risks	58
The Credit Crisis and Downturn in		Hospitality Properties Have Special
the Real Estate Market Have		Risks	59
Adversely Affected the Value of		Multifamily Properties Have Special
Commercial Mortgage-Backed		Risks	62
Securities	39	Manufactured Housing Community
The Volatile Economy and Credit		Properties Have Special Risks	64
Crisis May Increase Loan		Open Storage Properties Have
Defaults and Affect the Value		Special Risks	65
and Liquidity of Your Investment	40	Self Storage Properties Have
Risks Related to the Mortgage Loans	42	Special Risks	65
Mortgage Loans Are Non-recourse		Risks of Co-Tenancy and Other
and Are Not Insured or		Early Termination Provisions in
Guaranteed	42	Retail and Office Leases	66
The Offered Certificates Are Limited		Condominium Properties Have
Obligations and Payments Will		Special Risks	67
Be Primarily Derived from the		Risks Related to Construction,
Mortgage Loans	42	Development, Redevelopment,
Commercial Lending Is Dependent		Renovation and Repairs at
upon Net Operating Income	43	Mortgaged Properties	67
Mortgage Loans Have Not Been		Competition May Adversely Affect
Reunderwritten Since		the Performance of the
Origination	45	Mortgaged Property	68
The Prospective Performance of the		Options and Other Purchase Rights
Commercial, Multifamily and		May Affect Value or Hinder
Manufactured Housing		Recovery with Respect to the
Community Mortgage Loans		Mortgaged Properties	68
Included in the Issuing Entity		The Sellers of the Mortgage Loans
Should Be Evaluated Separately		Are Subject to Bankruptcy or
from the Performance of the		Insolvency Laws That May
Mortgage Loans in Any of the		Affect the Issuing Entity’s
Depositor’s Other Trusts	45	Ownership of the Mortgage
Some Mortgaged Properties May		Loans	70
Not Be Readily Convertible to		Environmental Issues at the
Alternative Uses	46	Mortgaged Properties May
Limitations of Appraisals	46	Adversely Affect Payments on
Property Value May Be Adversely		Your Certificates	70
Affected Even When Current		Potential Issuing Entity Liability
Operating Income Is Not	47	Related to a Materially Adverse
Risks Related to Tenants	47	Environmental Condition	72
Risks Related to Mortgage Loan		Borrower May Be Unable To Repay
Concentration	52	the Remaining Principal
Risks Related to Borrower		Balance on the Maturity Date or
Concentration	52	Anticipated Repayment Date	74
Risks Relating to Property Type		Risks Relating to Borrower
Concentration	53	Organization or Structure	75
		Risks Related to Additional Debt	76

Tenancies in Common May Hinder		Potential Absence of Attornment
Recovery	78	Provisions Entails Risks	90
Delaware Statutory Trusts May		Risks Related to Zoning Laws	90
Hinder Recovery	78	Risks Related to Litigation and
Risks of Shari’ah Compliant Loans	78	Condemnation	91
Bankruptcy Proceedings Entail		Prior Bankruptcies, Defaults or
Certain Risks	79	Other Proceedings May Be
Risks Related to Loan Sponsor		Relevant to Future Performance	92
Guaranties	79	Risks Relating to Costs of
Lack of Skillful Property		Compliance with Applicable
Management Entails Risks	80	Laws and Regulations	94
Risks of Inspections Relating to		Risks Related to Conflicts of Interest	94
Property	81	Potential Conflicts of Interest of the
World Events and Natural (or Other)		Master Servicer and the Special
Disasters Could Have an		Servicer	94
Adverse Impact on the		Special Servicer May Be Directed
Mortgaged Properties and		To Take Actions	95
Could Reduce the Cash Flow		Potential Conflicts of Interest of the
Available To Make Payments on		Operating Advisor	96
the Certificates	81	Potential Conflicts of Interest of the
Inadequate Property Insurance		Underwriters and Their Affiliates	96
Coverage Could Have an		Potential Conflicts of Interest in the
Adverse Impact on the		Selection of the Underlying
Mortgaged Properties	82	Mortgage Loans	97
Risks Associated with Blanket		Related Parties May Acquire
Insurance Policies or		Certificates or Experience Other
Self-Insurance	83	Conflicts	98
Availability of Terrorism Insurance	84	Conflicts Between Property
Appraisals and Market Studies Have		Managers and the Borrowers	101
Certain Limitations	85	Conflicts Between Certificateholders
Increases in Real Estate Taxes Due		and Holders of Companion
to Termination of a PILOT		Loans	101
Program or Other Tax		Other Potential Conflicts of Interest	101
Abatement Arrangements May		Risks Related to the Offered
Reduce Payments to		Certificates	103
Certificateholders	86	Legal and Regulatory Provisions
Risks Related to Enforceability	86	Affecting Investors Could
Risks Related to Enforceability of		Adversely Affect the Liquidity of
Prepayment Premiums, Yield		the Offered Certificates	103
Maintenance Charges and		Risks Related to Prepayments and
Defeasance Provisions	87	Repurchases of Mortgage
The Master Servicer or the Special		Loans	105
Servicer May Experience		Limited Obligations	106
Difficulty in Collecting Rents		Yield Considerations	107
upon the Default and/or		Optional Early Termination of the
Bankruptcy of a Borrower	87	Issuing Entity May Result in an
Risks Related to Mortgage Loans		Adverse Impact on Your Yield or
Secured by Multiple Properties	87	May Result in a Loss	108
State Law Limitations Entail Certain		A Mortgage Loan Seller May Not Be
Risks	88	Able To Make a Required
Mortgage Properties That Are		Repurchase or Substitution of a
Ground Leasehold Interests		Defective Mortgage Loan	108
May Expose Investors to		Any Loss of Value Payment Made
Greater Risks of Default and		by a Mortgage Loan Seller May
Loss	89	Prove To Be Insufficient to

ANNEX A-1	–	CERTAIN		ANNEX G 1	-	EXCEPTIONS TO
		CHARACTERISTICS OF				REPRESENTATIONS
		THE MORTGAGE LOANS	A-1-1			AND WARRANTIES
ANNEX A-2	–	CERTAIN POOL				FOR GERMAN
		CHARACTERISTICS OF				AMERICAN CAPITAL
		THE MORTGAGE LOANS				CORPORATION
		AND MORTGAGED				MORTGAGE LOANS	G-1-1
		PROPERTIES	A-2-1	ANNEX G 2	-	EXCEPTIONS TO
ANNEX A-3	–	CLASS A-SB PLANNED				REPRESENTATIONS
		PRINCIPAL BALANCE	A-3-1			AND WARRANTIES
ANNEX B	–	DESCRIPTION OF THE				FOR LADDER CAPITAL
		TOP 20 MORTGAGE				FINANCE LLC
		LOANS	B-1			MORTGAGE LOANS	G-2-1
ANNEX C	–	GLOBAL CLEARANCE,		ANNEX G 3	-	EXCEPTIONS TO
		SETTLEMENT AND				REPRESENTATIONS
		TAX DOCUMENTATION				AND WARRANTIES
		PROCEDURES	C-1			FOR CANTOR
ANNEX D	–	DECREMENT TABLES	D-1			COMMERCIAL REAL
ANNEX E	–	PRICE/YIELD TABLES	E-1			ESTATE LENDING, L.P.
ANNEX F	–	MORTGAGE LOAN SELLER				MORTGAGE LOANS	G-3-1
		REPRESENTATIONS AND		ANNEX H	–	AMORTIZATION
		WARRANTIES	F-1			SCHEDULE FOR
ANNEX G	-	EXCEPTIONS TO				MOFFETT TOWERS	H-1
		MORTGAGE LOAN SELLER
		REPRESENTATIONS AND
		WARRANTIES	G-1

