Unassociated Document

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

B-2

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	The Related Companies, L.P.
Borrower:	Gateway Center Properties Phase II Owner, LLC
Original Balance(1):	$120,000,000
Cut-off Date Balance(1):	$120,000,000
% by Initial UPB:	10.1%
Interest Rate:	4.2770%
Payment Date:	6th of each month
First Payment Date:	October 6, 2014
Maturity Date:	September 6, 2024
Amortization:	Interest Only
Additional Debt:	Future mezzanine debt permitted
Call Protection(2):	L(25), D(90), O(5)
Lockbox / Cash Management:	Hard / In Place

Reserves(3)
	Initial	Monthly
Taxes:	$0	Springing
Insurance:	$0	Springing
Replacement:	$0	Springing
TI/LC:	$0	Springing
CapEx:	$18,087,509	NAP
Upfront Rollover:	$10,025,448	NAP
Rent Concession:	$2,680,329	NAP

Financial Information(4)
Cut-off Date Balance / Sq. Ft.:	$498
Balloon Balance / Sq. Ft.:	$498
Cut-off Date LTV(5):	66.5%
Balloon LTV(5):	66.5%
Underwritten NOI DSCR(6):	1.81x
Underwritten NCF DSCR(6):	1.75x
Underwritten NOI Debt Yield:	7.8%
Underwritten NCF Debt Yield:	7.6%
Underwritten NOI Debt Yield at Balloon:	7.8%
Underwritten NCF Debt Yield at Balloon:	7.6%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Brooklyn, NY
Year Built / Renovated:	2014 / NAP
Total Sq. Ft.:	602,164
Property Management:	Related Gateway Phase II, LLC
Underwritten NOI:	$23,538,009
Underwritten NCF:	$22,771,407
“As Completed” Appraised Value(5):	$451,000,000
“As Completed” Appraisal Date(5):	October 1, 2014

Historical NOI(7)
Most Recent NOI:	NAP
2013 NOI:	NAP
2012 NOI:	NAP
2011 NOI:	NAP
2010 NOI:	NAP
2009 NOI:	NAP

Historical Occupancy(7)
Most Recent Occupancy:	99.5% (September 9, 2014)
2013 Occupancy:	NAP
2012 Occupancy:	NAP
2011 Occupancy:	NAP
2010 Occupancy:	NAP
2009 Occupancy:	NAP

(1)

The Gateway Center Phase II Loan Combination is evidenced by three pari passu notes in the aggregate original principal amount of $300.0 million. The controlling note A-1, with an Original Balance and Cut-off Date Balance of $120.0 million, will be included in the trust. The pari passu companion loans are comprised of the non-controlling Note A-2 with a Cut-off Date Balance of $75.0 million and the non-controlling Note A-3 with a Cut-off Date Balance of $105.0 million. For additional information on the pari passu companion loans, see “The Loan” herein.

(2)

The lockout period will be at least 25 payments beginning with and including the first payment date of October 6, 2014. Defeasance of the full $300.0 million Gateway Center Phase II Loan Combination is permitted after the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu companion loan to be securitized and (ii) August 14, 2017.

(3)	See “Initial Reserves” and “Ongoing Reserves” herein.

(4)	DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Gateway Center Phase II Loan Combination.

(5)

Cut-off Date LTV and Balloon LTV are based on the “As Completed” Appraised Value, which assumes the remaining construction costs have been completed. At closing, $18,087,509 was reserved for construction costs. Based on the Gateway Center Phase II Loan Combination amount of $300.0 million and the “As-is” appraised value of $443.0 million, the “As-is” Cut-off LTV and “As-is” Balloon LTV are both 67.7%.

(6)	Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on a 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR would be 1.32x and 1.28x, respectively.

(7)	The Gateway Center Phase II Property was opened in 2014, as such, Historical NOI and Historical Occupancy are not available.

B-3

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Tenant Summary(1)
Tenant Mix	Ratings (Fitch/Moody’s/S&P)(2)	Total Sq. Ft.	% of Total Collateral Sq. Ft.	Lease Expiration	Annual UW Base Rent PSF	Total Sales (000s)(3)	Sales PSF(3)	Occupancy Cost (% of Sales)(3)

Anchor Tenants
JC Penney(4)	CCC/Caa1/CCC+	124,168	20.6%	8/17/2034	$9.35	NAP	NAP	NAP
ShopRite	NR/NR/NR	89,774	14.9%	8/22/2034	$27.50	NAP	NAP	NAP
Burlington Coat Factory	NR/NR/B	73,864	12.3%	8/24/2029	$34.00	NAP	NAP	NAP
Subtotal		287,806	47.8%		$21.34

Major Tenants (≥ 10,000 sq. ft.)
Sports Authority	NR/NR/NR	33,593	5.6%	10/7/2026	$34.50	NAP	NAP	NAP
TJ Maxx	NR/A3/A+	32,922	5.5%	8/21/2024	$40.00	NAP	NAP	NAP
Nordstrom Rack	A-/Baa1/A-	32,697	5.4%	10/6/2024	$40.00	NAP	NAP	NAP
Raymour & Flanigan	NR/NR/NR	31,479	5.2%	7/23/2027	$46.00	NAP	NAP	NAP
Michaels	B/NR/NR	22,516	3.7%	8/12/2024	$50.00	NAP	NAP	NAP
Subtotal Major Tenants		153,207	25.4%		$41.50
Remaining Major Tenants		71,606	11.9%		$58.79	NAP	NAP	NAP
Total Major Tenants		224,813	37.3%		$47.00
In-line Tenants (<10,000 sq. ft.)(5)		64,154	10.7%		$94.52	NAP	NAP	NAP
Total In-line Tenants		288,967	48.0%		$57.55

Restaurant / Food Court		22,319	3.7%		$71.90	NAP	NAP	NAP
Total Occupied Collateral		599,092	99.5%		$40.69

Vacant		3,072	0.5%
Total		602,164	100.0%

(1)	Based on rent roll as of September 9, 2014.
(2)	Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(3)	No sales figures are available, as the first tenant to open for business was in July 2014.
(4)	JC Penney owns the improvements and leases the land from the borrower.
(5)	In-line Tenants include New York & Co, AT&T and GameStop (totaling 10,870 sq. ft. in the aggregate) which have provided letters of intent (“LOI”) for their respective space.

B-4

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Lease Rollover Schedule(1)(2)
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 PSF	% 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%
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	1	1,870	0.3%	1,870	0.3%	$102.09	0.8%	0.8%
2020	1	1,332	0.2%	3,202	0.5%	$105.00	0.6%	1.4%
2021	0	0	0.0%	3,202	0.5%	$0.00	0.0%	1.4%
2022	1	4,041	0.7%	7,243	1.2%	$100.00	1.7%	3.0%
2023	0	0	0.0%	7,243	1.2%	$0.00	0.0%	3.0%
2024	15	166,118	27.6%	173,361	28.8%	$57.60	39.3%	42.3%
2025	3	17,376	2.9%	190,737	31.7%	$87.65	6.2%	48.5%
Thereafter	12	408,355	67.8%	599,092	99.5%	$30.73	51.5%	100.0%
Vacant	NAP	3,072	0.5%	602,164	100.0%	NAP	NAP
Total / Wtd. Avg.	33	602,164	100.0%			$40.69	100.0%

(1)	Based on rent roll as of September 9, 2014.
(2)	Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.

The Loan. The Gateway Center Phase II loan (the “Gateway Center Phase II Loan”) consists of the controlling Note A-1 with a Cut-off Date Balance of $120.0 million of a fixed rate whole loan in the aggregate original principal amount of $300.0 million (the “Gateway Center Phase II Loan Combination”). The Gateway Center Phase II Loan Combination is secured by the borrower’s fee simple interest in a 602,164 square foot, one and two-level, anchored retail power center located at 550 Gateway Drive in Brooklyn, New York (the “Gateway Center Phase II Property”). The Gateway Center Phase II Loan Combination was co-originated by German American Capital Corporation (“GACC”) and Wells Fargo Bank, National Association (“WFB”) and is evidenced by three pari passu notes. Only the controlling Note A-1, with an aggregate Cut-off Date Balance of $120.0 million, will be included in the COMM 2014-CCRE20 mortgage trust. The non-controlling Note A-2 with a Cut-off Date Balance of $75,000,000 is currently held by WFB and it is expected to be contributed to a future securitization. The non-controlling Note A-3 with a Cut-off Date Balance of $105,000,000 is currently held by GACC and it is expected to be contributed to a future securitization. The Gateway Center Phase II Loan Combination has a 10-year term and pays interest-only throughout the term at a fixed rate equal to 4.2770%.

The proceeds of the Gateway Center Phase II Loan Combination were used to retire existing debt of approximately $230.1 million, fund reserves of approximately $30.8 million, pay closing costs of approximately $3.8 million and give the borrower a return of equity of approximately $35.3 million.

The Gateway Center Phase II Property is anchored by JC Penney, ShopRite and Burlington Coat Factory. Based on the “As Completed” appraised value of $451.0 million as of October 1, 2014, the cut-off date LTV of the Gateway Center Phase II Loan Combination is 66.5% and the remaining implied equity is $151.0 million. The most recent prior financing of the Gateway Center Phase II Property was not included in a securitization; however, Gateway Center Phase I (not part of the collateral), which is adjacent to the Gateway Center Phase II Property and also owned and developed by the sponsor, was securitized in UBSBB 2013-C6.

Loan Combination Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$120,000,000	$120,000,000	COMM 2014-CCRE20	Yes
Note A-2	$75,000,000	$75,000,000	WFB	No
Note A-3	$105,000,000	$105,000,000	GACC	No
Total	$300,000,000	$300,000,000

B-5

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$300,000,000	100.0%	Existing Debt	$230,144,582	76.7%
			CapEx Reserve	$18,087,509	6.0%
			Upfront Rollover Reserve	$10,025,448	3.3%
			Rent Concession Reserve	$2,680,329	0.9%
			Closing Costs	$3,787,862	1.3%
			Return of Equity to Sponsor	$35,274,271	11.8%
Total Sources	$300,000,000	100.0%	Total Uses	$300,000,000	100.0%

The Borrower / Sponsor. The borrower, Gateway Center Properties Phase II Owner, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent managers in its organizational structure. The sponsor of the borrower and non-recourse carve-out guarantor is The Related Companies, L.P. (“Related”). Founded in 1972, Related is a privately owned, vertically integrated real estate firm that develops, acquires, manages, finances and markets real estate developments within the United States and internationally.

Related’s real estate portfolio currently includes luxury residential, affordable and workforce apartments, commercial office, retail and mixed-use developments in Boston, Chicago, Los Angeles, San Francisco, South Florida, Abu Dhabi, Sao Paolo and Shanghai. These developments include Time Warner Center and Tribeca Green in Manhattan, New York, CityPlace in West Palm Beach, Florida and The Century in Los Angeles, California. Related is also currently developing the Hudson Yards project on Manhattan’s west side, a 12.7 million square foot mixed-use development which is expected to be completed in 2018. Since inception, Related has developed or acquired over $22.0 billion of real estate and currently employs over 2,000 employees across six offices in the United States (Boston, Chicago, Las Vegas, Miami, New York and San Francisco) and two international offices (Abu Dhabi, UAE and Shanghai, China).

The Property. The Gateway Center Phase II Property is a 602,164 square foot, one and two-level, anchored retail power center located in Brooklyn, New York. As of September 1, 2014, 18 of the Gateway Center Phase II Property’s 30 tenants are open for business, representing 78.0% of NRA, including: JC Penney, ShopRite, Burlington Coat Factory, Michaels, Raymour & Flanigan, Petco, TJ Maxx, Pier 1 Imports, Dress Barn, Skechers, Carters, Five Below, Applebee’s, GNC, Sprint, Bath & Body Works, Gap and Aldi. In addition to the retail space, the Gateway Center Phase II Property includes 2,087 parking spaces (a ratio of 3.5 spaces per 1,000 sq. ft., and three pads leased to the following tenants: JC Penney, Applebee’s and Bank of America. The JC Penney store at the Gateway Center Phase II Property is the only new store the company has opened this year, suggesting a significant commitment by the company to the property and trade area. JC Penney leases its pad from the sponsor and has invested $25.0 million building out its space. Furthermore, JC Penney prepaid $10.0 million in pad rent, which reflects a 28.9% prepayment of JC Penney’s entire contract throughout its 20-year lease term.

Prior to development, the Gateway Center Phase II Property consisted of undeveloped land located adjacent to Gateway Center Phase I, a retail power center that was also developed by the sponsor. Completed in 2002, Gateway Center Phase I consists of approximately 638,000 square feet and is anchored by Home Depot, Target and BJ’s Wholesale Club. As of July 2014, Gateway Center Phase I was 100.0% leased.

The Gateway Center Phase II Property was 97.1% pre-leased prior to the opening of the first tenant (Applebee’s) on July 23, 2014, and 96.3% of NRA has been turned over to tenants as of September 9, 2014. The top five tenants at the Gateway Center Phase II Property account for 354,321 square feet (58.8% of NRA) and include JC Penney (CCC/Caa1/CCC+ by Fitch/Moody’s/S&P), ShopRite, Burlington Coat Factory (B by S&P), Sports Authority and TJ Maxx (A3/A+ by Moody’s/S&P), all of which are on long-term leases.

Environmental Matters. The Phase I environmental report, dated June 18, 2014, recommended that the open spill case from February 7, 2014 be monitored until administrative closure is granted by the New York State Department of Environmental Conservation and that the drums in the southern portion of the Gateway Center Phase II Property be provided secondary containment or properly disposed under manifest if no longer in use. Although construction was not fully completed at the time of inspection, all necessary approvals for landfill development have been received and a remedial action plan had been developed and approved. The Phase I environmental report also recommended that a closure report be submitted to the New York City Department of Environmental Protection, as required per the approved remedial action plan. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in the free writing prospectus.

B-6

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Major Tenants.

JC Penney (124,168 sq. ft., 20.6% of NRA). JC Penney (NYSE: JCP), rated CCC/Caa1/CCC+ by Fitch/Moody’s/S&P, respectively, is one of the largest apparel and home furnishing retailers in the United States, and offers a wide selection of national, private and exclusive brands for men, women and children. JC Penney has approximately 1,100 stores across the country and also offers general merchandise through its website, jcpenney.com. JC Penney has eleven 5-year renewal options, exercisable on 12-months notice.

ShopRite (89,774 sq. ft., 14.9% of NRA). ShopRite is part of Wakefern Food Corp., the largest retailer-owned cooperative in the United States. Wakefern Food Corp., headquartered in Keasbey, New Jersey, is comprised of 45 members who individually own and operate supermarkets under the ShopRite banner across New Jersey, New York, Connecticut, Pennsylvania, Delaware and Maryland. Wakefern Food Corp. operates over 2.5 million square feet of grocery and non-food warehousing and, together with ShopRite, employs more than 50,000 people across six states. ShopRite has five 5-year renewal options and one 3-year and 11 –month renewal option upon at least 365 days’ notice.

Burlington Coat Factory (73,864 sq. ft., 12.3% of NRA). Burlington Coat Factory (NYSE: BURL), rated B by S&P, is a national retail chain which offers current, high quality, designer merchandise at discount prices. Burlington Coat Factory stores feature coats, apparel, shoes, and accessories for the entire family as well as baby clothing, furniture, travel gear, toys, home décor items, and gifts. Burlington Coat Factory operates over 470 stores in 44 states and Puerto Rico. Burlington Coat Factory has three 5-year renewal options that will be automatically exercised unless the tenant provides the landlord with notice 365 days’ prior to the expiration of the loan term or current option period.

Industrial and Commercial Abatement Program (ICAP). The sponsor is currently in the process of finalizing a 15-year Industrial & Commercial Abatement Program (“ICAP”) and successfully received a 25-year ICAP tax abatement on the Gateway Center Phase I property that ends in 2028. According to the sponsor, the Gateway Center Phase II Property is located in an area designated as a special commercial abatement area (“SCAA”). In general, projects in a SCAA qualify for a 25-year abatement. The exception is where more than 25% of the floor area is used for retail purposes (in which case, the first 10% of the building’s floor area would qualify for a 25-year benefit, while the remaining retail space would qualify for a 15-year benefit). Since the Gateway Center Phase II Property’s leases are net leases, the tenants will directly benefit from the abatement as it will reduce their respective occupancy costs through the expiration of the abatement program in 2040. Real estate taxes were underwritten to the borrower’s 2014/2015 budget based on actual assessments.

The Market. The Gateway Center Phase II Property is located within the North Brooklyn submarket, just north of the Belt Parkway and bound by Atlantic Avenue to the north, North Conduit Avenue to the east, 108th Street to the west and the Jamaica Bay to the south. Primary vehicular access is provided by the Belt Parkway, which provides access to Brooklyn, Staten Island, Queens and Long Island. East-west bound access is provided via Flatlands Avenue, and north-south bound access is provided by Fountain Avenue and Pennsylvania Avenue. Nearby MTA bus and subway access is available via the “2” and “3” train lines located a half mile north of the Gateway Center Phase II Property, the “L” train located approximately three quarters of a mile west and MTA bus stops located in front of the at the Gateway Center Phase II Property. The Gateway Center Phase II Property benefits from Starrett City, which is located to the west of the Gateway Center Phase II Property and comprises 46 multi-story residential apartment buildings, as well as from several nearby two-family starter homes directly to the north. In addition, the sponsor has been approved for the development of approximately 2,385 residential housing units known as the Gateway Estates, located adjacent to the Gateway Center Phase II Property. The estimated 2014 population within a one-, three- and five-mile radius of the Gateway Center Phase II Property is 32,795, 528,407 and 1,677,356, respectively. The 2014 average household income within a one-, three- and five-mile radius of the Gateway Center Phase II Property is $45,372, $57,640, and $61,534, respectively.

As of Q2 2014, there are currently 70.2 million square feet of retail space located in the Brooklyn retail market. Power centers comprise approximately 1.1 million square feet of available retail space, all of which originate from the North Brooklyn submarket. As of Q2 2014, average vacancy was 0.0% for power center retail and 4.4% for general retail in the Brooklyn retail market. Total year-to-date net absorption for the Brooklyn retail market as of Q2 2014 was 203,754 sq. ft., at an average rental rate of $41.41 PSF NNN.

The Gateway Center Phase II Property has an average rent of $40.69 PSF, which is approximately 98.3% of the average market rent. The appraiser identified five comparable retail centers within a six-mile radius of the Gateway Center Phase II Property with an average occupancy of 97.6%. The appraiser’s competitive set is detailed below.

B-7

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Competitive Set (1)
Name	Gateway Center Phase II Property	Gateway Center Phase I	Triangle Junction	Canarsie Plaza	Shops at Skyview Center	Rego Park Center
Distance from Subject	NAP	0.1 miles	4.1 miles	2.1 miles	2.6 miles	5.3 miles
City, State	Brooklyn, NY	Brooklyn, NY	Brooklyn, NY	Brooklyn, NY	Queens, NY	Queens, NY
Year Built	2014	2001	2008	2010	2013	1996
Total Occupancy	99.5%(2)	100.0%	100.0%	93.0%	95.0%	100.0%
Total Size (Sq. Ft.)	602,164(2)	638,000	300,000	277,907	676,492	346,852
Anchor Tenants	JC Penney ShopRite Burlington Coat Factory	Target Home Depot BJ’s Wholesale Club	Target	BJ’s Wholesale Club	Target	Sears Marshall’s Toys R Us

(1)

Source: Appraisal

(2)

Based on rent roll dated September 9, 2014.

Cash Flow Analysis.

Cash Flow Analysis
	U/W	U/W PSF
Base Rent(1)	$24,522,387	$40.72
Value of Vacant Space	264,328	0.44
Gross Potential Rent	$24,786,716	$41.16
Total Recoveries	3,791,167	6.30
Total Other Income	81,354	0.14
Less: Vacancy & Credit Loss(2)	(264,328)	(0.44)
Effective Gross Income	$28,394,908	$47.15
Total Operating Expenses	4,856,899	8.07
Net Operating Income	$23,538,009	$39.09
TI/LC	673,142	1.12
Capital Expenditures	93,461	0.16
Net Cash Flow	$22,771,407	$37.82

Average Effective Annual Rent PSF(3)	$40.69

	(1)	U/W Base Rent includes $145,989 in straight line rent steps for credit tenants taken from October 2015 through the earlier of an anticipated loan maturity of August 2024 and individual tenant least term expiry (includes TJ Maxx and Nordstrom Rack).
	(2)	U/W Vacancy & Credit Loss is based on an economic vacancy of 0.9% of total gross income. The Gateway Center Phase II Property is 99.5% leased and Gateway Center Phase I is 100.0% occupied as of July 2014.
	(3)	Based on the U/W Base Rent, excluding the straight line rent steps, and the physical occupancy of 99.5%.

Property Management. The Gateway Center Phase II Property is managed by Related Gateway Phase II, LLC, a borrower affiliate.

Lockbox / Cash Management. The Gateway Center Phase II Loan is structured with a hard lockbox and in place cash management. Tenants are required 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. Provided no Trigger Period (defined herein) exists, all funds in the cash management account after payment of all required monthly debt service and reserve amounts due under the Gateway Center Phase II Loan documents will be remitted to the borrower two times each calendar month.

A “Trigger Period” will occur on the date upon which (i) the DSCR falls below 1.10x (based on a 30-year amortization schedule) until the DSCR is equal to or greater than 1.15x for two consecutive quarters, (ii) there is an event of default under the loan documents, or (iii) there is an event of default under any mezzanine loan (if applicable).

Initial Reserves. At closing, the borrower deposited (i) $18,087,509 into an initial capital expenditure reserve for the completion of construction on certain capital expenditures, (ii) $10,025,448 into an upfront rollover reserve for outstanding approved leasing expenses and (iii) $2,680,329 into a rent concession reserve to cover the potential gap in rent collections related to tenants that were not yet open for business on the loan closing date.

B-8

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

Ongoing Reserves. During a Trigger Period, the borrower is required to deposit on a monthly basis reserves 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) $10,037 into a replacement reserve account, subject to a replacement reserve cap of $240,891, and (iv) $55,560 into a TI/LC reserve account, subject to a TI/LC reserve cap of $1,333,450.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. After August 14, 2017, certain affiliates of the borrower are permitted one time during the term of the Gateway Center Phase II Loan to have an affiliate of borrower obtain a mezzanine loan secured by the direct or indirect equity interests in the borrower, provided, among other conditions, that: (i) the mezzanine loan is no more than $50,000,000 and when added to the Gateway Center Phase II Loan Combination will result in (a) a combined LTV of no more than 66.5%, and (b) a combined DSCR of no less than 1.27x, and (ii) the mezzanine lender has entered into an intercreditor agreement acceptable to the lender and any applicable rating agency.

New Market Tax Credit Debt. In connection with certain tax credits allocated in connection with the development of the Gateway Center Phase II Property, an affiliate of the sponsor, Gateway Leverage Lender, LLC (“Leverage Lender”), made loans to (a) Gateway USBDCE Investment Fund, LLC (“USB Investment Fund”), a 99.99% member in USBCDE Sub-CDE 83, LLC (“USB CDE”), itself a 0.13% member in Gateway Center Properties Phase II, LLC (“Borrower Member”), the sole member of the borrower and borrower’s predecessor-in-interest as owner of the Gateway Center Phase II Property, and (b) Gateway Related Investment Fund, LLC (“Related Investment Fund”), a 99.99% member in RCDG Sub-CDE III, LLC (“Related CDE”), itself a 0.63% member in Borrower Member, in an aggregate amount equal to $30,501,077 (collectively, the “Leverage Loan”). The Leverage Loan is secured by a pledge by Related Investment Fund of its 99.99% membership interest in Related CDE and a pledge by USB Investment Fund of its 99.99% membership interest in USB CDE.

At the same time, the Borrower Member obtained loans from Related CDE and USB CDE (collectively, the “Subordinate Lenders”) in an aggregate amount equal to $30,501,077 (collectively, the “Subordinate Loans”). The Subordinate Loans are secured by a pledge of the membership interests of the owners of Borrower Member (other than Subordinate Lenders) in Borrower Member (the “Equity Collateral”) and are subject to the terms of an intercreditor agreement between lender and the Subordinate Lenders pursuant to which Subordinate Lenders agree, among other things, that they will not take any action to realize upon the Equity Collateral without the prior written consent of the lender.

B-9

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

B-10

550 Gateway Drive

Brooklyn, NY 11217

Collateral Asset Summary – Loan No. 1

Gateway Center Phase II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

66.5%

1.75x

7.8%

B-11

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

B-12

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	Strategic Hotel Funding, L.L.C.
Borrowers:	SHC Chopin Plaza, LLC; DTRS Intercontinental Miami, LLC
Original Balance(1):	$115,000,000
Cut-off Date Balance(1):	$115,000,000
% by Initial UPB:	9.7%
Interest Rate:	3.9900%
Payment Date:	6th of each month
First Payment Date:	October 6, 2014
Maturity Date:	September 6, 2024
Amortization:	Interest Only
Additional Debt:	None
Call Protection(1):	YM1(25), DorYM1 (88), O(7)
Lockbox / Cash Management(2):	Soft, Springing Hard / Springing

Reserves(3)
	Initial	Monthly
Tax:	$0	Springing
Insurance:	$0	Springing
FF&E:	$0	4.0% of prior month’s gross revenues
Common Charge:	$0	Springing

Financial Information
Cut-off Date Balance / Room:	$179,407
Balloon Balance / Room:	$179,407
Cut-off Date LTV:	53.7%
Balloon LTV:	53.7%
Underwritten NOI DSCR:	4.10x
Underwritten NCF DSCR:	3.51x
Underwritten NOI Debt Yield:	16.6%
Underwritten NCF Debt Yield:	14.2%
Underwritten NOI Debt Yield at Balloon:	16.6%
Underwritten NCF Debt Yield at Balloon:	14.2%

Property Information
Single Asset / Portfolio:		Single Asset
Property Type:		Full Service Hospitality
Collateral:		Fee Simple
Location:		Miami, FL
Year Built / Renovated:		1982 / 2012
Total Rooms:		641
Property Management:		IHG Management (Maryland), LLC
Underwritten NOI:		$19,060,759
Underwritten NCF:		$16,333,172
Appraised Value:		$214,000,000
Appraisal Date:		June 23, 2014

Historical NOI
Most Recent NOI:	$19,412,360 (T-12 July 31, 2014)
2013 NOI:	$17,941,298 (December 31, 2013)
2012 NOI:	$13,966,602 (December 31, 2012)
2011 NOI:	$11,111,466 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	83.6% (July 31, 2014)
2013 Occupancy:	81.7% (December 31, 2013)
2012 Occupancy:	80.4% (December 31, 2012)
2011 Occupancy:	73.9% (December 31, 2011)

(1)	On any payment date, the borrower is permitted to prepay the InterContinental Miami Loan in part to eliminate a Low Debt Service Trigger (as defined herein) or a breach of the owner’s debt restrictions as defined in the InterContinental Miami Loan documents.

(2)	See “Lockbox / Cash Management” herein.

(3)	See “Initial Reserves” and “Ongoing Reserves” herein.

B-13

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

Historical Occupancy, ADR, RevPAR(1)
	InterContinental Miami Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	73.9%	$155.23	$114.72	78.7%	$135.36	$106.51	93.9%	114.7%	107.7%
2012	80.4%	$165.10	$132.67	80.9%	$147.48	$119.36	99.3%	111.9%	111.2%
2013	81.7%	$186.90	$152.68	80.3%	$164.33	$131.91	101.8%	113.7%	115.7%
T-12 May 2014	83.2%	$194.46	$161.84	81.4%	$167.47	$136.39	102.2%	116.1%	118.7%

(1)	Source: Hospitality research report.

The Loan. The InterContinental Miami loan (the “InterContinental Miami Loan”) is a $115.0 million fixed rate loan secured by the borrower’s fee simple interest in a 641-room full-service hotel located in Miami, Florida (the “InterContinental Miami Property”). The InterContinental Miami Loan has a 10-year term and is interest-only throughout the term. The InterContinental Miami Loan accrues interest at a fixed rate equal to 3.9900%. Loan proceeds were used to pay off previous debt of $85.0 million, closing costs of $0.9 million, and return equity to the borrower. Based on the appraised value of $214.0 million as of June 23, 2014, the cut-off date LTV is 53.7%. The most recent prior financing of the InterContinental Miami Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$115,000,000	100.0%	Previous Debt(1)	$85,000,000	73.9%
			Closing Costs	$930,900	0.8%
			Return of Equity	$29,069,100	25.3%
Total Sources	$115,000,000	100.0%	Total Uses	$115,000,000	100.0%

(1)	The previous debt is estimated per Strategic Hotels & Resorts, Inc. SEC 10-Q, dated June 30, 2014.

The Borrower / Sponsor. The borrowers, DTRS Intercontinental Miami, LLC and SHC Chopin Plaza, LLC, are each a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in the organizational structure. The sponsor of the borrower and nonrecourse carve-out guarantor is Strategic Hotel Funding, L.L.C.