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-184376-01

Cover All Losses on a Defective		General	124
Mortgage Loan	108	Ladder Capital Group’s
Risks Related to Borrower Default	109	Securitization Program	124
Risks Related to Modification of		Review of LCF Mortgage Loans	126
Mortgage Loans with Balloon		Ladder Capital Group’s Underwriting
Payments	109	Guidelines and Processes	127
Risks Related to Certain Payments	110	Compliance with Rule 15Ga-1 under
Risks of Limited Liquidity and		the Exchange Act	133
Market Value	110	Cantor Commercial Real Estate
The Limited Nature of Ongoing		Lending, L.P.	133
Information May Make It Difficult		General	133
for You To Resell Your		CCRE Lending’s Loan Origination
Certificates	111	and Acquisition History	133
Risks Related to Factors Unrelated		Review of CCRE Mortgage Loans	134
to the Performance of the		CCRE Lending’s Underwriting
Certificates and the Mortgage		Standards	135
Loans, Such as Fluctuations in		Assessments of Property Condition	137
Interest Rates and the Supply		Compliance with Rule 15Ga-1 under
and Demand of CMBS		the Exchange Act	140
Generally	111	THE DEPOSITOR	141
Credit Support May Not Cover All		THE ISSUING ENTITY	141
Types of Losses	112	THE SERVICERS	143
Disproportionate Benefits May Be		Generally	143
Given to Certain Classes	112	The Master Servicer	143
The Amount of Credit Support Will		The Special Servicer	145
Be Limited	112	Replacement of the Special Servicer	147
REMIC Status	112	THE TRUSTEE, CERTIFICATE
State and Local Tax Considerations	112	ADMINISTRATOR AND CUSTODIAN	149
Certain Federal Tax Consideration		Certain Matters Regarding the Trustee	151
Regarding Original Issue		Resignation and Removal of the
Discount	113	Trustee	152
Tax Considerations Related to		Certain Matters Regarding the
Foreclosure	113	Certificate Administrator	153
Changes to REMIC Restrictions on		Trustee and Certificate Administrator
Loan Modifications May Impact		Fee	154
an Investment in the Certificates	114	PAYING AGENT, CERTIFICATE
Risks Relating to Lack of		REGISTRAR, CUSTODIAN AND
Certificateholder Control over		AUTHENTICATING AGENT	155
the Issuing Entity	114	THE OPERATING ADVISOR	155
Different Timing of Mortgage Loan		CERTAIN RELATIONSHIPS AND
Amortization Poses Certain		RELATED TRANSACTIONS	156
Risks	115	DESCRIPTION OF THE MORTGAGE
Ratings of the Offered Certificates	115	POOL	159
Combination or “Layering” of		General	159
Multiple Risks May Significantly		Security for the Mortgage Loans	161
Increase Risk of Loss	117	Significant Mortgage Loans and
THE SPONSORS, MORTGAGE LOAN		Significant Obligors	161
SELLERS AND ORIGINATORS	117	Sale of the Mortgage Loans	162
German American Capital Corporation	117	Certain Underwriting Matters	163
General	117	Loan Combinations	167
GACC’s Securitization Program	117	The Moffett Towers Loan
Review of GACC Mortgage Loans	118	Combination	167
GACC’s Underwriting Standards	120	The 540 West Madison Street Loan
Compliance with Rule 15Ga-1 under		Combination	168
the Exchange Act	122	The Harmon Corner Loan
Ladder Capital Finance LLC	124	Combination	170

Additional Mortgage Loan Information	172	Annual Report	241
Certain Terms and Conditions of the		Replacement of the Special Servicer	241
Mortgage Loans	177	Termination of the Operating
Shari’ah Compliant Lending Structure	192	Advisor For Cause	242
Changes in Mortgage Pool		Rights upon Operating Advisor
Characteristics	193	Termination Event	243
DESCRIPTION OF THE OFFERED		Termination of the Operating
CERTIFICATES	193	Advisor Without Cause	243
General	193	Resignation of the Operating
Distributions	195	Advisor	244
Fees and Expenses	202	Operating Advisor Compensation	244
Distribution of Excess Interest	209	Advances	245
Class A-SB Planned Principal		Accounts	250
Balance	209	Enforcement of “Due-On-Sale” and
Prepayment Premiums and Yield		“Due-On-Encumbrance” Clauses	252
Maintenance Charges	209	Inspections	254
Application Priority of Mortgage		Insurance Policies	255
Loan Collections or Loan		Assignment of the Mortgage Loans	257
Combination Collections	210	Representations and Warranties;
Assumed Final Distribution Date	212	Repurchase; Substitution	258
Realized Losses	213	Certain Matters Regarding the
Prepayment Interest Shortfalls	214	Depositor, the Master Servicer, the
Subordination	216	Special Servicer and the Operating
Appraisal Reductions	216	Advisor	260
Delivery, Form and Denomination	220	Servicer Termination Events	262
Book-Entry Registration	221	Rights upon a Servicer Termination
Definitive Certificates	223	Event	264
Certificateholder Communication	224	Waivers of Servicer Termination
Access to Certificateholders’ Names		Events and Operating Advisor
and Addresses	224	Termination Events	266
Special Notices	224	Amendment	266
Retention of Certain Certificates by		No Downgrade Confirmation	269
Affiliates of Transaction Parties	224	Evidence of Compliance	270
YIELD AND MATURITY		Voting Rights	270
CONSIDERATIONS	224	Realization Upon Mortgage Loans	271
Yield Considerations	224	Sale of Defaulted Mortgage Loans and
Weighted Average Life	226	Serviced REO Properties	273
Certain Price/Yield Tables	229	Modifications	274
Yield Sensitivity of the Class X-A		Optional Termination	277
Certificates	229	Servicing Compensation and Payment
THE POOLING AND SERVICING		of Expenses	278
AGREEMENT	230	Special Servicing	280
General	230	Master Servicer and Special
Servicing of the Mortgage Loans;		Servicer Permitted To Buy
Collection of Payments	231	Certificates	287
The Directing Holder	233	Servicing of the Non-Serviced
Limitation on Liability of Directing		Mortgage Loans	287
Holder	237	Reports to Certificateholders; Available
The Operating Advisor	238	Information	288
General	238	Certificate Administrator Reports	288
Role of Operating Advisor While No		Information Available Electronically	290
Control Termination Event Has		Other Information	293
Occurred and Is Continuing	239	Master Servicer’s Reports	294
Role of Operating Advisor While a		Exchange Act Filings	295
Control Termination Event Has		Governing Law; Waiver of Jury Trial;
Occurred and Is Continuing	239	and Consent to Jurisdiction	295

MATERIAL FEDERAL INCOME TAX		ERISA CONSIDERATIONS	299
CONSEQUENCES	295	LEGAL INVESTMENT	301
General	295	LEGAL MATTERS	301
Tax Status of Offered Certificates	296	RATINGS	301
Taxation of Offered Certificates	297	LEGAL ASPECTS OF MORTGAGE
Further Information; Taxation of		LOANS IN CALIFORNIA, FLORIDA
Foreign Investors	298	AND ILLINOIS	303
CERTAIN STATE AND LOCAL TAX		INDEX OF DEFINED TERMS	305
CONSIDERATIONS	298


EXECUTIVE SUMMARY This Executive Summary does not include all of the information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this free writing prospectus relating to the certificates offered by this free writing prospectus and the underlying mortgage loans. CERTIFICATES

Class		Initial Certificate Balance or Notional Balance(1)		Approximate Initial Credit Support		Description of Pass-Through Rate	Assumed Final Distribution Date(2)	Approximate Initial Pass-Through Rate	Weighted Average Life (Yrs.)(6)	Principal Window (Mos.)(6)	Anticipated Ratings (Moody’s/S&P)(3)

Offered Certificates
A-1		$ 93,810,000		30.0000%	(7)	(4)	November 2017	%	2.64	1–58	Aaa(sf)/AAA(sf)
A-2		$ 288,944,000		30.0000%	(7)	(4)	January 2018	%	4.92	58–60	Aaa(sf)/AAA(sf)
A-SB		$ 116,999,000		30.0000%	(7)	(4)	August 2022	%	7.35	60–115	Aaa(sf)/AAA(sf)
A-3		$ 140,000,000		30.0000%	(7)	(4)	November 2022	%	9.69	112–118	Aaa(sf)/AAA(sf)
A-4		$ 404,822,000		30.0000%	(7)	(4)	December 2022	%	9.85	118–119	Aaa(sf)/AAA(sf)
X-A		$1,178,878,000	(5)	N/A		Variable(5)	January 2023	%	N/A	N/A	Aaa(sf)/AAA(sf)
A-M		$ 134,303,000		21.0000%		(4)	January 2023	%	9.91	119–120	Aaa(sf)/AAA(sf)
B		$ 91,400,000		14.8750%		(4)	January 2023	%	9.94	120–120	Aa3(sf)/AA-(sf)
C		$ 55,960,000		11.1250%		(4)	January 2023	%	9.94	120–120	A3(sf)/A(sf)

Non-Offered Certificates(8)
X-B		$ 147,360,000	(5)	N/A		Variable(5)	January 2023	%	N/A	N/A	A2(sf)/A(sf)
X-C		$ 104,458,024	(5)	N/A		Variable(5)	January 2025	%	N/A	N/A	B3(sf)/NR
D		$ 61,555,000		7.0000%		(4)	January 2023	%	9.94	120–120	Baa3(sf)/BBB-(sf)
E		$ 29,845,000		5.0000%		(4)	January 2023	%	9.94	120–120	Ba2(sf)/BB(sf)
F		$ 27,980,000		3.1250%		(4)	January 2023	%	9.94	120–120	B2(sf)/B+(sf)
G		$ 46,633,024		0.0000%		(4)	January 2025	%	10.47	120–144	NR/NR
V(9)		N/A		N/A		N/A	N/A	N/A	N/A	N/A	NR/NR
R(10)		N/A		N/A		N/A	N/A	N/A	N/A	N/A	NR/NR
LR(10)		N/A		N/A		N/A	N/A	N/A	N/A	N/A	NR/NR


(1)	Approximate; subject to a variance of plus or minus 5.0%.