Strategic Hotels & Resorts, Inc. (NYSE: BEE), the operating partner of Strategic Hotel Funding, L.L.C., is a real estate investment trust that focuses on the luxury lodging market. Strategic Hotels & Resorts, Inc. has a portfolio of 16 hotels and resorts across the United States and Europe under premium brands such as Fairmont, Four Seasons, Ritz-Carlton, Loews, and InterContinental, among others.

A controlling interest in the InterContinental Miami Property was purchased by Strategic Hotels & Resorts, Inc from InterContinental Hotels and Resorts in April 2005 for a reported price of $126.0 million. InterContinental Hotels and Resorts retained a 15% interest in the Property. In August 2007, Strategic Hotels and Resorts, Inc. purchased the remaining 15% interest for $22.5 million.

The Property. The InterContinental Miami Property is a 641-room full-service hotel located within the central business district of Miami, Florida. The InterContinental Miami Property, built in 1982 and renovated from 2008 to 2013, consists of a 36-story tower with a basement level parking garage structure. The hotel tower, basement level parking garage, lobby area and outside amenity space is one of two commercial condominium units of the Miami Center, a Condominium, the other unit being an office tower. The office tower unit is not collateral for the Intercontinental Miami Loan. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Condominium Properties Have Special Risks” in the free writing prospectus. The parking structure has 350 parking spaces, which equates to 0.55 spaces per room. The borrower acquired the InterContinental Miami Property in 2005 and invested approximately $40.9 million in hotel renovations since the acquisition. The subsequent table provides a more detailed summary of the historical capital expenditures:

Historical Capital Expenditure
Project	Amount
Spa / Fitness Center (2008)	$9,392,000
Guestroom (2011 – 2013)	$19,122,000
Common Area / Restaurant (2012 – 2013)	$10,370,000
Meeting Space (2011 – 2013)	$2,004,000
Total	$40,888,000

B-14

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

The InterContinental Miami Property features a lobby atrium, meeting facilities, an outdoor swimming pool, spa, fitness center, jogging track, retail space, four food and beverage outlets and a coffee shop in the lobby. The lobby and mezzanine floors have approximately 73,500 sq. ft. of indoor meeting space and the plaza level has approximately 14,260 sq. ft. of outdoor space. Parts of the lowest five floors, known as the Podium, are shared with the adjacent office building. The Podium houses the parking garage, lobby, main restaurant and bar, meeting rooms, ballroom, administrative offices and other common areas.

The InterContinental Miami Property features five types of guestrooms as shown in the subsequent chart:

Guestroom Breakdown
Room Type	Bed Type	Size (SF)	Room Count
Standard	Double / Double	204	286
Standard	King	204	304
Suites	King	435 – 3,300	34
Accessible	Double / Double	204	13
Accessible	King	204	4
Total			641

Each of the guestrooms features televisions with cable, WiFi, an office desk and a lounge chair. Each room also offers either a view of the Biscayne Bay or a view of the city of Miami.

Environmental Matters. The Phase I environmental report dated June 30, 2014, revealed no material environmental issues and recommended an operations and maintenance program be put into place.

The Market. The InterContinental Miami Property is located in the central business district of Miami, Florida within Miami-Dade County, which is part of the Miami-Fort Lauderdale-West Palm Beach metropolitan statistical area (“South Florida MSA”). The South Florida MSA has a population of over 5.8 million, which ranks as the eighth most populous MSA in the United States, and has outpaced the national average population growth rate each year since 2009. The South Florida MSA gross metro product also grew 3.4% in 2013, outpacing the national average and all other metropolitan areas in the state. The area’s total employment grew 2.9% in the 12 month period ending May 2014 and has outpaced the national total employment average growth rate each year since 2005. The unemployment rate stood at 6.4% as of May 2014, since peaking at 11.8% in June 2011.

The InterContinental Miami Property is located in the Miami central business district (“Miami CBD”) submarket of the South Florida MSA. The Miami CBD has historically been known as the commercial core of Downtown Miami and is comprised of high density office space, retail, hotels and an increasing residential population. The Miami CBD office space is primarily occupied by professional and business services and is home to over 1,400 multinational corporations including American Airlines, Cisco, Disney, Exxon, FedEx, Microsoft, Oracle and Sony, among others. In the first quarter of 2014, the Miami CBD office space had an overall vacancy rate of 14.9% and an average asking rent of $37.56 PSF.

The Miami CBD has several demand generators because of its appeal as a “work-and-play” destination. As a result, the Miami lodging sector has experienced growth in recent years. As of May 2014, RevPAR increased by 12.4%, ADR increased 10.1%, and occupancy grew 2.1% from the past year. A travel research firm reported that six new hotels were under construction in Miami’s CBD; however, none are expected to be competitive with the InterContinental Miami Property.

B-15

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

The subsequent chart presents primary competitors to the InterContinental Miami Property:

Primary Competitive Set(1)
Property	Rooms	Year Opened	Meeting Space (Sq. Ft.)	2013 Occupancy(2)	2013 ADR(2)	2013 RevPAR(2)
InterContinental Miami Property	641	1982	73,534	81.7%	$186.90	$152.68
Hyatt Regency	612	1982	61,000	83.0%	$140.00	$115.64
Marriott Biscayne Bay	600	1983	20,000	80.0%	$161.00	$129.12
Hilton Downtown	527	1977	52,000	84.0%	$144.00	$120.96
Loews Miami Beach	790	1998	65,000	85.0%	$325.00	$276.25
JW Marriott Marquis	357	2010	70,600	65.0%	$247.00	$161.57
Eden Roc	627	1956	46,000	73.0%	$240.00	$175.20
Total / Wtd. Avg.(3)	3,513			79.5%	$214.51	$170.16

(1)	Source: Appraisal

(2)	2013 Occupancy, 2013 ADR and 2013 RevPAR represent estimates from the appraiser.

(3)	Total/Wtd. Avg. does not include the InterContinental Miami Property.

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	T-12 7/31/2014	U/W	U/W per Room
Occupancy	73.9%	80.4%	81.7%	83.6%	83.6%
ADR	$155.23	$165.10	$186.90	$193.56	$193.56
RevPAR	$114.72	$132.67	$152.68	$161.79	$161.79

Room Revenue	$26,841,576	$31,126,222	$35,720,641	$37,852,778	$37,852,778	$59,053 3
F&B Revenue	17,282,560	20,105,662	23,769,089	25,850,128	25,850,128	40,328 8
Other Revenue	3,292,408	3,703,909	4,206,840	4,486,781	4,486,781	7,000 0
Total Revenue	$47,416,544	$54,935,792	$63,696,570	$68,189,687	$68,189,687	$106,380 0
Operating Expenses	20,366,742	23,185,757	26,717,593	28,400,979	28,400,979	44,307 7
Undistributed Expenses	12,061,216	13,499,096	14,623,369	15,223,103	15,223,103	23,749 9
Gross Operating Profit	$14,988,586	$18,250,939	$22,355,608	$24,565,605	$24,565,605	$38,324 4
Management Fee(1)	461,851	534,723	872,440	1,316,172	1,356,225	2,116 6
Total Fixed Charges	3,415,269	3,749,614	3,541,870	3,837,072	4,148,621	6,472 2
Net Operating Income	$11,111,466	$13,966,602	$17,941,298	$19,412,360	$19,060,759	$29,736 6
FF&E(2)	1,847,404	2,138,894	2,483,945	2,661,141	2,727,587	4,255 5
Net Cash Flow	$9,264,063	$11,827,708	$15,457,352	$16,751,219	$16,333,172	$25,481 1

1)	U/W Management Fee is 2.0% of gross revenues.

2)	U/W FF&E based on 4.0% of gross revenues.

Property Management. The InterContinental Miami Property is managed by IHG Management (Maryland), LLC, which is not affiliated with the borrower.

Lockbox / Cash Management. The InterContinental Miami Loan is structured with a soft, springing hard lockbox and springing cash management. As long as the Pre-Approved Manager Conditions (as defined herein) are satisfied, all revenues from the InterContinental Miami Property will be collected by the current hotel manager and held by current hotel manager in one or more segregated operating accounts for the benefit of the borrowers, provided that FF&E reserves are held in a lender controlled account. The lender has a security interest in the operating accounts and a perfected security interest in the FF&E reserve account. The current hotel manager makes all payments of budgeted hotel expenses (i.e., operating expenses, taxes, insurance, capex, etc.) and funds the monthly FF&E reserve and any excess is deposited into a lender controlled cash management account. If the Pre-Approved Manager Conditions are not satisfied, the hotel manager is required to deposit all gross revenue into a lender controlled clearing account which will be swept on a daily basis into a lender controlled deposit account and disbursed in accordance with the InterContinental Miami Loan documents.

B-16

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

A “Trigger Event” will commence upon the occurrence of (i) an event of default, or (ii) if the debt service coverage ratio falls below 1.50x on the last day of any calendar quarter (“Low Debt Service Trigger”). A Trigger Event will cease to exist upon (a) with respect to clause (i) above, such event of default has been cured and (b) with respect to clause (ii) above, the debt service coverage ratio exceeds 1.55x for two consecutive quarters or if the borrower makes a permitted repayment of outstanding principal such that the debt service coverage ratio exceeds 1.55x after such repayment.

The “Pre-Approved Manager Conditions” mean that (i) the manager is the current manager or a pre-approved manager and (ii) the management agreement contains the cash management provisions of the current management agreement or substantially similar provisions.

Initial Reserves. None.

Ongoing Reserves. On a monthly basis, the manager is required to deposit reserves of 4.0% of the prior month’s gross revenues into the FF&E reserve account as provided above. In addition, the borrower is required to deposit 1/12 of the estimated annual tax premiums, 1/12 of the estimated insurance premiums and 1/12 of the estimated common charges premium into their respective accounts if (a) the Pre-Approved Manager Conditions are not met, (b) with respect to the tax reserve account, the manager does not reserve for or otherwise set aside and pay taxes, (c) with respect to the insurance reserve account, (i) the manager does not reserve for or otherwise set aside and pay insurance premiums or (ii) an acceptable blanket insurance policy is no longer in place at the InterContinental Miami Property and (d) with respect to the common charges reserve account, the manager does not reserve for or otherwise set aside an amount for common charges.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-17

100 Chopin Plaza

Miami, FL 33131

Collateral Asset Summary – Loan No. 2

InterContinental Miami

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$115,000,000

53.7%

3.51x

16.6%

B-18

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-19

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%

B-20

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%


Mortgage Loan Information				Property Information
Loan Seller:	UBSRES			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition			Property Type:	Full Service Hospitality
Sponsor:	Allan V. Rose			Collateral(1):	Fee Simple
Borrower(1):	AVR Gateway M LLC			Location:	College Park, GA
Original Balance:	$84,750,000			Year Built / Renovated:	2010 / NAP
Cut-off Date Balance:	$84,641,037			Rooms:	403
% by Initial UPB:	7.2%			Property Management:	Marriott Hotel Services, Inc.
Interest Rate:	4.6315%			Underwritten NOI:	$9,370,032
Payment Date:	6th of each month			Underwritten NCF:	$8,158,460
First Payment Date:	October 6, 2014			“As-is” Appraised Value:	$116,600,000
Maturity Date:	September 6, 2024			“As-is” Appraisal Date:	June 12, 2014
Amortization:	360 months
Additional Debt:	None			Historical NOI
Call Protection:	L(25), D(91), O(4)			Most Recent NOI:	$9,399,795 (T-12 July 31, 2014)
Lockbox / Cash Management:	Springing Hard / Springing			2013 NOI:	$9,007,037 (December 31, 2013)
				2012 NOI:	$7,743,427 (December 31, 2012)
Reserves(2)				2011 NOI:	$6,125,620 (December 31, 2011)
	Initial		Monthly
Taxes:	$0		Springing	Historical Occupancy
Insurance:	$0		Springing	Most Recent Occupancy:	74.5% (July 31, 2014)
FF&E:	$0		Springing	2013 Occupancy:	73.9% (December 31, 2013)
				2012 Occupancy:	75.3% (December 31, 2012)
Financial Information				2011 Occupancy:	71.7% (December 31, 2011)
Cut-off Date Balance / Room:		$210,027		(1) AVR Gateway M LLC has the sole and exclusive right to operate the Marriott Atlanta Airport Gateway Property pursuant to the certain Parcel Design, Development and Operating Agreement. The borrower is College Park Business and Industrial Development Authority, the owner of the fee simple interest in the Marriott Atlanta Airport Gateway Property. For more information regarding the ground lease, see “Parcel DDO Agreement” herein. For more information regarding the borrower, see “The Borrower / Sponsor” herein. (2) See “Initial Reserves” and “Ongoing Reserves” herein.
Balloon Balance / Room:		$170,794
Cut-off Date LTV:		72.6%
Balloon LTV:		59.0%
Underwritten NOI DSCR:		1.79x
Underwritten NCF DSCR:		1.56x
Underwritten NOI Debt Yield:		11.1%
Underwritten NCF Debt Yield:		9.6%
Underwritten NOI Debt Yield at Balloon:		13.6%
Underwritten NCF Debt Yield at Balloon:		11.9%

B-21

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%

Historical Occupancy, ADR, RevPAR(1)
	Marriott Atlanta Airport Gateway Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2010(2)	57.6%	$118.75	$66.37	74.5%	$94.82	$70.66	77.3%	125.2%	96.8%
2011	71.8%	$127.98	$91.88	70.2%	$95.44	$66.99	102.3%	134.1%	137.1%
2012	75.1%	$133.36	$100.20	72.6%	$92.99	$67.47	103.6%	143.4%	148.5%
2013	74.3%	$142.19	$105.58	75.4%	$92.66	$69.88	98.5%	153.5%	151.1%
T-12 July 2014	74.7%	$147.75	$110.41	78.5%	$95.20	$74.73	95.2%	155.2%	147.7%

(1)	Source: Hospitality research report.

(2)	The Marriott Atlanta Airport Gateway Property opened in August 2010.