(2)	The assumed final distribution date with respect to any class of certificates (other than the Class V, Class R and Class LR certificates) is the distribution date on which the final distribution would occur for that class of certificates based upon the assumption that no mortgage loan is prepaid prior to its stated maturity date or anticipated repayment date, as applicable, and otherwise based on modeling assumptions described in this free writing prospectus. The actual performance and experience of the mortgage loans will likely differ from such assumptions. See “Yield and Maturity Considerations” in this free writing prospectus.

(3)	It is a condition to issuance of the certificates that the certificates receive the ratings set forth above. Ratings shown are those of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. Certain nationally recognized statistical rating organizations, as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, to rate the certificates. There can be no assurance as to what ratings a nationally recognized statistical rating organization other than Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services would assign or that its report will not express differing, possibly negative, views of the mortgage loans and/or the offered certificates. See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Offered Certificates” and “Ratings” in this free writing prospectus.

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

(5)	The Class X-A, Class X-B and Class X-C certificates will not have certificate balances and will not be entitled to distributions of principal. The Class X-A, Class X-B and Class X-C certificates will accrue interest on their respective notional balances and at their respective pass-through rate as described in this free writing prospectus under “Description of the Offered Certificates—General” and “—Distributions.”

(6)	The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates (other than the Class X-A, Class X-B, Class X-C, Class V, Class R and Class LR certificates) is based on (i) modeling assumptions and prepayment assumptions described in this free writing prospectus, (ii) assumptions that there are no prepayments or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates.

(7)	Represents the approximate initial credit support for the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates, in the aggregate.

(8)	The classes of certificates set forth below (“Non-Offered Certificates”) in the table are not offered by this free writing prospectus.

(9)	The Class V certificates will not have a certificate balance, notional balance, pass-through rate, assumed final distribution date or rating. The Class V certificates represent undivided interests in excess interest accruing on an anticipated repayment date loan, as further described in this free writing prospectus. The Class V certificates will not be entitled to distributions in respect of interest other than excess interest.

(10)	The Class R and Class LR certificates will each not have a certificate balance, notional balance, pass-through rate, assumed final distribution date or rating. The Class R and Class LR certificates represent the residual interests in each Trust REMIC, as further described in this free writing prospectus. The Class R and Class LR certificates will not be entitled to distributions of principal or interest.

	The following table shows information regarding the mortgage loans and the mortgaged properties as of the cut-off date. All weighted averages set forth below are based on the principal balances of the mortgage loans as of the cut-off date.

The Mortgage Pool

			Outstanding Pool Balance as of the Cut-off Date(1)	$1,492,251,025
			Number of Mortgage Loans	70
			Number of Mortgaged Properties	99
			Average Cut-off Date Mortgage Loan Balance	$21,317,872
			Weighted Average Mortgage Rate	4.3248%
			Weighted Average Cut-off Date Remaining Term to Maturity (in months)(2)	108
			Weighted Average U/W NCF Debt Service Coverage Ratio(3)	1.83x
			Weighted Average Cut-off Date Loan-to-Value Ratio(3)	60.7%
			Weighted Average Cut-off Date U/W NOI Debt Yield(3)	11.0%


	(1)	Subject to a permitted variance of plus or minus 5.0%.

	(2)	Calculated with respect to an anticipated repayment date for 13 mortgage loans, representing approximately 8.3% of the outstanding pool balance as of the cut-off date.

	(3)	In the case of 3 mortgage loans, representing approximately 23.1% of the outstanding pool balance as of the cut-off date, each with at least one pari passu companion loan that is not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields for such mortgage loans have been calculated based on the mortgage loan included in the issuing entity and the related pari passu companion loan not included in the issuing entity. In the case of a group of cross-collateralized and cross-defaulted mortgage loans, the debt service coverage ratios, loan-to-value ratios and debt yields for such mortgage loans have been calculated on an aggregate basis unless otherwise specifically indicated.


	SUMMARY

	This summary highlights selected information from this free writing prospectus and does not include all of the relevant information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this free writing prospectus and in the attached prospectus.

	Title of Certificates	COMM 2013-LC6 Commercial Mortgage Pass-Through Certificates.

	RELEVANT PARTIES AND DATES

	Issuing Entity	The issuing entity is COMM 2013-LC6 Mortgage Trust, a common law trust fund to be formed on the closing date under the laws of the State of New York pursuant to a pooling and servicing agreement by and among the depositor, the trustee, the certificate administrator, the operating advisor, the master servicer and the special servicer. See “The Issuing Entity” in this free writing prospectus.

	Depositor	Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. Our principal offices are located at 60 Wall Street, New York, New York 10005. Our telephone number is (212) 250-2500. See “The Depositor” in this free writing prospectus and “The Depositor” in the prospectus.

	Sponsors	German American Capital Corporation, Ladder Capital Finance LLC and Cantor Commercial Real Estate Lending, L.P. each have acted as a sponsor with respect to the issuance of the certificates. The sponsors are the entities that will organize and initiate the issuance of the certificates by transferring or causing the transfer of the mortgage loans to the depositor. The depositor in turn will transfer the mortgage loans to the issuing entity and the issuing entity will issue the certificates. See “The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus and “The Sponsor” in the attached prospectus.

	Mortgage Loan Sellers	German American Capital Corporation, a sponsor and an affiliate of Deutsche Bank Securities Inc., an underwriter, and of Deutsche Mortgage & Asset Receiving Corporation, the depositor.

		Ladder Capital Finance LLC, a sponsor and an affiliate of Ladder Capital Securities LLC, an underwriter.

		Cantor Commercial Real Estate Lending, L.P., a sponsor and an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters.

		See “The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.

	The number and total cut-off date principal balance of the mortgage loans that will be transferred to the depositor by the respective mortgage loan sellers are as follows:

	Mortgage Loan Seller	Number of Mortgage Loans	Total Cut-off Date Principal Balance		% of Initial Outstanding Pool Balance
	German American Capital Corporation	12	$	593,251,157	39.8	%
	Ladder Capital Finance LLC	36	$	522,207,293	35.0	%
	Cantor Commercial Real Estate Lending, L.P.	22	$	376,792,575	25.2	%
	Total	70	$	1,492,251,025	100.0	%

	Cantor Commercial Real Estate Lending, L.P., its successors and assigns, will be entitled to receive the “CCRE Strip,” which will be payable out of collections on the mortgage loans being transferred to the depositor by Cantor Commercial Real Estate Lending, L.P. Such amount will not be part of available funds to make distributions on the certificates. See “Description of the Offered Certificates—Distributions” and “—Fees and Expenses” in this free writing prospectus.

Originators	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.

	See “The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.

Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, will act as master servicer under the pooling and servicing agreement for this transaction. See “The Servicers—The Master Servicer” in this free writing prospectus. The principal servicing office of Midland Loan Services is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.

	The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary servicers, the mortgage loans (other than with respect to any non-serviced mortgage loans that are part of loan combinations): (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer; and (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a workout. In addition, the master servicer will be the primary party responsible for making principal and interest advances and property advances under the pooling and servicing agreement with respect to the mortgage loans that it is servicing, subject in each case to a nonrecoverability determination. The fee of the master servicer with respect to the mortgage loans and the serviced companion loans will be payable monthly from amounts received in respect of interest on each mortgage loan serviced by the master servicer (prior to application of such interest payments to make payments on the certificates), and will equal a rate per annum equal to the administrative fee rate set forth on Annex A-1

		of this free writing prospectus for each mortgage loan (net of the trustee/certificate administrator fee rate and operating advisor fee rate) multiplied by the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan. The master servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers. See “The Servicers—The Master Servicer” and “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this free writing prospectus.