The Loan. The Marriott Atlanta Airport Gateway loan (the “Marriott Atlanta Airport Gateway Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 403 room full service hotel located at 2020 Convention Center Concourse in College Park, Georgia (the “Marriott Atlanta Airport Gateway Property”) with a Cut-off Date Balance of $84.75 million. The Marriott Atlanta Airport Gateway Loan has a 10-year term and amortizes on a 30-year schedule. The Marriott Atlanta Airport Gateway Loan accrues interest at a fixed rate equal to 4.6315% and has a cut-off date balance of $84.64 million. Loan proceeds, along with approximately $29.2 million equity contribution from the sponsor, were used to acquire the Marriott Atlanta Airport Gateway Property for $113.0 million, and pay closing costs of approximately $1.0 million. Based on the appraised value of $116.6 million as of June 12, 2014, the cut-off date LTV ratio is 72.6%.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$84,750,000	74.4%	Purchase Price	$113,000,000	99.2%
Sponsor Equity	$29,212,652	25.6%	Closing Costs	$962,652	0.8%

Total Sources	$113,962,652	100.0%	Total Uses	$113,962,652	100.0%

The Borrower / Sponsor. AVR Gateway M LLC has the sole and exclusive right to operate the Marriott Atlanta Airport Gateway Property. The borrower is College Park Business and Industrial Development Authority (“BIDA”), the owner of the fee simple interest in the Marriott Atlanta Airport Gateway Property, which is part of a “Public‐Private Partnership” with the City of College Park, acting through BIDA. The Marriott Atlanta Airport Gateway Property site is subject to (i) the Parcel Design, Development and Operating Agreement (the “PDDO”) between BIDA and AVR Gateway M LLC and (ii) the PILOT Agreement between BIDA and AVR Gateway M LLC (the “PILOT Agreement”). The term of the PDDO commenced in 2008 and will expire in 2057. Pursuant to the PDDO, AVR Gateway M LLC has the exclusive right to develop and operate the Marriott Atlanta Airport Gateway Property and has an option to purchase the fee simple interest in the Marriott Atlanta Airport Gateway Property after 2038 at 10% of the then current value of the land (not including the value of the improvements). In lieu of ad valorem taxes, pursuant to the PILOT Agreement, AVR Gateway M LLC pays BIDA the PILOT payments set forth in the PILOT Agreement and in addition, AVR Gateway M LLC pays certain fees to BIDA pursuant to the PDDO Agreement, including, without limitation, an annual fee of $316,318 and additional financing fees pursuant to an amendment to the PDDO. The Marriott Atlanta Airport Gateway Loan is structured with BIDA being the borrower (with limited obligations relating to the Marriott Atlanta Airport Gateway Property), and as collateral for the Marriott Atlanta Airport Gateway Loan, BIDA has pledged a first priority lien in its fee simple interest in the Marriott Atlanta Airport Gateway Property to the Marriott Atlanta Airport Gateway Loan. Additionally, AVR Gateway M LLC has guaranteed BIDA’s payment and performance under the loan documents, and, as collateral for its guaranty, AVR Gateway M LLC pledged a first priority lien in all of its interests in the Marriott Atlanta Airport Gateway Property and assigned to lender all of its interests in the PDDO, the PILOT Agreement and the related bonds.

The developer guarantor, AVR Gateway M, 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 Allan V. Rose. Allan V. Rose is the owner and chief executive officer of AVR Realty (“AVR”), a privately held real estate development and management company founded in 1986. AVR has built, acquired and developed more than 30 million sq. ft. of commercial and residential space. In addition, AVR is an active hotel owner and currently owns 14 hotels totaling more than 3,000 rooms. In addition to its existing portfolio, AVR has owned and operated as many as 60 hotels in the past.

The Property. The Marriott Atlanta Airport Gateway Property consists of a seven-story, Silver LEED certified, 403-room full service hotel with approximately 22,107 square feet of indoor meeting space, a business center, a restaurant and lounges, room service, a health club, a swimming pool and whirlpool, a gift shop, a concierge, and a guest laundry room. Of the 403 rooms, 177 are king rooms, 208 are queen/queen rooms, eight are luxury suites, nine are hospitality suites and one is a presidential suite. The Marriott Atlanta Airport Gateway Property was constructed in 2010 on a 7.54 acre site with 350 surface and garage parking spaces, and features sound

B-22

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%

attenuation enhancements to lessen the impact of being near the Hartsfield-Jackson Atlanta International Airport (“ATL”). The Marriott Atlanta Airport Gateway Property has received a number of awards and certifications for its construction quality and performance. In 2012, the Marriott Atlanta Airport Gateway Property received the Marriott Hotel of the Year Award and the ULI Atlanta Development Excellence Award. In 2011, the Marriott Atlanta Airport Gateway Property received the ASID Design Excellence Award, Silver and the ASID Design Excellence Award, Gold; and in 2010, it received the Marriott Best New Hotel award.

The Marriott Atlanta Airport Gateway Property is located in College Park, Georgia, and is part of a larger master-planned, mixed-use project within walking distance of the Georgia International Convention Center (“GICC”). The ATL SkyTrain connects ATL directly to the Marriott Atlanta Airport Gateway Property, the GICC and the consolidated rental car facility. The Marriott Atlanta Airport Gateway Property and neighboring Springhill Suites Atlanta Airport Gateway, also owned by the sponsor, are the only two hotels directly connected to ATL through the ATL SkyTrain.

Environmental Matters. The Phase I environmental report dated June 12, 2014 recommended no further action at the Marriott Atlanta Airport Gateway Property.

The Market. The Marriott Atlanta Airport Gateway Property is located in College Park, Georgia, which is adjacent to ATL and 10 miles south of downtown Atlanta, Georgia. As of 2014, the Atlanta-Sandy Springs-Marietta metropolitan statistical area had a population of approximately 5.6 million residents and an unemployment rate of 6.8%. The Atlanta region is the ninth most populous metropolitan area in the United States and is home to numerous headquarter offices of Fortune 100, 500 and 1,000 companies, including United Parcel Service, Coca‐Cola Company, Georgia‐Pacific, The Home Depot, Delta Air Lines, The Southern Company, Equifax, and AT&T Mobility. The GICC is Georgia’s second largest convention center and the world’s only convention center directly connected to an international airport. The GICC contains over 150,000 sq. ft. of dividable exhibit hall space, a 40,000 sq. ft. ballroom and over 90,000 sq. ft. of pre-function space and meeting rooms. The GICC features on-site catering, high speed internet throughout the entire building, and commissioned works of art by local and national artists. During the 2012/2013 fiscal year, the GICC held 4,715 conventions, meetings and events with 355,711 total attendees. The ATL SkyTrain, opened in 2009, connects ATL to the GICC, the Marriott Atlanta Airport Gateway Property and the consolidated rental car facility.

ATL has been the world’s busiest airports in terms of passenger and aircraft movement since 2005, with a variety of major commercial airliners and a 6.8 million sq. ft. terminal complex. In 2013, ATL serviced over 84.2 million domestic passengers and approximately 10.3 million international passengers, for a total of approximately 94.5 million passengers and continues to expand its operations. On May 16, 2012, the $1.4 billion Maynard H. Jackson Jr. International Terminal opened. The terminal added twelve new gates to Concourse F. The 28‐gate Concourse E, along with the 40 gates at Concourse F, will now use the international terminal’s entrance. As part of a continued capital improvement plan, a $47 million expansion of Concourse D was completed in July 2013, and a subsequent expansion of Concourse C is scheduled for completion by the end of 2014.

The subsequent chart presents the primary competitors to the Marriott Atlanta Airport Gateway Property:

Primary Competitive Set(1)
Property	# of Rooms	Year Opened	Meeting Space (Sq. Ft.)	2013 Occupancy	2013 ADR	2013 RevPAR
Marriott Atlanta Airport Gateway Property	403	2010	22,017	73.9%	$142.01(2)	$104.96(2)
Crowne Plaza Atlanta Airport	378	1973	16,000	72.0%	$74.00	$53.28
Sheraton Gateway Hotel Atlanta Airport	395	1986	22,291	72.0%	$79.00	$56.88
Westin Atlanta Airport	500	1982	20,431	81.0%	$86.00	$69.66
Hilton Atlanta Airport	507	1989	34,450	79.0%	$110.00	$86.90
Renaissance Concourse Atlanta	387	1992	26,485	71.0%	$107.00	$75.97
Total / Wtd. Avg.(3)	2,167		119,657	75.5%	$92.00	$69.63

(1)	Source: Appraisal

(2)	Source: Historical Operating Statements

(3)	Total / Wtd. Avg. excludes the Marriott Atlanta Airport Gateway Property

B-23

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%

Cash Flow Analysis.

	Cash Flow Analysis
		2011	2012	2013	T-12 7/31/2014	U/W	U/W per Room
Occupancy		71.7%	75.3%	73.9%	74.5%	74.5%
ADR		$129.24	$134.44	$142.01	$148.14	$148.14
RevPAR		$92.73	$101.19	$104.96	$110.43	$110.43

Room Revenue		$13,602,599	$14,843,422	$15,566,429	$16,243,697	$16,243,697	$40,307
F&B Revenue		11,078,797	12,086,451	12,771,657	12,888,506	12,888,506	31,981
Other Revenue(1)		752,091	1,040,651	1,065,271	1,157,105	1,157,105	2,871
Total Revenue		$25,433,487	$27,970,524	$29,403,357	$30,289,308	$30,289,308	$75,160
Operating Expenses		10,839,988	11,529,340	11,602,661	11,784,382	11,784,382	29,242
Undistributed Expenses		6,992,781	7,215,498	7,284,927	7,614,751	7,528,782	18,682
Gross Operating Profit		$7,600,718	$9,225,686	$10,515,769	$10,890,175	$10,976,144	$27,236
Total Fixed Charges		1,475,098	1,482,259	1,508,732	1,490,380	1,606,112	3,985
Net Operating Income		$6,125,620	$7,743,427	$9,007,037	$9,399,795	$9,370,032	$23,251
FF&E		350,492	664,419	882,101	908,678	1,211,572	3,006
Net Cash Flow		$5,775,128	$7,079,008	$8,124,936	$8,491,117	$8,158,460	$20,244

(1)	Other Revenue consists of revenue generated from telephones, gift shop, pantry, parking, cancellation/attrition income, sales tax discounts and commissions.

Property Management. The Marriott Atlanta Airport Gateway Property is managed by Marriott Hotel Services, Inc. (“Marriott”), a non-affiliated, professional management company. Marriott International is a leading hospitality company with over 3,800 hotels worldwide. Marriott Hotels & Resorts is the company’s flagship brand of full service hotels and resorts; as of year-end 2013, there were 360 hotels with 144,436 rooms operating under the brand in the United States. Each Marriott hotel features multiple restaurants and lounges, room service, a health club, a swimming pool and whirlpool, a gift shop, a concierge, a business center, and meeting facilities.

Lockbox / Cash Management. The Marriott Atlanta Airport Gateway Loan is structured with a springing hard lockbox and springing cash management. If the management agreement is no longer in effect, the developer guarantor is required to deposit all rents received directly into the lockbox account, and to instruct the manager to do the same. So long as no Cash Management Trigger Event Period (as defined herein) exists, all funds in the clearing account are required to be released to the developer guarantor. During the existence of a Cash Management Trigger Event Period, all funds in the lockbox account are swept daily to a cash management account under the control of the lender and applied during each interest period of the loan term to payments of debt service, required reserves, approved operating expenses and other items required under the loan documents. Provided no Cash Sweep Event Period (as defined herein) exists, the remaining cash flow will be released to the developer guarantor. During the existence of any Cash Sweep Event Period, all funds remaining in the cash management account are required to be held by the lender as additional collateral for the Marriott Atlanta Airport Gateway Loan. For so long as the management agreement is in full force and effect, all rent goes directly to Marriott. Upon a Cash Management Trigger Event Period, AVR Gateway M LLC will instruct Marriott to deposit any amounts payable to it directly into the lockbox account and such funds will be swept daily to the cash management account. Provided no Cash Sweep Event Period exists, the remaining cash flow (after application to debt service, required reserves, approved operating expenses and other items required under the loan documents) will be released to AVR Gateway M LLC.

A “Cash Management Trigger Event Period” will commence upon the occurrence of any of the following: (i) a Cash Sweep Event Period (as defined herein), or (ii) the sixth cure of a Cash Sweep Event Period during the term of the Marriott Atlanta Airport Gateway Loan. A Cash Management Trigger Event Period will end with respect to clause (i) above, upon the cure of such Cash Sweep Event Period.

A “Cash Sweep Event Period” will commence upon the occurrence of any of the following: (i) an event of default, (ii) any bankruptcy action of the guarantor or developer guarantor, (iii) any bankruptcy action of manager, (iv) if the debt service coverage ratio based on the trailing 12 month period is less than 1.15x, (v) an Indictment Trigger Event (as defined herein), or (vi) a felony indictment or an indictment for fraud of the manager or any other direct of officer of the manager. A Cash Sweep Event Period will end, (A) with respect to clause (i) above, upon the cure of such event of default and acceptance of such cure by the lender, (B) with respect to clause (ii) above, upon the filing being discharged, stayed or dismissed within 60 days and the lender’s determination that such filing does not materially increase the borrower’s or guarantor’s monetary obligations or ability to perform their respective obligations under the loan documents, (C) with respect to clause (iii) above, (a) upon the filing being discharged, stayed or dismissed within 120 days and the lender’s determination that such filing does not materially increase the manager’s monetary obligations or ability to perform its obligations under the loan documents or (b) if borrower replaces the manager with a qualified manager pursuant to a replacement

B-24

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%

management agreement, (D) with respect to clause (iv) above, upon the date the debt service coverage ratio based on the trailing 12 month period is greater than 1.20x for two consecutive quarters, (E) with respect to clause (v) above, upon the cure of the Indictment Trigger Event, and (F) with respect to clause (vi) above, upon (a) the manager is replaced with a qualified manager in accordance with the terms of the loan documents, (b) the delivery of written evidence acceptable to lender confirming that the individual(s) that committed the related felony or fraud have been terminated and have no further responsibilities with, or control over, the manager or (c) the delivery of written evidence acceptable to lender confirming that the individual(s) that committed the related felony or fraud have no management responsibilities or control over the manager and will not be involved with providing any services related to, or in connection with, the Marriott Atlanta Airport Gateway Property.

An “Indictment Trigger Event” will commence upon the occurrence of a felony indictment or indictment for fraud of the developer guarantor, guarantor or any director or officer of the developer guarantor or guarantor, and will end upon the delivery of written evidence reasonably acceptable to the lender confirming the dismissal of the related felony indictment or indictment for fraud.

Initial Reserves. None.