		The Moffett Towers loan combination and the 540 West Madison Street loan combination will be serviced by the master servicer under the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

		The Harmon Corner loan combination will be serviced by Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE5 Mortgage Trust securitization. With respect to the Harmon Corner mortgage loan, that master servicer will be entitled to receive a primary servicing fee under the related pooling and servicing agreement, payable monthly from the Harmon Corner mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Special Servicer	Rialto Capital Advisors, LLC, a Delaware limited liability company, will be responsible for the servicing and administration of the specially serviced loans and REO properties (other than with respect to any non-serviced mortgage loans that are part of loan combinations). See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this free writing prospectus. Rialto Capital Advisors, LLC was appointed to be the special servicer by the initial directing holder. The servicing offices of Rialto Capital Advisors, LLC are located at 730 NW 107th Avenue, Suite 400, Miami, Florida 33172 and its telephone number is (305) 485-2077.

		The Moffett Towers loan combination and the 540 West Madison Street loan combination will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

		The Harmon Corner loan combination will be specially serviced by Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE5 Mortgage Trust securitization. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

		The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

		The special servicing fee will equal 0.25% per annum of the stated principal balance of the related specially serviced loan (including any related serviced companion loan) or REO loan (or mortgage loan or serviced loan combination as to which the related mortgaged property has become an REO property), and will be payable monthly. The special servicing fee for each specially serviced loan (including any related serviced companion loan) will accrue on the same basis as interest accrues on such specially serviced loan.

		The workout fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) which has become a “corrected mortgage loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the good faith judgment of the special servicer). The workout fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan (or serviced loan combination, as applicable) for so long as it remains a corrected mortgage loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal and (2) $1,000,000 in the aggregate with respect to any particular workout of a specially serviced loan.

		A liquidation fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) as to which the special servicer obtains a full or discounted payoff from the related borrower or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described in this free writing prospectus, with respect to any specially serviced loan or REO property as to which the special servicer receives any liquidation proceeds. The liquidation fee for each specially serviced loan (including any serviced companion loan) and REO property will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds and (2) $1,000,000.

		Workout fees and liquidation fees paid by the issuing entity with respect to each mortgage loan or serviced loan combination will be subject to an aggregate cap per mortgage loan or serviced loan combination of $1,000,000 as described in “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation” in this free writing prospectus. Any workout fees or liquidation fees paid to a predecessor or successor special servicer will not be taken into account in determining the cap.

		The special servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers.

		The foregoing compensation to the special servicer may result in shortfalls in payments to certificateholders. See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation” in this free writing prospectus.

		The party acting as special servicer with respect to the Harmon Corner mortgage loan will be entitled to receive similar, though not identical, special servicing compensation, pursuant to the related pooling and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Trustee	Wells Fargo Bank, National Association, a national banking association. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, MD 21045. Following the transfer of the underlying mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record with respect to each mortgage loan transferred to the issuing entity (other than with respect to any non-serviced mortgage loans that are part of loan combinations). In addition (subject to the terms of the pooling and servicing agreement), the trustee will be primarily responsible for back-up advancing. See “The Trustee, Certificate Administrator and Custodian” in this free writing prospectus.

		The mortgagee of record with respect to the Harmon Corner mortgage loan is presently Wells Fargo Bank, National Association, in its capacity as the trustee under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE5 Mortgage Trust securitization. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Certificate Administrator and Custodian	Wells Fargo Bank, National Association, a national banking association. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045, and the office designated for purposes of certificate transfers and exchanges is located at Wells Fargo Center, Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn: COMM 2013-LC6 Mortgage Trust.

		The certificate administrator will be responsible for: (a) distributing payments to certificateholders, (b) delivering or otherwise making available certain reports to certificateholders and (c) in its capacity as 17g-5 information provider, making available certain information to rating agencies in accordance with Rule 17g-5 under the Securities Exchange Act of 1934, as amended. In addition, the certificate administrator will have additional duties with respect to

	tax administration. See “The Trustee, Certificate Administrator and Custodian” in this free writing prospectus.

	The fees of the trustee, custodian and certificate administrator 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 be equal to, in the aggregate, 0.0030% per annum of the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan. The certificate administrator will also be entitled to receive income from investment of funds in certain accounts maintained on behalf of the issuing entity.

Operating Advisor	Park Bridge Lender Services LLC, a New York limited liability company and a wholly-owned subsidiary of Park Bridge Financial LLC.

	With respect to each mortgage loan (other than any non-serviced mortgage loan) or serviced loan combination, at any time during the period when a “Control Termination Event,” as described under “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus, has occurred and is continuing:

	(i)	the special servicer will be required to consult with the operating advisor with regard to certain major decisions with respect to the mortgage loans to the extent described in this free writing prospectus and as set forth under the pooling and servicing agreement;

	(ii)	the operating advisor will be required to review certain operational activities related to specially serviced loans in general on a platform level basis; and

	(iii)	based on the operating advisor’s review of certain information described in this free writing prospectus, the operating advisor will be required to prepare an annual report (if any mortgage loans (other than any non-serviced mortgage loans) or serviced loan combinations were specially serviced during the prior calendar year) to be provided to the trustee, the rating agencies and the certificate administrator (and made available through the certificate administrator’s website) setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a platform-level basis with respect to the resolution and liquidation of specially serviced loans.

	With respect to each mortgage loan (other than any non-serviced mortgage loan) or serviced loan combination, after the occurrence and continuance of a “Consultation Termination Event,” as described under “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus, if the operating advisor determines the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of the special

		servicer as described under “The Servicers—Replacement of the Special Servicer” in this free writing prospectus.

		The operating advisor is entitled to a fee payable on each distribution date, calculated based on the outstanding principal balance of each mortgage loan in the issuing entity (other than any non-serviced mortgage loan) and the operating advisor fee rate described under “The Operating Advisor” in this free writing prospectus, which fee will be calculated on the same accrual basis as the related mortgage loan.

		In addition, if there are no classes of certificates outstanding other than the Class X-C, Class E, Class F, Class G, Class V and Class R certificates, all of the rights and obligations of the operating advisor under the pooling and servicing agreement (other than any rights or obligations that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights that arose out of events that occurred prior to such termination) will terminate without the payment of any termination fee.

		For additional information regarding the responsibilities of the operating advisor, see “The Pooling and Servicing Agreement—The Operating Advisor” and “The Operating Advisor” in this free writing prospectus.

	Significant Obligors	The mortgaged property related to the mortgage loan identified on Annex A-1 to this free writing prospectus as Moffett Towers, representing approximately 11.7% of the outstanding pool balance as of the cut-off date. See “Description of the Mortgage Pool—Significant Mortgage Loans and Significant Obligors” in this free writing prospectus and “Description of the Top 20 Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans—Moffett Towers” in Annex B to this free writing prospectus.

	The Directing Holder	With respect to each mortgage loan or serviced loan combination (other than any non-serviced mortgage loan), the directing holder will be the controlling class certificateholder (or a representative thereof) selected by more than 50% of the controlling class certificateholders, by certificate balance, as determined by the certificate registrar from time to time as provided for in the pooling and servicing agreement. With respect to each mortgage loan that is part of a non-serviced loan combination, the directing holder will be as specified in the definition of “Directing Holder” as set forth in “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus.

		The controlling class is the most subordinate of the Class E, Class F and Class G certificates then outstanding that has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class. No other class of certificates will be eligible to act as the controlling class or appoint a directing holder.

		For so long as at least one of the Class E, Class F and Class G certificates has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class, the directing holder will have certain consent and consultation rights under the pooling and servicing agreement under certain circumstances.

		At any time a “control termination event” has occurred and is continuing (i.e., when no class of the Class E, Class F and Class G certificates has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class), the consent rights of the directing holder will terminate, and the directing holder will retain consultation rights under the pooling and servicing agreement under certain circumstances.

		At any time a “consultation termination event” has occurred and is continuing (i.e., when no class of the Class E, Class F and Class G certificates has an outstanding certificate balance (as reduced by any realized losses (but without regard to appraisal reduction amounts) allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class), all of the rights of the directing holder will terminate. See “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus.

		It is anticipated that an entity controlled by Rialto Real Estate Fund, LP will (i) purchase the Class X-C, Class E, Class F, Class G and Class V certificates and (ii) be the initial directing holder with respect to each mortgage loan and serviced loan combination (other than with respect to any non-serviced mortgage loan).

		In the case of the Moffett Towers loan combination and the 540 West Madison Street loan combination, the holders of the related companion loan will have certain consultation rights with respect to the servicing of the Moffett Towers loan combination and the 540 West Madison Street loan combination described under “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

	Underwriters	Deutsche Bank Securities, Inc., Cantor Fitzgerald & Co., Ladder Capital Securities LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the underwriters. Deutsche Bank Securities Inc. is an affiliate of German American Capital Corporation, a sponsor and mortgage loan seller, and Deutsche Mortgage & Asset Receiving Corporation, the depositor. Cantor Fitzgerald & Co. and CastleOak Securities, L.P. are affiliates of Cantor Commercial Real Estate Lending, L.P., a sponsor and mortgage loan seller. Ladder Capital Securities LLC is an affiliate of Ladder Capital Finance LLC, a sponsor and mortgage loan seller. The underwriters are required to purchase the certificates offered in this free writing prospectus from the depositor (in the amounts to

		be set forth under the heading “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement), subject to certain conditions.

	Affiliates and Other Relationships	All the shares of capital stock of Deutsche Mortgage & Asset Receiving Corporation, which is the depositor, are held by DB U.S. Financial Markets Holding Corporation.

		Cantor Commercial Real Estate Lending, L.P., a sponsor and mortgage loan seller, and Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters, are affiliates of each other.

		Rialto Capital Advisors, LLC, the special servicer, is an affiliate of the entity expected to (i) purchase the Class X-C, Class E, Class F, Class G and Class V certificates and (ii) be appointed the initial directing holder with respect to each mortgage loan (other than with respect to any non-serviced mortgage loan) and serviced loan combination.

		German American Capital Corporation, a sponsor and mortgage loan seller, Deutsche Bank Securities Inc., an underwriter, and Deutsche Mortgage & Asset Receiving Corporation, the depositor, are affiliates of each other.

		Ladder Capital Finance LLC, a sponsor and mortgage loan seller, is an affiliate of Ladder Capital Securities LLC, an underwriter. Ladder Capital Finance LLC is an indirect wholly-owned subsidiary of Ladder Capital Finance Holdings LLLP. Ladder Capital Finance Holdings LLLP will guarantee the performance of Ladder Capital Finance LLC’s obligations to repurchase or replace its respective mortgage loans for material breaches of representations and warranties or material loan document defects under the circumstances described under “The Sponsors, Mortgage Loan Sellers and Originators—Ladder Capital Finance LLC” in this free writing prospectus.

		Deutsche Bank AG, Cayman Islands Branch (an affiliate of German American Capital Corporation, a sponsor and mortgage loan seller, Deutsche Bank Securities Inc., an underwriter, and Deutsche Mortgage & Asset Receiving Corporation, the depositor), Wells Fargo Bank, National Association and certain other third party lenders provide warehouse financing to certain affiliates of Ladder Capital Finance LLC through various repurchase facilities. Ladder Capital Finance Holdings LLLP guarantees certain obligations under those repurchase facilities of the Ladder Capital Finance LLC affiliates that are the primary obligors thereunder. Some or all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor are (or are expected to be prior to the closing date) subject to those repurchase facilities. Proceeds received by Ladder Capital Finance LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties. As of January 11, 2013, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to six (6) of the mortgage loans that Ladder Capital

		Finance LLC will transfer to the depositor, representing approximately 10.5% of the outstanding pool balance as of the cut-off date, and Wells Fargo Bank, National Association is the repurchase agreement counterparty with respect to five (5) of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, representing approximately 8.3% of the outstanding pool balance as of the cut-off date (except that the number and dollar amount of loans subject to each of those repurchase facilities may increase or decrease prior to the issuance of the certificates).

		Deutsche Bank AG, Cayman Islands Branch (an affiliate of Deutsche Mortgage & Asset Receiving Corporation, 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 certain affiliates of Cantor Commercial Real Estate Lending, L.P. through various repurchase facilities. Some or all of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor, are (or are expected to be prior to the closing date) subject to those repurchase facilities. Proceeds received by Cantor Commercial Real Estate Lending, L.P. in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties. As of January 7, 2013, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to six (6) of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor, representing approximately 9.4% of the outstanding pool balance as of the cut-off date (except that the number and dollar amount of loans subject to each of those repurchase facilities may increase or decrease prior to the issuance of the certificates).

		Pursuant to certain interim servicing agreements between German American Capital Corporation and certain of its affiliates, on the one hand, and, Wells Fargo Bank, National Association or Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, either Wells Fargo Bank, National Association or Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by German American Capital Corporation and those affiliates thereof, including, prior to their inclusion in the issuing entity, nine (9) and one (1), respectively, of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 38.1% and 0.6%, respectively, of the outstanding pool balance as of the cut-off date.

		Pursuant to certain interim servicing agreements between Ladder Capital Finance LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Ladder Capital Finance LLC and those affiliates thereof,

		including, prior to their inclusion in the issuing entity, thirty-four (34) of the mortgage loans to be contributed to this securitization by Ladder Capital Finance LLC, representing approximately 30.3% of the outstanding pool balance as of the cut-off date. Wells Fargo Bank, National Association also acts as interim custodian of the loan files for all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor.

		The mortgage loans secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as Holiday Inn Seattle-SeaTac, Venterra at Bradford Pointe and Silveron Office Center, which mortgage loans collectively represent approximately 2.6% of the outstanding pool balance as of the cut-off date, have been interim serviced by KeyCorp Real Estate Capital Markets, Inc., an affiliate of KeyBanc Capital Markets Inc. (one of the underwriters). It is anticipated that, following the initial issuance of the certificates, KeyCorp Real Estate Capital Markets, Inc. will become a subservicer for the master servicer with respect to the Holiday Inn Seattle-SeaTac loan.

		Pursuant to certain interim servicing agreements between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and, Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association, on the other hand, either Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Cantor Commercial Real Estate Lending, L.P. and those affiliates thereof, including, prior to their inclusion in the issuing entity, fourteen (14) and eight (8), respectively, of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 17.9% and 7.4%, respectively, of the outstanding pool balance as of the cut-off date. Wells Fargo Bank, National Association also acts as interim custodian of the loan files for all of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor.

		Ladder Capital Finance LLC, Ladder Capital Securities LLC and Ladder Capital Finance Holdings LLLP are affiliates of the borrowers under nine (9) mortgage loans, which mortgage loans collectively represent 3.4% of the outstanding pool balance as of the cut-off date and are secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as BJ’s – North Dartmouth, MA, BJ’s – Sennett, NY, BJ’s – Tilton, NH, Academy Sports Mt. Juliet, Academy Sports Wichita, Walgreens Palmview, TX, Walgreens Ooltewah, TN, Walgreens Abingdon, VA, and Dollar General – De Leon Springs, respectively. Each of these mortgage loans were originated by Ladder Capital Finance LLC or an affiliate thereof and will be transferred to the depositor by Ladder Capital Finance LLC.

		Ladder Capital Finance LLC or an affiliate thereof is the current holder of mezzanine loans secured by direct or indirect equity interests in the respective borrowers under the mortgage loans secured by the mortgaged properties identified on Annex A-1 to

			this free writing prospectus as Innisfree Pensacola Beach Hotel Portfolio and San Pedro Crossing, representing 4.6% and 1.2%, respectively, of the outstanding pool balance as of the cut-off date, which mezzanine loans are described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing” in this free writing prospectus.

			Midland Loan Services, a Division of PNC 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 mortgage loans related to the CCRE Strips in the future.

			Midland Loan Services, a Division of PNC Bank, National Association, is acting as master servicer and also acts as the master servicer and the special servicer of the Harmon Corner loan combination under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE5 Mortgage Trust securitization.

			Wells Fargo Bank, National Association is acting as the trustee, the certificate administrator and custodian and also acts as trustee, the certificate administrator and custodian under the pooling and servicing agreement entered into in connection with the COMM 2012-CCRE5 Mortgage Trust securitization, which includes the Harmon Corner pari passu companion loan.

			Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Bank of America, NA, which is the largest tenant (representing approximately 68.7% of the net rentable area) at the mortgaged property securing the mortgage loan identified as 540 West Madison Street on Annex A-1 to this free writing prospectus, which mortgage loan represents approximately 9.0% of the outstanding pool balance as of the cut-off date.

			These roles and other potential relationships may give rise to conflicts of interest as further described under “Risk Factors—Risks Related to Conflicts of Interest” in this free writing prospectus.

	SIGNIFICANT DATES, PERIODS AND EVENTS

	Cut-off Date		With respect to each mortgage loan, the later of the related due date of such mortgage loan in January 2013 and the date of origination of each mortgage loan.

	Closing Date		On or about January 30, 2013.