Ongoing Reserves. On a monthly basis, the developer guarantor is required to deposit reserves 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 and (iii) 4.0% of monthly gross revenues into a monthly FF&E reserve account. However, the requirement to make monthly deposits into the real estate tax reserve account is waived so long as, among other conditions, the management agreement with Marriott is in full force and effect and provides that Marriott is obligated to directly pay all real estate taxes to the applicable governmental authority, Marriott pays such taxes prior to the due date and the developer guarantor provides evidence of such payment to the lender prior to the due date. The requirement to make monthly deposits into the insurance reserve account is waived so long as the developer guarantor or Marriott maintains an acceptable blanket insurance policy or for so long as, among other conditions, the management agreement with Marriott is in full force and effect and Marriott pays (or causes to be paid) all such insurance premiums at least thirty (30) days prior to expiration of such insurance policies. The requirement to make monthly deposits into the capital expenditure reserve account is waived so long as, among other conditions, the management agreement with Marriott is in full force and effect and requires that the developer guarantor deposit funds into the FF&E reserve account defined therein and the developer guarantor provides evidence to the lender that such funds have been deposited into the FF&E reserve account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Parcel DDO Agreement. The Marriott Atlanta Airport Gateway Property site is subject to a PDDO between BIDA and AVR Gateway M LLC. The term of the PDDO commenced in 2008 and will expire on August 2, 2057. Pursuant to the PDDO, AVR Gateway M LLC has the exclusive right to develop and operate the Marriott Atlanta Airport Gateway Property and has an option to purchase the fee simple interest in the Marriott Atlanta Airport Gateway Property after 2038 at 10% of the then current value of the land (not including the value of the improvements). AVR Gateway M LLC pays certain fees to BIDA pursuant to the PDDO Agreement, including, without limitation, an annual fee of $316,318 and additional financing fees pursuant to an amendment to the PDDO.

B-25

2020 Convention Center Concourse

College Park, GA 30337

Collateral Asset Summary – Loan No. 3

Marriott Atlanta Airport Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$84,641,037

72.6%

1.56x

11.1%

B-26

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-27

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

B-28

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

Mortgage Loan Information
Loan Seller:	UBSRES
Loan Purpose:	Refinance
Sponsor:	Fortis Property Group, LLC
Borrower:	FPG-DMT Harwood, LP
Original Balance(1):	$60,000,000
Cut-off Date Balance(1):	$60,000,000
% by Initial UPB:	5.1%
Interest Rate:	4.7000%
Payment Date:	6th of each month
First Payment Date:	August 6, 2014
Maturity Date:	July 6, 2024
Amortization:	Interest only for first 36 months; 360 months thereafter
Additional Debt(1):	$30,000,000 Pari Passu Debt; Future Mezzanine Debt Permitted
Call Protection:	L(27), D(89), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$1,006,706	$117,059
Insurance:	$26,874	$10,336
Replacement:	$0	$12,066
TI/LC:	$0	$75,413
Omnicom Rollover:	$2,000,000	$0
Ground Rent:	$56,782	$18,927
Omnicom Free Rent:	$1,000,000	$52,083
Parking Rent:	$61,358	$61,358
Jacobs Engineering Free Rent:	$0	$27,778
Other Tenant Free Rent:	$221,739	$0
Landlord Obligations Holdback:	$96,579	$0

Financial Information(3)
Cut-off Date Balance / Sq. Ft.:	$124
Balloon Balance / Sq. Ft.:	$109
Cut-off Date LTV:	72.6%
Balloon LTV:	63.8%
Underwritten NOI DSCR(4):	1.50x
Underwritten NCF DSCR(4):	1.36x
Underwritten NOI Debt Yield:	9.3%
Underwritten NCF Debt Yield:	8.5%
Underwritten NOI Debt Yield at Balloon:	10.6%
Underwritten NCF Debt Yield at Balloon:	9.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral(5):	Fee Simple/Leasehold
Location:	Dallas, TX
Year Built / Renovated:	1982 / 2014
Total Sq. Ft.:	723,963
Property Management:	FPG Texas Management, LP
Underwritten NOI:	$8,414,306
Underwritten NCF:	$7,642,778
Appraised Value:	$124,000,000
Appraisal Date:	June 2, 2014

Historical NOI
Most Recent NOI:	$8,225,130 (T-12 June 30, 2014)
2013 NOI:	$7,672,244 (December 31, 2013)
2012 NOI:	$6,355,799 (December 31, 2012)
2011 NOI:	$6,911,514 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	84.0% (June 1, 2014)
2013 Occupancy:	82.3% (December 31, 2013)
2012 Occupancy:	69.1% (December 31, 2012)
2011 Occupancy:	72.3% (December 31, 2011)

(1)

The Harwood Center Loan Combination is evidenced by two pari passu notes in the aggregate original principal amount of $90.0 million. Note A-2, with an Original Balance and Cut-off Date Balance of $60.0 million, is the controlling note and will be included in the trust. The pari passu companion note is comprised of the non-controlling Note A-1 with an Original Balance and Cut-off Date Balance of $30.0 million. For additional information on the pari passu companion note, see “The Loan” herein. For additional information on permitted mezzanine indebtedness, see “Future Mezzanine or Subordinate Indebtedness Permitted” herein.

(2)	See “Initial Reserves” and “Ongoing Reserves” herein.

(3)	DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Harwood Center Loan Combination.

(4)	Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.96x and 1.78x, respectively.

(5)	The Harwood Center Property is located on four parcels, one of which is owned fee simple and three of which are leasehold interests. See “Ground Lease” herein.

B-29

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

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
Omnicom Group Inc.	NR/Baa1/BBB+	334,952	46.3%	$23.22	61.5%	12/31/2019(2)
Jacobs Engineering Group	NR/NR/NR	80,373	11.1%	$18.25	11.6%	4/30/2025(3)
GSA - Department of Education	AAA/Aaa/AA+	61,949	8.6%	$16.90	8.3%	3/31/2015
GSA - Government Accountability Office	AAA/Aaa/AA+	49,446	6.8%	$18.19	7.1%	2/28/2018(4)
Cantey & Hanger	NR/NR/NR	25,648	3.5%	$18.58	3.8%	2/28/2021(5)
Total Major Tenants		552,368	76.3%	$21.12	92.2%
Remaining Tenants		55,899	7.7%	$17.57	7.8%
Total Occupied Collateral		608,267	84.0%	$20.80	100.0%
Vacant		115,696	16.0%
Total		723,963	100.0%

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

(2)	Omnicom Group Inc. has two five-year renewal options remaining.

(3)	Jacobs Engineering Group has four five-year renewal options remaining.

(4)	GSA - Government Accountability Office has the right to terminate its lease on or after March 6, 2015 with 180 days’ notice.

(5)	Cantey & Hanger has one five-year renewal option remaining.

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.(2)(3)		% U/W Base Rent Rolling(2)(3)			Cumulative % of U/W Base Rent(2)(3)
MTM		4		3,193		0.4	%		3,193		0.4	%		$7.05		0.2	%		0.2	%
2014		0		0		0.0	%		3,193		0.4	%		$0.00		0.0	%		0.2	%
2015		6		71,096		9.8	%		74,289		10.3	%		$17.37		9.8	%		9.9	%
2016		4		11,071		1.5	%		85,360		11.8	%		$19.88		1.7	%		11.7	%
2017		0		0		0.0	%		85,360		11.8	%		$0.00		0.0	%		11.7	%
2018		2		55,385		7.7	%		140,745		19.4	%		$18.12		7.9	%		19.6	%
2019		5		334,952		46.3	%		475,697		65.7	%		$23.22		61.5	%		81.1	%
2020		1		8,271		1.1	%		483,968		66.8	%		$19.00		1.2	%		82.3	%
2021		3		36,333		5.0	%		520,301		71.9	%		$18.55		5.3	%		87.7	%
2022		0		0		0.0	%		520,301		71.9	%		$0.00		0.0	%		87.7	%
2023		2		5,060		0.7	%		525,361		72.6	%		$18.25		0.7	%		88.4	%
2024		0		0		0.0	%		525,361		72.6	%		$0.00		0.0	%		88.4	%
Thereafter		4		82,906		11.5	%		608,267		84.0	%		$17.69		11.6	%		100.0	%
Vacant	NAP			115,696		16.0	%		723,963		100.0	%	NAP		NAP
Total / Wtd. Avg.		31		723,963		100.0	%							$20.80		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.

(2)	The rollover schedule includes contractual rent steps through September 1, 2015.

(3)	Based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes any gross up of vacant space.

B-30

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

The Loan. The Harwood Center loan (the “Harwood Center Loan”) consists of the controlling Note A-2 with a Cut-off Date Balance of $60.0 million, which is one of two pari passu notes of a fixed rate loan in the aggregate original principal amount of $90.0 million (the “Harwood Center Loan Combination”). The Harwood Center Loan Combination is secured by the borrower’s fee simple and leasehold interest in the 723,963 sq. ft. central business district office building located at 1999 Bryan Street in Dallas, Texas (the “Harwood Center Property”). Only the controlling Note A-2, with a Cut-off Date Balance of $60.0 million, will be included in the COMM 2014-CCRE20 mortgage trust. The non-controlling Note A-1, with a Cut-off Date Balance of $30.0 million, was securitized in the COMM 2014-UBS5 mortgage trust.

The Harwood Center Loan Combination has a 10-year term and amortizes on a 30-year schedule after an initial interest-only period of 36 months. The Harwood Center Loan Combination accrues interest at a fixed rate equal to 4.7000% and has a Cut-off Date Balance of $90.0 million. Loan proceeds were used to refinance existing debt of approximately $78.2 million, fund upfront reserves of approximately $4.5 million, pay closing costs of approximately $1.1 million and return equity to the sponsor of approximately $6.2 million. Based on the “As-is” appraised value of $124.0 million as of June 2, 2014, the cut-off date LTV is 72.6%. The most recent prior financing of the Harwood Center Property was included in CSMC 2006-C4.

Pari Passu Note Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$30,000,000	$30,000,000	COMM 2014-UBS5	No
Note A-2	$60,000,000	$60,000,000	COMM 2014-CCRE20	Yes
Total	$90,000,000	$90,000,000

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$90,000,000	100.0%	Loan Payoff	$78,208,256	86.9%
			Reserves	$4,470,038	5.0%
			Closing Costs	$1,101,357	1.2%
			Return of Equity	$6,220,348	6.9%
Total Sources	$90,000,000	100.0%	Total Uses	$90,000,000	100.0%

The Borrower / Sponsor. The borrower, FPG-DMT Harwood, LP, is a single purpose Delaware limited partnership 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 Fortis Property Group, LLC (“Fortis”). Fortis is a private real estate investment, operating, management and development company headquartered in Brooklyn, New York. Since 2005, Fortis has acquired and/or developed in excess of 8.0 million sq. ft. of commercial real estate valued at over $3.0 billion throughout the United States. In New York City, Fortis’ multi-family projects are concentrated in the boroughs of Manhattan and Brooklyn. Fortis’ office projects are located in Boston, New York, New Jersey, Connecticut, and Texas. Fortis also has industrial properties that are located throughout the United States, in addition to a portfolio of properties overseas, with a focus in the United Kingdom.

The Property. The Harwood Center Property consists of a 36-story, 723,963 sq. ft. Class A office tower and a contiguous nine-story parking garage located on a 1.135-acre site at the corner of North Harwood Street and Bryan Street in the Arts District of the Dallas, Texas central business district. The Harwood Center Property was built in 1982, renovated in 2014, and provides 720,504 sq. ft. of office space, 3,459 sq. ft. of storage space and 810 parking spaces. The Harwood Center Property also leases an additional 420 parking spaces from two separate nearby parking garages for a total of 1,230 available parking spaces (1.70 spaces per 1,000 sq. ft.), such additional parking is provided by a recorded easement agreement with respect to 170 spaces and an unrecorded parking agreement with respect to 250 spaces. Federal Street runs through the center of the first floor of the Harwood Center Property. Amenities at the Harwood Center Property include 24-hour security, on-site property management, a FedEx shipping center and a café/restaurant. The sponsor has invested over $9.5 million on capital improvements since 2007 including chiller and electrical switchboard replacement, cell tower installation, roof replacement, elevator modernization, air handling unit replacements, common area, corridor, and restroom refurbishments, construction of a new lobby café, installation of a new fire system, build-out of office suites and build-out of the on-site management office. As of June 1, 2014, the Harwood Center Property was 84.0% leased by 19 tenants and 61.7% leased by three investment grade tenants. Other than Omnicom Group Inc. (“Omnicom”) (NYSE: OMC; Moody’s/S&P: Baa1/BBB+; 46.3% of NRA), no other tenant occupies more than 11.1% of the Harwood Center Property.

Environmental Matters. The Phase I environmental report dated June 4, 2014 recommended the development and implementation of an asbestos operations and maintenance plan at the Harwood Center Property.

B-31

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

Major Tenants.

Omnicom Group Inc. (334,952 sq. ft., 46.3% of NRA, 61.5% of U/W Base Rent) Omnicom (NYSE: OMC) is an investment grade rated advertising and marketing communications services company. Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to more than 5,000 clients in more than 100 countries. Omnicom manages a portfolio of three advertising agency networks, numerous national advertising agencies, a network of more than 175 marketing services companies and a media group, Omnicom Media Group, which includes two providers of media planning and buying services. Omnicom and subsidiaries offer services in over 30 marketing communications disciplines across more than 200 strategic brand platforms. Omnicom had year-end 2013 revenues of approximately $14.6 billion and 71,800 employees. Omnicom originally occupied 294,958 sq. ft. at the Harwood Center Property in 2000 and has expanded its premises in 2004, 2005, 2006 and 2008 to an aggregate of 334,952 sq. ft. Omnicom has a lease expiration date of December 31, 2019 with two five-year renewal options remaining.

Jacobs Engineering Group (80,373 sq. ft., 11.1% of NRA, 11.6% of U/W Base Rent) Jacobs Engineering Group (“Jacobs”) (NYSE: JEC) is one of the world’s largest and most diverse providers of technical, professional, and construction services, including all aspects of architecture, engineering and construction, operations and maintenance, as well as scientific and specialty consulting. Jacobs serves a broad range of companies and organizations, including industrial, commercial, and government clients across multiple markets and geographies. Jacobs was founded in 1947, reported 2013 revenues of $11.8 billion and employs 70,000 employees worldwide. Jacobs has been in occupancy at the Harwood Center Property since 2013 and leases 80,373 sq. ft. expiring April 30, 2025 with four five-year renewal options remaining.

The Market. The Harwood Center Property is located at the corner of North Harwood Street and Bryan Street in the Dallas, Texas central business district. The Dallas metropolitan statistical area is the fourth largest in the United States with a population of 6.9 million as of 2014 and reported an unemployment rate of 4.8% as of April 2014. According to the appraisal, Dallas is a center for semiconductor manufacturing, telecommunications, defense and technology services. The Harwood Center Property is located less than one mile from the Woodall Rodgers Freeway and Central Expressway US 75 next to the St. Paul station of the Dallas Area Rapid Transit (“DART”) light rail transportation system, which featured an average weekday ridership of 96,300 in 2013. Four out of the five lines that form the DART light rail transportation system are accessible from the St. Paul station. The Harwood Center Property also features access to the Dallas underground tunnel system, which offers over 250 dining and shopping options and connects over 30 buildings and garages in the central business district. Additionally, the Harwood Center Property will have trolley access via the planned M-Line Trolley Arts District Loop expansion, which will pass directly underneath the Harwood Center Property on Federal Street and have a stop at the north corner of Federal Street and North Harwood Street. The Arts District of Dallas, located north of the Harwood Center Property, features dozens of museums and galleries, various modern and contemporary housing options, and numerous fine dining establishments and cafés.