	Distribution Date		The fourth business day following the determination date in each month, commencing in February 2013. The initial distribution date will be February 12, 2013.

	Record Date		With respect to any distribution date, the close of business on the last business day of the preceding month.

Determination Date	The sixth day of each month, or if such sixth day is not a business day, the following business day, commencing in February 2013.

Collection Period	With respect to any distribution date, the period that begins immediately following the determination date in the calendar month preceding the month in which that distribution date occurs (or, in the case of the initial distribution date, immediately following the cut-off date) and ends on the determination date in the calendar month in which that distribution date occurs.

Interest Accrual Period	With respect to any distribution date and each class of certificates (other than the Class V, Class LR and Class R certificates), the calendar month immediately preceding the month in which the distribution date occurs. Calculations of interest due in respect of each class of certificates (other than the Class V, Class LR and Class R certificates) will be made on the basis of a 360-day year consisting of twelve 30-day months.

CERTIFICATES OFFERED

General	The depositor is offering hereby the following classes of COMM 2013-LC6 Commercial Mortgage Pass-Through Certificates:

	●	Class A-1

	●	Class A-2

	●	Class A-SB

	●	Class A-3

	●	Class A-4

	●	Class X-A

	●	Class A-M

	●	Class B

	●	Class C

	The trust to be created by the depositor will consist of a total of 18 classes, the following of which are not being offered through this free writing prospectus and the attached prospectus: Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class V, Class R and Class LR.

	The certificates will represent beneficial ownership interests in the issuing entity. The issuing entity’s assets will primarily consist of seventy (70) fixed-rate mortgage loans. The mortgage loans are secured by first liens on ninety-nine (99) commercial, multifamily and manufactured housing community properties.

Certificate Balances	The offered certificates have the approximate initial certificate balances or notional balances, as applicable, set forth below, subject to a permitted variance of plus or minus 5.0%.

	Class A-1		$	93,810,000
	Class A-2		$	288,944,000
	Class A-SB		$	116,999,000
	Class A-3		$	140,000,000
	Class A-4		$	404,822,000
	Class X-A		$	1,178,878,000
	Class A-M		$	134,303,000
	Class B		$	91,400,000
	Class C		$	55,960,000

	The certificates that are not offered in this free writing prospectus (other than the Class V, Class R and Class LR certificates) will have the initial certificate balances or notional balance, as applicable, as set forth under “Executive Summary—Certificates” in this free writing prospectus.

	The Class X-A, Class X-B and Class X-C certificates will not have principal balances or entitle their holders to distributions of principal. The Class X-A, Class X-B and Class X-C certificates will represent the right to receive distributions of interest accrued as described in this free writing prospectus on their respective notional balance.

	The notional balance of the Class X-A certificates will equal the aggregate certificate balance of each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M certificates outstanding from time to time. The total initial notional balance of the Class X-A certificates will be approximately $1,178,878,000.

	The notional balance of the Class X-B certificates will equal the aggregate certificate balance of each of the Class B and Class C certificates outstanding from time to time. The total initial notional balance of the Class X-B certificates will be approximately $147,360,000.

	The notional balance of the Class X-C certificates will equal the aggregate certificate balance of each of the Class E, Class F and Class G certificates outstanding from time to time. The total initial notional balance of the Class X-C certificates will be approximately $104,458,024.

Pass-Through Rates	Each class of certificates (other than the Class V, Class R and Class LR certificates) will accrue interest at an annual rate called a pass-through rate which is set forth or otherwise described below:

	●	The respective pass-through rates applicable to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G certificates will equal one of (i) a fixed per annum rate, (ii) the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the

				basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) a rate equal to the lesser of a specified pass-through rate and the rate specified in clause (ii), or (iv) the rate specified in clause (ii), less a specified rate.

			●	The pass-through rate for the initial distribution date applicable to the (i) Class X-A certificates will equal approximately % per annum, (ii) Class X-B certificates will equal approximately % per annum and (iii) Class X-C certificates will equal approximately % per annum.

			●	The pass-through rate for each of the Class X-A, Class X-B and Class X-C certificates for any distribution date will equal the weighted average of the respective strip rates, which we refer to as Class X-A strip rates, Class X-B strip rates and Class X-C strip rates, respectively, at which interest accrues from time to time on the respective components of the notional balance of the Class X-A certificates, Class X-B certificates and Class X-C certificates, respectively, outstanding immediately prior to the related distribution date, with the relevant weighting to be done based upon the relative sizes of those components. Each of the components of the Class X-A certificates will have a component notional balance that corresponds to the certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 or Class A-M certificates, respectively. Each of the components of the Class X-B certificates will have a component notional balance that corresponds to the certificate balance of the Class B or Class C certificates, respectively. Each of the components of the Class X-C certificates will have a component notional balance that corresponds to the certificate balance of the Class E, Class F or Class G certificates, respectively. For purposes of the accrual of interest on the Class X-A, Class X-B and Class X-C certificates for each distribution date, the applicable Class X-A strip rate, Class X-B strip rate or Class X-C strip rate, as applicable, with respect to each such component for each such interest accrual period will equal the excess, if any, of (a) the weighted average of the net interest rates on the mortgage loans for such interest accrual period (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate in effect during such interest accrual period for the class of certificates corresponding to such component.

			●	For a more detailed discussion of the Class X-A strip rates, the Class X-B strip rates, the Class X-C strip rates and the pass-through rates applicable to the Class X-A, Class X-B and Class X-C certificates, see “Description of the Offered Certificates—Distributions” in this free writing prospectus.

	●	The Class V, Class R and Class LR certificates will not have pass-through rates. See “Description of the Offered Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this free writing prospectus.

	See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

Assumed Final Distribution Date; Rated Final Distribution Date	The assumed final distribution dates of the offered certificates are set forth below. Such dates were calculated based on numerous assumptions as described in this free writing prospectus under “Description of the Offered Certificates—Distributions—Assumed Final Distribution Date.” Accordingly, if those assumptions prove to be inaccurate, the actual final distribution date for one or more classes of the offered certificates may be earlier or later, and could be substantially earlier or later, than the related assumed final distribution date(s).

	Class			Assumed Final Distribution Date
	Class A-1			November 2017
	Class A-2			January 2018
	Class A-SB			August 2022
	Class A-3			November 2022
	Class A-4			December 2022
	Class X-A			January 2023
	Class A-M			January 2023
	Class B			January 2023
	Class C			January 2023

	The “Rated Final Distribution Date” of the certificates will be the distribution date in January 2046.

Distributions	On each distribution date, you will be entitled to receive interest and principal distributions in respect each class of certificates, other than the Class V, Class R and Class LR certificates, from available funds in an amount equal to your certificate’s interest and/or principal entitlement, subject to:

		(i)	payment of the respective interest entitlement for any class of certificates having a higher payment priority, except in respect of the distribution of interest among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B and Class X-C certificates, which will have the same senior priority, and

		(ii)	if applicable, payment of the respective principal entitlement for such distribution date to outstanding classes of certificates having a higher payment priority; provided, that the Class A-SB certificates have certain priority with respect to reducing the principal balance of those certificates to their planned principal balance, as described in this free writing prospectus.

			A description of the principal and interest entitlement of each class of certificates offered in this free writing prospectus for each distribution date can be found in “Description of the Offered Certificates—Distributions—Method, Timing and Amount,” “—Payment Priorities” and “Fees and Expenses—Distribution of Available Funds” in this free writing prospectus.

			The Class V certificates will not be entitled to distributions of interest or principal other than excess interest accruing on an anticipated repayment date loan.

			The Class X-A, Class X-B and Class X-C certificates will not be entitled to any distributions of principal.

			The Class LR and Class R certificates will not be entitled to distributions of interest or principal.

	Prepayment Premiums;
	Yield Maintenance Charges		Prepayment premiums and yield maintenance charges will be allocated as described in “Description of the Offered Certificates—Distributions—Prepayment Premiums and Yield Maintenance Charges” in this free writing prospectus.

	Prepayment and Yield
	Considerations		The yield to investors will be sensitive to the timing of prepayments, repurchases or purchases of mortgage loans and the magnitude of losses on the mortgage loans due to liquidations. The yield to maturity on each class of certificates offered in this free writing prospectus will be sensitive to the rate and timing of principal payments (including both voluntary and involuntary prepayments, defaults and liquidations) on the mortgage loans and payments with respect to repurchases thereof that are applied in reduction of the certificate balance of that class. See “Risk Factors—Risks Related to the Offered Certificates,” “—Risks Related to Prepayments and Repurchases of Mortgage Loans”, “—Yield Considerations” and “Yield and Maturity Considerations” in this free writing prospectus and “Yield and Maturity Considerations” in the attached prospectus.

Subordination; Allocation of
Losses and Certain Expenses	The chart below illustrates the manner in which the rights of various classes (other than the Class V, the Class R and the Class LR certificates) will be senior to the rights of other classes. This subordination will be effected in two ways: (i) entitlement to receive principal and interest on any distribution date is in descending order and (ii) mortgage loan losses are allocated in ascending order. However, no principal payments or principal losses will be allocated to the Class X-A, Class X-B or Class X-C certificates, although mortgage loan losses that reduce the certificate balance of a class of certificates comprising a component of the notional balance of any of the Class X-A, Class X-B or Class X-C certificates will reduce the notional balances of the Class X-A, Class X-B or Class X-C certificates and, therefore, the amount of interest those classes accrue.

				Class A-1, Class A-2, Class A-SB(1), Class A-3, Class A-4, Class X-A(2), Class X-B(2) and Class X-C(2) certificates

				Class A-M certificates

				Class B certificates

				Class C certificates

				Class D certificates

				Class E certificates

				Class F certificates

				Class G certificates



		(1)	The Class A-SB Certificates have certain priority with respect to reducing the principal balance of those certificates to their planned principal balance, as described in this free writing prospectus.

		(2)	The Class X-A, Class X-B and Class X-C certificates are interest-only certificates.

	No other form of credit enhancement will be available for the benefit of the holders of the certificates offered in this free writing prospectus.

	In certain circumstances, shortfalls in mortgage loan interest that are the result of the timing of prepayments and that are in excess of the sum of (x) all or a portion of the servicing fee payable to the master servicer and (y) the amount of mortgage loan interest (exclusive of excess interest and the CCRE Strips) that accrues and is collected with respect to any principal prepayment that is made after the date on which interest is due will be allocated to, and be deemed distributed to, each class of certificates (other than the Class V, Class R and Class LR certificates), pro rata, based upon amounts distributable in respect of interest to each class. See “Description of the Offered Certificates—Distributions—Prepayment Interest Shortfalls” in this free writing prospectus.

Shortfalls in Mortgage
Pool Available Funds	The following types of shortfalls in available funds will be allocated in the same manner as mortgage loan losses:

	●	shortfalls resulting from additional servicing compensation which the master servicer or the special servicer is entitled to receive;

	●	shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by default interest and late payment fees paid by the related borrower that are not paid to the master servicer or the special servicer as compensation);

	●	shortfalls resulting from unanticipated expenses of the issuing entity (including, but not limited to, expenses relating to environmental assessments, appraisals, any administrative or judicial proceeding, management of REO properties, maintenance of insurance policies, and permissible indemnification); and

	●	shortfalls resulting from a reduction of a mortgage loan’s interest rate by a bankruptcy court or from other unanticipated or default-related expenses of the issuing entity.

Advances

A. General	The master servicer is required to advance delinquent monthly payments on a mortgage loan if the master servicer determines that the advance (and interest on that advance) will be recoverable from proceeds of the related mortgage loan. A principal and interest advance will generally equal the delinquent portion of the monthly payment (other than a final “balloon” payment that may be due at the related maturity). The master servicer will not be required to advance interest in excess of a mortgage loan’s regular interest rate (i.e., not including any default rate or any excess interest accruing on an anticipated repayment date loan). The master servicer is also not required to advance, among other things, prepayment premiums or yield maintenance charges, or balloon payments. If an advance is made, the master servicer will defer (rather than advance) its servicing fees, but will advance the trustee/certificate administrator’s fees and the operating advisor’s fees. Neither the master servicer nor the trustee will be required to make a principal and interest advance on any companion loan. In addition, neither the master servicer nor the trustee will make an advance if the special servicer determines that such advance is not recoverable from proceeds of the related mortgage loan.

	If a borrower fails to pay amounts due on the maturity date of the related mortgage loan, the master servicer will be required, on and after such date and until final liquidation of that mortgage loan, to advance only an amount equal to the interest (at the mortgage loan’s regular interest rate, as described above) and principal portion of the monthly payment due immediately prior to the maturity date, as may be reduced by applicable appraisal reduction events as described in this free writing prospectus, subject to a recoverability determination. With respect to each mortgage loan or serviced loan combination, the master servicer will also be obligated (subject to the limitations described in this

		free writing prospectus and except with respect to any non-serviced mortgage loans, with respect to which advances will be made as described under “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus (see also “Description of the Mortgage Pool—Loan Combinations—The Harmon Corner Loan Combination—Advancing”)) to make advances to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of the related mortgage, enforce the terms of the mortgage loan (or serviced loan combination) or to protect, manage and maintain each related mortgaged property. The master servicer will not be required to make an advance to the extent that it has received written notice that the special servicer determines that such advance would not be ultimately recoverable from collections on the related mortgage loan.

		If the master servicer fails to make any required advance, the trustee will be required to make the advance. The obligation of the master servicer and the trustee to make an advance will also be subject to a determination of non-recoverability. The trustee will be entitled to conclusively rely on the determination of non-recoverability made by the master servicer or the special servicer. With respect to any non-serviced loan combination, the master servicer will be entitled to conclusively rely on any determination of non-recoverability made by the servicer of a pari passu companion loan.

		Principal and interest advances are intended to maintain a regular flow of scheduled interest and principal payments to the certificateholders and are not intended to guarantee or insure against losses. Generally, advances that cannot be reimbursed out of collections on, or in respect of, the related mortgage loans will be reimbursed directly from any other collections on the mortgage loans as provided in this free writing prospectus and thus will cause losses to be borne by certificateholders in the priority specified in this free writing prospectus. The master servicer and the trustee will be entitled to interest on any advances made. This interest will accrue at the rate and is payable under the circumstances described in this free writing prospectus. Interest accrued on outstanding advances may result in reductions in amounts otherwise available for payment on the certificates.

		See “The Pooling and Servicing Agreement—Advances” in this free writing prospectus.

B.	Appraisal Reduction Event	Certain adverse events affecting a mortgage loan (other than a non-serviced mortgage loan) or any serviced loan combination, called appraisal reduction events, will require the special servicer to obtain a new appraisal (or, with respect to mortgage loans or serviced loan combinations having a principal balance under $2,000,000, at the special servicer’s option, an estimate of value prepared by the special servicer or an appraisal of the related mortgaged property). Based on the appraised value in such appraisal, it may be necessary to calculate an appraisal reduction amount. The amount of interest required to be advanced in

		respect of a mortgage loan that has been subject to an appraisal reduction event will equal the product of (a) the amount that would be required to be advanced without giving effect to such appraisal reduction event and (b) a fraction, the numerator of which is the stated principal balance of the mortgage loan less any appraisal reduction amounts allocable to such mortgage loan and the denominator of which is the stated principal balance. Due to the payment priorities described above, this will reduce the funds available to pay interest on the most subordinate class or classes of certificates then outstanding.

		The Harmon Corner mortgage loan will be subject to provisions in the applicable pooling and servicing agreement under which it is serviced relating to appraisal reductions that are substantially similar but not identical to the provisions set forth above. The existence of an appraisal reduction in respect of the Harmon Corner mortgage loan will proportionately reduce the master servicer’s or the trustee’s obligation to make principal and interest advances on such mortgage loan under the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

THE MORTGAGE POOL

Characteristics of the Mortgage Pool

A.	General	For a more complete description of the mortgage loans, see the following sections in this free writing prospectus:

		●	Description of the Mortgage Pool;

		●	Annex A-1 (Certain Characteristics of the Mortgage Loans);

		●	Annex A-2 (Certain Pool Characteristics of the Mortgage Loans and Mortgaged Properties); and

		●	Annex B (Description of the Top 20 Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans).

		All numerical information provided in this free writing prospectus with respect to the mortgage loans is approximate. All weighted average information regarding the mortgage loans reflects weighting of the mortgage loans by their respective principal balances as of the cut-off date. For purposes of calculating the respective outstanding principal balances of the mortgage loans as of the cut-off date, it was assumed that all scheduled payments of principal due with respect to the mortgage loans on the cut-off date are timely made.

		When information with respect to mortgaged properties is presented as of the cut-off date and is expressed as a percentage of the initial outstanding pool balance, the percentages are based upon the outstanding principal balance as of the cut-off date of the related mortgage loan or allocated asset amount attributed to such mortgaged property.

With respect to the Moffett Towers mortgage loan, the 540 West Madison Street mortgage loan and Harmon Corner mortgage loan, each of which is secured by a mortgaged property that also secures 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 loans 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.