According to a market research report, the Harwood Center Property is located within the Dallas/Fort Worth office market. As of the first quarter of 2014, the Dallas/Fort Worth office market consisted of approximately 341.0 million sq. ft. within 10,895 buildings with an average asking rate of $20.89 PSF and a vacancy rate of 14.7%. The appraiser identified five comparable office properties in the Dallas central business district, with a weighted average occupancy of 84.5% and weighted average quoted rental rates of $20.65 PSF inclusive of appraiser reported expense reimbursements. The appraiser’s competitive set is detailed below:

Competitive Properties(1)
Property	Location	Distance	Occupancy	Year Built	Total Building Area (Sq. Ft.)	Quoted Rent (PSF)	Expenses
Harwood Center Property	Dallas, TX	NAP	84.0%(2)	1982	723,963(2)	$20.80(2)	Plus E
Bryan Tower	Dallas, TX	0.4 mi.	79%	1973	1,124,021	$12.55	NNN ($7.45 PSF)
Thanksgiving Tower	Dallas, TX	0.4 mi.	81%	1982	1,375,663	$20.00	Plus E ($1.38 PSF)
2100 Ross	Dallas, TX	0.4 mi.	84%	1982	866,709	$26.00	Plus E ($1.25 PSF)
Fountain Place	Dallas, TX	0.6 mi.	88%	1985	1,200,266	$29.00	Plus E ($1.60 PSF)
Energy Plaza	Dallas, TX	0.4 mi.	92%	1984	1,027,363	$16.00	Full Service

(1)	Source: Appraisal

(2)	Based on the rent roll dated June 1, 2014.

B-32

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	T-12 6/30/2014	U/W	U/W PSF
Base Rent	$11,400,475	$10,652,767	$11,731,682	$12,622,582	$12,583,647	$17.38
Rent Steps	0	0	0	0	65,944	0.09
Value of Vacant Space	0	0	0	0	2,188,622	3.02
Gross Potential Rent	$11,400,475	$10,652,767	$11,731,682	$12,622,582	$14,838,212	$20.50
Total Recoveries	803,819	853,502	899,882	819,866	1,432,641	1.98
Total Other Income(1)	874,783	846,697	1,145,691	1,267,500	1,277,769	1.76
Less: Vacancy(2)	0	0	0	0	(2,402,629)	(3.32)
Effective Gross Income	$13,079,077	$12,352,966	$13,777,255	$14,709,948	$15,145,993	$20.92
Total Operating Expenses	6,167,563	5,997,166	6,105,011	6,484,818	6,731,687	9.30
Net Operating Income	$6,911,514	$6,355,799	$7,672,244	$8,225,130	$8,414,306	$11.62
TI/LC	0	0	0	0	626,736	0.87
Capital Expenditures	0	0	0	0	144,793	0.20
Net Cash Flow	$6,911,514	$6,355,799	$7,672,244	$8,225,130	$7,642,778	$10.56

(1)	Total Other Income is primarily comprised of parking income.

(2)	U/W Vacancy is underwritten to the economic vacancy of 14.8%. As of the June 1, 2014 rent roll, the Harwood Center Property was 84.0% occupied.

Property Management. The Harwood Center Property is managed by FPG Texas Management, LP, a borrower affiliate.

Lockbox / Cash Management. The Harwood Center Loan is structured with a hard lockbox and springing cash management. The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and other payments into the lockbox account controlled by the lender. So long as no Cash Management Trigger Event Period (as defined below) exists, all funds in the clearing account are required to be released to the borrower. During the existence of a Cash Management Trigger Event Period, all funds in the lockbox account are swept daily to a cash management account under the control of the lender and applied during each interest period of the loan term to payments of debt service, required reserves, approved operating expenses and other items required under the loan documents. Provided no Cash Sweep Event Period (as defined below) exists, the remaining cash flow will be released to the borrower. During the existence of any Cash Sweep Event Period, all funds remaining in the cash management account are required to be held by the lender as additional collateral for the Harwood Center Loan in the major tenant reserve funds account if a Major Tenant Trigger Event (as defined below) is occurring, or in the excess cash flow account if a Major Tenant Trigger Event is not occurring.

A “Cash Management Trigger Event Period” will commence upon the occurrence of any of the following: (i) an event of default, (ii) any bankruptcy action of borrower or guarantor, (iii) any bankruptcy action of the manager, (iv) if the debt service coverage ratio based on the trailing 12 month period is less than 1.20x, (v) a Major Tenant Trigger Event, (vi) a felony indictment or an indictment for fraud of manager or any director or officer of manager or (vii) a Third Party Manager Trigger Event (as defined below). A “Cash Management Trigger Event Period” will end, (A) with respect to clause (i) above, upon the cure of such event of default and acceptance of such cure by lender, (B) with respect to clause (ii) above, upon the bankruptcy action being discharged, stayed or dismissed within 90 days and the lender’s determination that such bankruptcy action does not materially increase the borrower’s or guarantor’s monetary obligations or ability to perform their respective obligations under the loan documents, (C), with respect to clause (iii) above, (a) upon the bankruptcy action being discharged, stayed or dismissed within 120 days and lender’s determination that such bankruptcy action does not materially increase the manager’s monetary obligations or ability to perform its obligations under the loan documents or (b) upon borrower replacing manager with a qualified manager pursuant to a replacement management agreement, (D) with respect to clause (iv) above, upon the date the debt service coverage ratio based on the trailing 12 month period is greater than 1.25x for one quarter and (E) with respect to clause (v) above, upon the cure of a Major Tenant Trigger Event (as defined below).

A “Cash Sweep Event Period” will commence upon the occurrence of any of the following: (i) an event of default, (ii) any bankruptcy action of the borrower or guarantor, (iii) any bankruptcy action of manager, (iv) if the debt service coverage ratio based on the trailing 12 month period is less than 1.10x, or (v) a Third Party Manager Trigger Event. A “Cash Sweep Event Period” will end, (A) with respect to clause (i) above, upon the cure of such event of default and acceptance of such cure by the lender, (B) with respect to clause (ii) above, upon the bankruptcy action being discharged, stayed or dismissed within 90 days and the lender’s determination that such bankruptcy action does not materially increase the borrower’s or guarantor’s monetary obligations or ability to perform their respective obligations under the loan documents, (C) with respect to clause (iii) above, (a) upon the bankruptcy action being discharged, stayed or dismissed within 120 days and the lender’s determination that such bankruptcy action does not materially increase the manager’s monetary obligations or ability to perform its obligations under the loan documents or (b) if borrower replaces the manager with a qualified

B-33

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

manager pursuant to a replacement management agreement and (D) with respect to clause (iv) above, upon the date the debt service coverage ratio based on the trailing 12 month period is greater than 1.15x for one quarter.

A “Major Tenant Trigger Event” means the occurrence of any of the following: (i) a Major Tenant (as defined below) providing notice of its intent to terminate or not extend or renew its lease, (ii) a Major Tenant fails to extend or renew its lease on or prior to 24 months of the then applicable expiration date of its lease, (iii) a Major Tenant fails to notify the landlord of its election to extend or renew its lease on or prior to the date required under the lease for the giving of such notice, (iv) an event of default under a Major Tenant lease, (v) the bankruptcy action of a Major Tenant or any guarantor of Major Tenant’s obligations under any Major Tenant lease, or (vi) the Major Tenant either (a) vacates or ceases to occupy or discontinues normal business operations in its space other than a temporary cessation of business operations for permitted renovations or necessary repairs, or (b) terminates or surrenders its lease. A “Major Tenant Trigger Event” will be cured upon the following: (A) with respect to clauses, (i), (ii) and (iii) above, either (a) the Major Tenant executes and delivers a lease extension to borrower and all tenant improvement costs, leasing commissions and other material costs and expenses are paid or an amount sufficient to cover said costs is deposited into the major tenant reserve account or (b) the borrower has re-let the entire Major Tenant space to one or more replacement tenant(s), (B) with respect to clause (iv) above, a cure of the applicable event of default, (C) with respect to clause (v) above, the affirmation of the Major Tenant lease in the applicable bankruptcy proceeding, provided that the Major Tenant is actually paying all rents and other amounts due under its lease and (D) with respect to clause (vi) above, either (a) the Major Tenant recommences its normal business operations or (b) the borrower has re-let the entire Major Tenant space to one or more replacement tenant(s).

“Major Tenant” means (i) Omnicom or (ii) any tenant or replacement that together with its affiliates, leases space comprising either (a) greater than 20% of the total rentable square footage or (b) 20% or more of the total in-place base rent.

“Third Party Manager Trigger Event” means the occurrence of (i) if the property is self-managed by the borrower or any of its affiliates, a felony indictment or an indictment for fraud of guarantor or any director or officer of borrower or guarantor or (ii) if the property is managed by a manager that is an affiliate of borrower or guarantor, a felony indictment or an indictment for fraud of such affiliated manager or any director or officer of such affiliated manager.

Initial Reserves. At closing, the borrower deposited (i) $1,006,706 into a tax reserve account, (ii) $26,874 into an insurance reserve account, (iii) $2,000,000 into the Omnicom Rollover reserve account for tenant improvement and leasing commissions that may be incurred in regards to the renewal or retenanting of the Omnicom space, (iv) $56,782 into the Ground Rent reserve account, (v) $1,000,000 into the Omnicom Free Rent reserve account for free rent due to Omnicom, (vi) $61,358 into the Parking Rent reserve account, (vii) $221,739 into the other tenant Free Rent reserve account for free rent due to Cantey & Hanger, CT Corporation, Ikon Office Solutions, SWACHA, and Viewpointe, and (viii) $96,579 into the landlord obligations holdback reserve account for outstanding Landlord Obligations due to Cantey & Hanger and SWACHA.

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 $117,059, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $10,336, into an insurance reserve account, (iii) $12,066 into a capital expenditure reserve account, (iv) $75,413 into a TI/LC reserve account, (v) an amount equal to the ground rent that will be payable under each ground lease for the month immediately following the month in which the monthly payment occurs, which currently equates to $18,927, into a Ground Rent reserve account, (vi) $52,083 into the Omnicom Free Rent reserve account, which deposit will not be required after the monthly payment due in July 2017, (vii) an amount equal to the Parking Rent that will be payable under each parking agreement for the month immediately following the month in which the monthly payment occurs, which currently equates to $61,358, into a Parking Rent reserve account, and (viii) $27,778 into the Jacobs Engineering Free Rent reserve account, which deposit will not be required after the monthly payment due in July 2017.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. The borrower is permitted to obtain future mezzanine financing provided, among other conditions: (i) the combined LTV ratio does not exceed 85.0% and (ii) the combined debt service coverage ratio is at least 1.10x.

The borrower has requested the lender’s consent in connection with a proposed transfer of a 25% indirect interest in the borrower, which proposed transfer includes, without limitation, a preferred investment in the amount of $6,500,000 with a required monthly payment of a 9.5% current preferred return and a mandatory redemption date occurring in September 2024. Such request is pending review of the COMM 2014-UBS5 master servicer.

Ground Lease. The Harwood Center Property is comprised of four parcels, three of which, totaling 38,005 sq. ft., are subject to long-term ground leases. The lessors on the ground leases are FRK Properties, Inc., the Estate of Elise M. Kleuser and Maher Properties Two. The ground lease with FRK Properties, Inc. commenced on May 1, 1978 and expires on May 1, 2077. The ground lease with the Estate of Elise M. Kleuser commenced on September 1, 1978 and expires on September 1, 2077. The ground lease with Maher

B-34

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

Properties Two commenced on November 1, 1978 and expires on November 1, 2077. All three ground leases expire in 2077, approximately 53 years after the Harwood Center Loan’s maturity date. The aggregate ground rent remains $227,129 per year until 2018, at which time the rental payments reset to 8% of the appraised value of the parcels for the next 10 year period.

B-35

1999 Bryan Street

Dallas, TX 75201

Collateral Asset Summary – Loan No. 4

Harwood Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$60,000,000

72.6%

1.36x

9.3%

B-36

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-37

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

B-38

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsors:	Frederick N. Smith; Laurie M. Smith
Borrower:	Hayden and National, L.P.
Original Balance:	$56,500,000
Cut-off Date Balance:	$56,500,000
% by Initial UPB:	4.8%
Interest Rate:	4.4100%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 4, 2024
Amortization:	360 months
Additional Debt:	None
Call Protection:	L(24), D(92), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$124,195	$17,742
Insurance:	$0	Springing
Replacement:	$0	$2,625
TI/LC:	$134,767	$22,371
Free Rent:	$591,588	NAP
RealD Free Rent:	$631,658	NAP
RealD Holdback(2):	$2,000,000	NAP
Omelet Holdback(3):	$1,929,966	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$359
Balloon Balance / Sq. Ft.:	$290
Cut-off Date LTV(4):	73.4%
Balloon LTV(4):	59.3%
Underwritten NOI DSCR(5):	1.48x
Underwritten NCF DSCR(5):	1.40x
Underwritten NOI Debt Yield(5):	8.9%
Underwritten NCF Debt Yield(5):	8.4%
Underwritten NOI Debt Yield at Balloon(5):	11.0%
Underwritten NCF Debt Yield at Balloon(5):	10.4%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral:	Fee Simple
Location:	Culver City, CA
Year Built / Renovated:	1946 / 2014
Total Sq. Ft.:	157,491
Property Management:	Samitaur Constructs
Underwritten NOI:	$5,042,945
Underwritten NCF:	$4,750,864
“As Complete” Appraised Value(4):	$77,000,000
“As Complete” Appraisal Date:	October 1, 2014

Historical NOI
Most Recent NOI:	$4,186,277(T-12 March 31, 2014)
2013 NOI:	$3,869,125 (December 31, 2013)
2012 NOI:	$3,836,656 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy(6):	97.9% (September 4, 2014)
2013 Occupancy:	97.7% (December 31, 2013)
2012 Occupancy:	97.9% (December 31, 2012)

(1)	See “Initial Reserves” and “Ongoing Reserves” herein.

(2)	See “RealD Holdback” herein.

(3)	See “Omelet Holdback” herein.

(4)

The “As Complete” value is based on the completion of the Pterodactyl Building, which is anticipated to occur in the fourth quarter of 2014, and assumes RealD has executed a lease to occupy the 28,199 sq. ft. space currently leased to Ogilvy & Mather. The Pterodactyl Building is 100% leased to Omelet, which is anticipated to take occupancy in the fourth quarter of 2014. RealD has signed a letter of intent for the Ogilvy & Mather space. Based on the “As Is” Appraised Value of $74,000,000, the Cut-off Date LTV and Balloon LTV are 76.4% and 61.7%, respectively.

(5)	DSCR and Debt Yield calculations are based on RealD being in occupancy and paying full unabated rent.

(6)	Assumes Omelet (expected to occupy 100% of the Pterodactyl Building (8.1% of NRA) commencing in the fourth quarter of 2014) is in occupancy.

B-39

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent PSF	% of Total U/W Base Rent	Lease Expiration
RealD(1)	NR/NR/NR	28,199	17.9%	$38.40	21.1%	7/30/2025
Media Navi (M-GO)	NR/NR/NR	20,480	13.0%	$32.75	13.1%	3/31/2016
Wild Card Media	NR/NR/NR	18,091	11.5%	$32.16	11.4%	8/31/2018
Omelet(2)	NR/NR/NR	12,730	8.1%	$39.00	9.7%	11/30/2019
Anonymous Content(3)	NR/NR/NR	11,145	7.1%	$28.19	6.1%	12/31/2021
Total Major Tenants		90,645	57.6%	$34.71	61.4%
Remaining Tenants(4)		63,552	40.4%	$31.08	38.6%
Total Occupied Collateral		154,197	97.9%	$33.21	100.0%
Vacant		3,294	2.1%
Total		157,491	100.0%

(1)	The 28,199 sq. ft. RealD space is currently occupied by Ogilvy & Mather. RealD has a signed a letter of intent (“LOI”) to take over the space. If RealD does not execute a new lease, Ogilvy & Mather is contractually obligated for this space through a lease that expires in October 2016.

(2)

Omelet is anticipated to take occupancy in the fourth quarter of 2014 upon completion of the Pterodactyl Building. If the Omelet space has not been delivered by December 21, 2014, Omelet has the right to terminate its lease; provided, however, the borrower may void termination notice from Omelet if, within five days of receipt of such termination notice, the borrower notifies tenant that it will deliver the space ready for occupancy within 30 days (and such space is delivered in that time frame).

(3)	Anonymous Content has executed two expansion leases at the Culver City Creative Office Property and will be taking over 3,305 sq. ft. in April 2016 and 7,869 sq. ft. in October 2015. After the expansions are complete, Anonymous Content will occupy 22,319 sq. ft.

(4)	Samitaur Constructs, a sponsor affiliate, leases 7,203 sq. ft. on a month-to-month basis.

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 PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	2	9,191	5.8%	9,191	5.8%	$28.06	5.0%	5.0%
2014	0	0	0.0%	9,191	5.8%	$0.00	0.0%	5.0%
2015	3	17,687	11.2%	26,878	17.1%	$32.17	11.1%	16.1%
2016	3	27,219	17.3%	54,097	34.3%	$32.83	17.4%	33.6%
2017	1	10,345	6.6%	64,442	40.9%	$30.39	6.1%	39.7%
2018	3	37,681	23.9%	102,123	64.8%	$31.66	23.3%	63.0%
2019	1	12,730	8.1%	114,853	72.9%	$39.00	9.7%	72.7%
2020	0	0	0.0%	114,853	72.9%	$0.00	0.0%	72.7%
2021	1	11,145	7.1%	125,998	80.0%	$28.19	6.1%	78.9%
2022	0	0	0.0%	125,998	80.0%	$0.00	0.0%	78.9%
2023	0	0	0.0%	125,998	80.0%	$0.00	0.0%	78.9%
2024	0	0	0.0%	125,998	80.0%	$0.00	0.0%	78.9%
Thereafter	1	28,199	17.9%	154,197	97.9%	$38.40	21.1%	100.0%
Vacant	NAP	3,294	2.1%	157,491	100.0%	NAP	NAP
Total / Wtd. Avg.	15	157,491	100.0%			$33.21	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 Culver City Creative Office loan (the “Culver City Creative Office Loan”) is a $56.5 million fixed rate loan secured by the borrower’s fee simple interest in a 157,491 sq. ft., 10-building interconnected creative office campus located at 3520-3528, 3530-3536, 3540A-3542A Hayden Avenue and 8536 National Boulevard in Culver City, CA (the “Culver City Creative Office Property”). The Culver City Creative Office Loan has a 10-year term and amortizes on a 30-year schedule. The Culver City Creative Office Loan accrues interest at a fixed rate equal to 4.4100%. Loan proceeds were used to pay off previous debt of approximately $22.2 million, fund upfront reserves of approximately $5.4 million, pay closing costs of approximately $0.8 million, and return approximately $28.1 million of equity to the borrower. Based on the “As Complete” appraised value of $77.0 million as of October 1, 2014, the “As Complete” cut-off date LTV ratio is 73.4%.

B-40

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$56,500,000	100.0%	Loan Payoff	$22,209,765	39.3%
			Reserves	$5,412,174	9.6%
			Closing Costs	$786,092	1.4%
			Return of Equity	$28,091,970	49.7%
Total Sources	$56,500,000	100.0%	Total Uses	$56,500,000	100.0%

The Borrower / Sponsor. The borrower, Hayden and National, L.P., is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and nonrecourse carve-out guarantors are Frederick N. Smith and Laurie M. Smith on a joint and several basis.

Samitaur Constructs, owned and founded by Frederick N. Smith and Laurie M. Smith, is a highly experienced diversified and multi‐functional design, development, construction, leasing, and property management firm that has been operating in Los Angeles for over 35 years. The firm has developed approximately 1.0 million square feet of innovative office and studio space valued at more than $180.0 million, in the city of Los Angeles. Samitaur Constructs is best known for its development of the Hayden Tract area of Culver City and has won numerous awards for its design and construction.

The Property. The Culver City Creative Office Property consists of 10 office buildings totaling 157,491 sq. ft. located at 3520-3528, 3530-3536, 3540A-3542A Hayden Avenue and 8536 National Boulevard within the Hayden Tract in Culver City, California. Additionally, the Culver City Creative Office Property includes a parking structure with a 12,730 sq. ft. roof-top office suite, known as the Pterodactyl Building, which is currently in the late stages of development with an anticipated completion date by the end of 2014. The Culver City Creative Office Property was originally constructed in 1946 as an industrial building and has been renovated multiple times, the most recent of which was in 2014 with the Pterodactyl Building. The Culver City Creative Office Property is part of a larger 12 building creative office park, known as Conjunctive Points, which includes a shared center surface parking lot and three-story parking structure. Along with the parking structure, there are 754 parking spaces, which equates to 4.84 spaces per 1,000 sq. ft. The Culver City Creative Office Property is also located approximately one block from the new Exposition Light Rail line and is near Interstate-10 and Interstate-405, two major highway systems in the Los Angeles metropolitan area. The Culver City Creative Office Property is located in the Alquist-Priolo earthquake fault zone. For additional information see “Risk Factors—Risks Related to the Mortgage Loans—Geographic Concentration Exposes Investors to Greater Risk of Default and Loss” in the free writing prospectus.

As of September 4, 2014, the Culver City Creative Office Property was 97.9% leased to 15 tenants, with the five largest tenants, representing 57.6% of the net rentable sq. ft. The Culver City Creative Office Property has maintained 97.7% occupancy since 2012 and has used most of the vacant office space as sponsor storage.

Environmental Matters. The Phase I environmental report, dated June 27, 2014, prepared in connection with the origination of the Culver City Creative Office Loan revealed no evidence of recognized environmental conditions in connection with the property. The report recommended the implementation of an asbestos operations and maintenance program, which was in place at origination.

Major Tenants.

RealD (28,199 sq. ft., 17.9% of NRA, 21.1% of U/W Base Rent). RealD Inc. (“RealD”) (NYSE: RLD) operates as a licensor of 3D and other visual technologies worldwide. The company designs, manufactures, licenses, and markets RealD cinema systems that enable digital cinema projectors to show 3D motion pictures and alternative 3D content to consumers wearing its RealD eyewear. RealD 3D technology has been used by many consumer electronics companies, component manufacturers and broadcasters to deliver the digital 3D entertainment experience to televisions, computers, home theaters, and consumer electronic devices. RealD executed a letter of intent and is in the process of negotiating a leasing agreement to occupy the 28,199 sq. ft. currently leased by Ogilvy & Mather. The lease agreement has an anticipated commencement date 90 days following the delivery of the space, which is anticipated to be in the fourth quarter of 2014. If RealD does not execute a new lease, Ogilvy & Mather will remain as the tenant under the current lease which expires in October 2016. Ogilvy & Mather is one of the largest marketing communications companies in the world with more than 500 offices in 126 countries.

MediaNaviCo, LLC (“M-GO”) (20,480 sq. ft., 13.0% of NRA, 13.1% of U/W Base Rent). M-GO is a pay‐as‐you‐go digital entertainment service that provides instant access to movies and television shows on streaming media devices, smart television, computers and portable devices. M-GO is venture-backed by Dreamworks Animation and Technicolor and has digital licensing agreements with companies such as NBCUniversal, Paramount, Lionsgate, 20th Century Fox, Warner Brothers, Sony Pictures, DreamWorks, Starz, CBS, and Disney. M-GO has one 3-year renewal option with at least 10 months’ notice at fair market rent and no termination options.

B-41

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

Wild Card Media (18,091 sq. ft., 11.5% of NRA, 11.4% of U/W Base Rent). Wild Card Media is a theatrical advertising agency that creates theatrical motion picture campaigns, on-air promotions, interactive game advertising and entertainment-related marketing materials. Wild Card Media, founded in 2007 by Nick Temple, has worked on major studio campaigns for movies such as Man of Steel, Lincoln, Life of Pi, The Great Gatsby, Oblivion, Lone Survivor and Prometheus, among others. Wild Card Media has two 3-year renewal options with at least 10 months notice at fair market rent and has no termination options.

The Market. The Culver City Creative Office Property is located in the Hayden Tract submarket within the Los Angeles office market. Hayden Tract, an 86-acre district, is located approximately halfway between downtown Los Angeles and Santa Monica. The area is known for its architectural style and is home to such companies as Beats by Dre, Nike, Red Bull, Eric Owen Moss Architects, Tennis Channel, Perry Ellis and Rock+Republic, among others. The 2014 population within a 5-mile radius of the Culver City Creative Office Property is 914,270, and the 2014 average household income within a 1, 3, and 5-mile radius is $73,026, $78,899, and $78,357, respectively.

Hayden Tract is in close proximity to two major freeways, the Santa Monica Freeway Interstate-10 and the San Diego Freeway Interstate-405 and is within blocks of the new passenger rail service Exposition Light Rail line. The Exposition Light Rail line (the “Expo Line”) currently connects downtown Los Angeles to its surrounding areas, including the University of Southern California and Culver City, and is being expanded to extend out to Santa Monica. The metropolitan transportation authority estimate this rail line could be one of the most heavily traveled in the United States, with nearly 64,000 passengers a day expected by 2030. Phase I of the Expo Line, which connects downtown Los Angeles and Culver City, was completed in April 2012 and Phase II of the Expo Line project, which connects Culver City to Santa Monica, is scheduled for completion in 2015. Rail service in the area is also provided by Amtrak and Metrolink. The Los Angeles International Airport, which is the fifth busiest airport in the world and third busiest in the United States, is approximately five miles south of the Culver City Creative Office Property. The Long Beach Airport and the Burbank Airport are also within 25 miles of the property. Culver City bus provides public transit service on seven regular routes that cover 25.5 square miles of Westside communities and 52 compressed natural gas (CNG) buses provide service during peak weekday hours, carrying over 5.0 million passengers annually.

According to brokers in this market, the tenants who prefer creative office space do not typically consider more traditional Class A office buildings. Thus, the traditional office market reports do not accurately reflect the strength of this submarket. A local brokerage company tracking creative office space reported a 6.3% creative office submarket vacancy in the first quarter of 2014, a 480 basis point decrease from the prior year. In addition, the creative space submarket has historically generated higher rents and lower vacancies than traditional space in the market. Creative office asking rents for Culver City and West Los Angeles were $35.64 PSF during the first quarter of 2014, a 9.2% increase over first quarter 2013.

Based on comparable properties, the appraiser concluded a market rent of $33.60 PSF modified gross for all the space at the Culver City Creative Office Property except for the Pterodactyl Building, which was estimated at $39.00 PSF modified gross. The appraiser estimated tenant improvements at $15.00 PSF for new leases and $5.00 PSF for renewals. Additionally, the appraisal identified seven sales comparables that ranged from $307 PSF to $672 PSF. The most comparable competitive set of properties can be seen in the subsequent chart:

Competitive Set(1)
Property	Distance From Subject	Major Tenants	Year Built / Renovated	Total Building Lease Area (Sq. Ft.)	Total Building Occupancy %	Property Type
Culver City Creative Office Property	NAP	RealD, M-GO	1946 / 2014	157,491(2)	97.9%(2)	Creative Office
5900 Blackwelder	0.1 miles	Gentleman Scholar	1978 / 2014	42,498	100.0%	Creative Office
3562-3582 Eastham	0.3 miles	Bidz.com	1952 / 2000	70,700	100.0%	Creative Office
Conjunctive Points	0.1 miles	Nike	1948 / 2006	57,489	100.0%	Creative Office
Conjunctive Points – Hayden/National	0.1 miles	Red Bull	1997	52,332	99.2%	Creative Office
Tennis Channel Building	0.1 miles	Tennis Channel	1949	14,380	100.0%	Creative Office
Hayden Creative	0.3 miles	Beats by Dre	1976 / 2014	32,755	100.0%	Creative Office

(1)	Source: Appraisal

(2)	Based on rent roll dated September 4, 2014

B-42

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	T-12 3/31/2014	U/W	U/W PSF
Base Rent(1)	$3,693,445	$3,862,670	$4,077,703	$5,277,376	$33.51
Value of Vacant Space	0	0	0	108,702	0.69
Gross Potential Rent	$3,693,445	$3,862,670	$4,077,703	$5,386,078	$34.20
Total Recoveries	392,292	340,218	339,479	394,479	2.50
Total Other Income	960,484	1,051,249	1,096,404	1,096,404	6.96
Less: Vacancy(2)	0	0	0	(289,028)	(1.84)
Effective Gross Income	$5,046,221	$5,254,136	$5,513,585	$6,587,932	$41.83
Total Operating Expenses	1,209,564	1,385,011	1,327,308	1,544,987	9.81
Net Operating Income	$3,836,656	$3,869,125	$4,186,277	$5,042,945	$32.02
TI/LC	0	0	0	268,457	1.70
Capital Expenditures	0	0	0	23,624	0.15
Net Cash Flow	$3,836,656	$3,869,125	$4,186,277	$4,750,864	$30.17

(1)	U/W Base Rent includes $155,813 in contractual step rent through September 2015.