The information in the following chart is presented as of the cut-off date, unless otherwise indicated. The information contained in the footnotes to the chart below is applicable throughout this free writing prospectus, unless otherwise indicated.

		All Mortgage Loans
Number of Mortgage Loans		70
Number of Mortgaged Properties		99
Number of Balloon Mortgage Loans(1)		43
Number of Partial Interest-Only Mortgage Loans(2)		12
Number of Interest-Only Mortgage Loans(3)		14
Number of Fully-Amortizing Mortgage Loans(4)		1
Aggregate Principal Balance		$1,492,251,025
Range of Mortgage Loan Principal Balances
Minimum Mortgage Loan Balance		$801,000
Maximum Mortgage Loan Balance		$175,000,000
Average Mortgage Loan Principal Balance		$21,317,872
Range of Mortgage Rates
Minimum Mortgage Rate		3.6700%
Maximum Mortgage Rate		5.9180%
Weighted Average Mortgage Rate		4.3248%
Range of Remaining Terms to Maturity(5)
Minimum Remaining Term(5)		59 months
Maximum Remaining Term(5)		144 months
Weighted Average Remaining Terms to Maturity(5)		108 months
Range of Remaining Amortization Terms(6)
Minimum Remaining Amortization Term(6)		119 months
Maximum Remaining Amortization Term(6)		360 months
Weighted Average Remaining Amortization Term(6)		345 months
Range of Cut-off Date Loan-to-Value Ratios(7)
Minimum Cut-off Date Loan-to-Value Ratio(7)		37.5%
Maximum Cut-off Date Loan-to-Value Ratio(7)		76.1%
Weighted Average Cut-off Date Loan-to-Value Ratio(7)		60.7%
Range of U/W NCF Debt Service Coverage Ratios(7)(8)
Minimum U/W NCF Debt Service Coverage Ratio(7)(8)		1.01x
Maximum U/W NCF Debt Service Coverage Ratio(7)(8)		3.33x
Weighted Average U/W NCF Debt Service Coverage Ratio(7)(8)		1.83x
Range of U/W NOI Debt Yields(7)
Minimum U/W NOI Debt Yield(7)		8.2%
Maximum U/W NOI Debt Yield(7)		19.2%
Weighted Average U/W NOI Debt Yield(7)		11.0%


(1)	Does not include interest-only mortgage loans or partial interest-only mortgage loans. Includes 3 anticipated repayment date mortgage loans, representing approximately 4.1% of the outstanding pool balance as of the cut-off date.

(2)	Includes twelve (12) mortgage loans, representing approximately 26.1% of the outstanding pool balance as of the cut-off date, which pay interest only for a portion of their term. The interest-only period for such mortgage loans ranges from 11 months to 60 months following the cut-off date.

(3)	Includes four (4) mortgage loans, representing approximately 13.7% of the outstanding pool balance as of the cut-off date, which pay interest only through their respective maturity dates. Includes ten (10) mortgage loans, representing approximately 4.2% of the outstanding pool balance as of the cut-off date, which pay interest only through their respective anticipated repayment dates.

(4)	Includes all mortgage loans that amortize in full or substantially in full by maturity, other than mortgage loans with anticipated repayment dates.

(5)	Calculated with respect to an anticipated repayment date for thirteen (13) mortgage loans, representing approximately 8.3% of the outstanding pool balance as of the cut-off date.

(6)	Excludes fourteen (14) mortgage loans, representing approximately 17.8% of the outstanding pool balance as of the cut-off date, which pay interest-only until their respective maturity dates or anticipated repayment dates.

(7)	In the case of three (3) mortgage loans, collectively representing approximately 23.1% 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 loans 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. In the case of a group of cross-collateralized and cross-defaulted mortgage loans, the debt service coverage ratios, loan-to-value ratios and debt yields for such mortgage loans have been calculated on an aggregate basis unless otherwise specifically indicated.

		(8)	Annual debt service, monthly debt service and the debt service coverage ratios are calculated using the average of the principal and interest payments for the first twelve payment periods of the mortgage loan following 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 its anticipated repayment date, as applicable, such items are calculated based on the interest payments scheduled to be due on the first due date following the cut-off date and the 11 due dates thereafter for such mortgage loan, (ii) in the case of a mortgage loan that provides for an initial interest-only period that ends prior to maturity or its anticipated repayment date, as applicable, and provides for scheduled amortization payments thereafter, such items are calculated based on the monthly payment of principal and interest payable immediately following the expiration of the interest-only period, and (iii) in the case of a mortgage loan with one or more related pari passu companion loans, annual debt service is calculated inclusive of such pari passu companion loans.

B.	The Loan Combinations		The mortgaged properties securing the mortgage loans identified as Moffett Towers, 540 West Madison Street and Harmon Corner on Annex A-1 to this free writing prospectus also secure one or more companion loans that are not included in the mortgage pool.

			The mortgaged property identified as Moffett Towers on Annex A-1 to this free writing prospectus secures (1) a mortgage loan (referred to in this free writing prospectus as the “Moffett Towers mortgage loan”) with an outstanding principal balance as of the cut-off date of $175,000,000, representing approximately 11.7% of the outstanding pool balance as of the cut-off date, and (2) two (2) companion loans with an outstanding principal balance as of the cut-off date of $120,000,000 and $40,000,000, which are currently held by German American Capital Corporation. The Moffett Towers mortgage loan and the related companion loans are pari passu in right of payment and are collectively referred to in this free writing prospectus as the “Moffett Towers loan combination,” a “loan combination” and a “serviced loan combination”. Each of the Moffett Towers companion loans may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). For additional information regarding the Moffett Towers loan combination, see “Description of the Mortgage Pool—Loan Combinations—The Moffett Towers Loan Combination” in this free writing prospectus.

			The mortgaged property identified as 540 West Madison Street on Annex A-1 to this free writing prospectus secures (1) a mortgage loan (referred to in this free writing prospectus as the “540 West Madison Street mortgage loan”) with an outstanding principal balance as of the cut-off date of $135,000,000, representing approximately 9.0% of the outstanding pool balance as of the cut-off date, and (2) a companion loan with an outstanding principal balance as of the cut-off date of $100,000,000, which is currently held by German American Capital Corporation. The 540 West Madison Street mortgage loan and the related companion loan are pari passu in right of payment and are collectively referred to in this free writing prospectus as the “540 West Madison Street loan combination,” a “loan combination” and a “serviced loan combination”. The 540 West Madison Street companion loan may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). For additional information regarding the 540 West Madison Street loan combination, see “Description of the Mortgage Pool—Loan Combinations—The 540 West Madison Street Loan Combination” in this free writing prospectus.

		The mortgaged property identified as Harmon Corner on Annex A-1 to this free writing prospectus secures (1) a mortgage loan (referred to in this free writing prospectus as the “Harmon Corner mortgage loan”) with an outstanding principal balance as of the cut-off date of $34,906,374, representing approximately 2.3% of the outstanding pool balance as of the cut-off date, and (2) a companion loan with an outstanding principal balance as of the cut-off date of $74,799,373, which has been included in the COMM 2012-CCRE5 Mortgage Trust securitization. The Harmon Corner mortgage loan and the related companion loan are pari passu in right of payment and are collectively referred to in this free writing prospectus as the “Harmon Corner loan combination” and a “non-serviced loan combination”. For additional information regarding the Harmon Corner loan combination, see “Description of the Mortgage Pool—Loan Combinations—The Harmon Corner Loan Combination” in this free writing prospectus.

C.	ARD Loans	The mortgage loans identified on Annex A-1 to this free writing prospectus as an “ARD” loan provides that if the subject mortgage loan is not paid in full as of a specified date, referred to herein as an “anticipated repayment date” or “ARD” then (i) the non-default rate at which interest accrues will increase, (ii) payment of the additional interest that accrues as a result of such increase in interest rate, together with compound interest thereon (to the extent permitted by applicable law), will be deferred until the principal balance of the subject mortgage loan is paid in full, and (iii) all excess cash flow generated by the related mortgaged property each month that remains after the payment of scheduled debt service and escrows and property expenses will be applied to pay down principal of the subject mortgage loan. Failure to pay the principal amount of such mortgage loan on its anticipated repayment date will not constitute an event of default.

D.	Security for the Mortgage Loans	All of the mortgage loans will consist of mortgage loans secured by first liens on mortgaged properties.

E.	Non-recourse	Substantially all of the mortgage loans are or should be considered non-recourse obligations. No mortgage loan will be insured or guaranteed by any governmental entity or private insurer, or by any other person.