(2)	U/W Vacancy represents 5.0% of gross income. The Culver City Creative Office Property has maintained 97.7% occupancy since 2012.

Property Management. The Culver City Creative Office Property is managed by Samitaur Constructs, a borrower affiliate.

Lockbox / Cash Management. The Culver City Creative Office 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 the lender. Prior to a Trigger Event (as defined herein), all sums deposited into the clearing account will be transferred into the borrower’s operating account. Following a Trigger Event, any sums on deposit in the clearing account will be transferred on a daily basis to an account controlled by the lender.

A “Trigger Event” will commence upon the occurrence of (i) an event of default or (ii) if the debt service coverage ratio falls below 1.10x on the last day of any calendar quarter. A Trigger Event will cease to exist upon (a) with respect to clause (i) above, such event of default has been cured and (b) with respect to clause (ii) above, the debt service coverage ratio equals or exceeds 1.15x for two consecutive quarters.

Initial Reserves. At loan closing, the borrower deposited (i) $124,195 into a tax reserve account, (ii) $134,767 into the TI/LC reserve account, (iii) $591,588 into a free rent reserve account ($100,137 of which is related to Anonymous Content), (iv) $631,658 into a RealD free rent reserve account (which amount is equal to seven months of free rent permitted under the RealD lease) (v) $2,000,000 into a RealD holdback reserve account (as described below) and (vi) $1,929,966 into an Omelet holdback reserve account (as described below).

RealD Holdback. At loan closing, the borrower deposited $2,000,000 into the RealD Holdback reserve account, which amount will be held by the lender as additional collateral for the Culver City Creative Office Loan; provided, however, the borrower may request the release of a portion of such amounts, provided no event of default is continuing, for tenant improvement allowances and leasing commissions incurred in connection with the RealD space (or in the event that RealD terminates its lease, a replacement tenant for such space). In addition, at such time as either the tenant has satisfied certain occupancy conditions or the Culver City Creative Office Property has achieved a debt yield of at least 8.0% for two consecutive quarters, amounts in the RealD Holdback reserve will be released to the borrower.

Omelet Holdback. At loan closing, the borrower deposited $1,929,966 into an Omelet Holdback reserve account, which amount will be held by the lender as additional collateral for the Culver City Creative Office Loan; provided, however, the borrower may request the release of a portion of the funds from the Omelet Holdback reserve, provided no event of default is continuing, for tenant improvement allowances, leasing commissions and capital expenditures incurred in connection with the Omelet space (or in the event that Omelet terminates its lease, a replacement tenant for such space). In addition at such time that Omelet or the applicable replacement tenant(s) have satisfied certain occupancy conditions, amounts in the Omelet Holdback reserve will be released to the borrower.

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 $17,742, into a tax reserve account, (ii) $2,625 into a replacement reserve account, and (iii) $22,371 into a TI/LC reserve account, subject to a TI/LC reserve cap equal to 24 times the then required monthly reserve deposit (currently $536,904). In addition, the 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.

B-43

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-44

Culver City, CA 90232

Collateral Asset Summary – Loan No. 5

Culver City Creative Office

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,500,000

73.4%

1.40x

8.9%

B-45

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

B-46

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Recapitalization
Sponsors:	Robert Wolf; Paul Wasserman; Normandy Real Estate Fund III, LP
Borrowers:	W 80 Maiden Owner LLC; NK 80 Maiden Owner, LLC; Wassco LLC
Original Balance(1):	$55,000,000
Cut-off Date Balance(1):	$55,000,000
% by Initial UPB:	4.7%
Interest Rate:	4.2645%
Payment Date:	6th of each month
First Payment Date:	October 6, 2014
Maturity Date:	September 6, 2019
Amortization:	Interest Only
Additional Debt(1):	$90,000,000 Pari Passu Debt
Call Protection:	L(25), D(31), O(4)
Lockbox / Cash Management:	Springing Hard / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$872,250	$290,750
Insurance:	$185,141	$15,428
Replacement:	$0	$6,901
TI/LC:	$0	$46,005
Required Repairs:	$312,500	NAP
Recent Leasing(3):	$1,805,502	NAP

Financial Information(4)
Cut-off Date Balance / Sq. Ft.:	$263
Balloon Balance / Sq. Ft.:	$263
Cut-off Date LTV:	61.7%
Balloon LTV:	61.7%
Underwritten NOI DSCR(5):	1.83x
Underwritten NCF DSCR(5):	1.73x
Underwritten NOI Debt Yield:	7.9%
Underwritten NCF Debt Yield:	7.5%
Underwritten NOI Debt Yield at Balloon:	7.9%
Underwritten NCF Debt Yield at Balloon:	7.5%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type(6):	CBD Office
Collateral:	Fee Simple
Location:	New York, NY
Year Built / Renovated:	1810, 1912 / 1986, 1988, 2004, 2013
Total Sq. Ft.(6):	552,064
Property Management:	WNK Maiden Management LLC
Underwritten NOI(7):	$11,457,970
Underwritten NCF:	$10,823,096
Appraised Value:	$235,000,000
Appraisal Date:	July 1, 2014

Historical NOI(7)
2013 NOI:	$7,773,405 (December 31, 2013)
2012 NOI:	$10,967,477 (December 31, 2012)
2011 NOI:	$9,977,116 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	94.1% (April 30, 2014)
2013 Occupancy:	95.1% (December 31, 2013)
2012 Occupancy:	99.0% (December 31, 2012)
2011 Occupancy:	99.0% (December 31, 2011)

(1)

The Original Balance and Cut-off Date Balance of $55.0 million represent the non-controlling Note A-2 of a $145.0 million whole loan (the “80 and 90 Maiden Lane Loan Combination”) evidenced by two pari passu notes. The pari passu companion loan is the controlling Note A-1 with a Cut-off Date Balance of $90.0 million, which was securitized in the COMM 2014-LC17 transaction.

(2)	See “Initial Reserves” and “Ongoing Reserves” herein.

(3)	The Recent Leasing reserve represents $1,100,000 of tenant improvements for NYC DOI, $60,049 of tenant improvements for United Cerebral Palsy and $645,453 in free rent associated with NYC DOI.

(4)	DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate 80 and 90 Maiden Lane Loan Combination.

(5)	Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on a 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.34x and 1.26x, respectively.

(6)	The 80 and 90 Maiden Lane Property has 29,146 sq. ft. of retail space (5.3% of NRA) leased to eight tenants.

(7)

The decrease in NOI from 2012 to 2013 and the subsequent increase to Underwritten NOI was primarily due to two major tenants, SUNY and Met Council, vacating the 80 and 90 Maiden Lane Property. These two spaces were re-leased to Catholic Charities of NY in November 2013 and Accion East in March 2013. Additionally, since 2013, 14 tenants totaling 102,259 sq. ft. have either executed new leases or expanded their current space at the 80 and 90 Maiden Lane Property.

B-47

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

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
Office Tenants
NY Dept of Investigation	AA/Aa2/AA	107,668	19.5%	$33.79	21.1%	7/31/2025(2)
Office of Children & Family Services	AA/Aa2/AA	45,924	8.3%	$30.70	8.2%	12/31/2015(3)
United Cerebral Palsy	NR/NR/NR	30,121	5.5%	$30.82	5.4%	8/31/2023
NYC Dept of Education	AA/Aa2/AA	26,474	4.8%	$39.41	6.1%	7/31/2020(4)
Catholic Charities of NY	NR/NR/NR	26,438	4.8%	$27.39	4.2%	4/30/2029(5)
Total Major Office Tenants		236,625	42.9%	$32.73	45.0%
Remaining Office Tenants		253,615	45.9%	$31.14	45.9%
Total Occupied Office Tenants		490,240	88.8%	$31.91	90.9%
Vacant Office		32,678	5.9%
Total Office		522,918	94.7%

Retail Tenants
Duane Reade	NR/Baa1/BBB	7,530	1.4%	$49.01	2.1%	7/31/2017
Gristedes Foods Inc.	NR/NR/NR	7,500	1.4%	$69.00	3.0%	9/30/2027
Mala Dees Stores	NR/NR/NR	3,440	0.6%	$39.56	0.8%	5/31/2019
Gerasimos Inc.	NR/NR/NR	3,300	0.6%	$29.53	0.6%	8/31/2019
Jersey Mikes	NR/NR/NR	3,200	0.6%	$100.00	1.9%	7/31/2023
Total Major Retail Tenants		24,970	4.5%	$57.67	8.4%
Remaining Retail Tenants		4,176	0.8%	$31.95	0.8%
Total Occupied Retail Tenants		29,146	5.3%	$53.99	9.1%
Vacant Retail		0	0.0%
Total Retail		29,146	5.3%
Total		552,064	100.0%

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

(2)

NY Dept of Investigation (“NYC DOI”) has a one-time right to terminate its expansion space lease for 7,693 sq. ft. on the 14th floor on June 30, 2016 with at least six months prior notice and payment of $60,996. On June 30, 2022, NYC DOI may freely release the 14th floor at no cost with at least six months prior notice. NYC DOI has the right to terminate its expansion space lease upon borrowers’ failure to complete the required work at this space. The borrowers have notice and cure rights prior to a termination of the expansion space. All costs associated with such tenant improvement work have been reserved with lender. The 80 and 90 Maiden Lane Loan is structured with an excess cash flow sweep upon certain triggers related to the NYC DOI tenant. See “Lockbox / Cash Management” herein.

(3)

The Office of Children & Family Services has the right to freely terminate 3,942 sq. ft. of its space on the fourth floor with at least six months prior notice. Additionally, the Office of Children & Family Services is permitted to terminate its lease at any time its government appropriations are not available or allocated for lease obligations. The Office of Children & Family Services has one, 5-year renewal option.

(4)	The NYC Dept of Education can freely terminate its lease with 180 days prior notice.

(5)	Catholic Charities of NY has one, 5-year renewal option.

B-48

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

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 PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM(2)	1	15,170	2.7%	15,170	2.7%	$6.16	0.5%	0.5%
2014	3	6,087	1.1%	21,257	3.9%	$38.94	1.4%	1.9%
2015	9	78,735	14.3%	99,992	18.1%	$33.61	15.4%	17.3%
2016	8	55,723	10.1%	155,715	28.2%	$29.82	9.7%	26.9%
2017	14	59,825	10.8%	215,540	39.0%	$33.22	11.5%	38.5%
2018	4	9,016	1.6%	224,556	40.7%	$39.93	2.1%	40.6%
2019	6	22,658	4.1%	247,214	44.8%	$35.79	4.7%	45.3%
2020	4	42,674	7.7%	289,888	52.5%	$36.07	8.9%	54.2%
2021	3	17,187	3.1%	307,075	55.6%	$32.60	3.3%	57.5%
2022	3	8,988	1.6%	316,063	57.3%	$31.56	1.6%	59.1%
2023	5	54189	9.8%	370,252	67.1%	$35.36	11.1%	70.3%
2024	1	7,528	1.4%	377,780	68.4%	$31.93	1.4%	71.7%
Thereafter	3	141,606	25.7%	519,386	94.1%	$34.46	28.3%	100.0%
Vacant	NAP	32,678	5.9%	552,064	100.0%	NAP	NAP
Total / Wtd. Avg.	64	552,064	100.0%			$33.15	100.0%

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

(2)	The space at the 80 and 90 Maiden Lane Property classified as MTM is owner occupied basement space by AM Property Management.

The Loan. The 80 and 90 Maiden Lane loan (the “80 and 90 Maiden Lane Loan”) consists of the non-controlling Note A-2 with a Cut-off Date Balance of $55.0 million of a fixed rate whole loan in the aggregate original principal amount of $145.0 million (the “80 and 90 Maiden Lane Loan Combination”). The 80 and 90 Maiden Lane Loan Combination is secured by the borrowers’ fee simple interest in two adjacent office buildings totaling 552,064 sq. ft., located at 80 and 90 Maiden Lane, New York City on Maiden Lane between Pearl and William Streets (the “80 and 90 Maiden Lane Property”). Only the non-controlling Note A-2 will be included in the COMM 2014-CCRE20 trust. The controlling Note A-1, with a Cut-off Date Balance of $90.0 million, was securitized in the COMM 2014-LC17 transaction. The 80 and 90 Maiden Lane Loan has a five-year term and interest only payments for the term of the loan. The 80 and 90 Maiden Lane Loan accrues interest at a fixed rate equal to 4.2645% and has a Cut-off Date Balance of $55.0 million. As part of the transaction, a joint venture between Normandy Real Estate Fund III, LP and Kushner Companies (the “Normandy JV”) purchased a 40.5% interest in the 80 and 90 Maiden Lane Property. The proceeds of the 80 and 90 Maiden Lane Loan Combination along with approximately $30.8 million of new cash equity from the Normandy JV were used to retire existing debt of approximately $85.6 million, buyout a partner and restructure the sponsorship, cover closing costs, pay reserves and return approximately $25.3 million of equity to Paul Wasserman and Robert Wolf. Based on the appraised value of $235.0 million as of July 1, 2014, the cut-off date LTV is 61.7% with remaining implied equity of $90.0 million. The most recent prior financing of the 80 and 90 Maiden Lane Property was included in the CSFB 2005-C3 transaction.

The relationship between the holders of the Note A-1 and the Note A-2 will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—Loan Combinations—The 80 and 90 Maiden Lane Loan Combination” in this prospectus supplement.

Pari Passu Note Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$90,000,000	$90,000,000	COMM 2014-LC17	Yes
Note A-2	$55,000,000	$55,000,000	COMM 2014-CCRE20	No
Total	$145,000,000	$145,000,000

B-49

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$145,000,000	82.5%	Loan Payoff	$85,628,647	48.7%
New Cash Equity	$30,795,329	17.5%	Closing Costs	$11,051,679	6.3%
			Reserves	$3,175,393	1.8%
			Partnership Buyout	$50,678,780	28.8%
			Return of Equity(1)	$25,260,829	14.4%
Total Sources	$175,795,329	100.0%	Total Uses	$175,795,329	100.0%

(1)	As part of the transaction, a joint venture between Normandy Real Estate Fund III, LP and Kushner Companies purchased a 40.5% interest in the 80 and 90 Maiden Lane Property.

The Borrowers / Sponsor. The borrowers are W 80 Maiden Owner LLC, NK 80 Maiden Owner, LLC and Wassco LLC as tenants in common. The sponsors of the borrowers and the non-recourse carveout guarantors are Normandy Real Estate Fund III, LP and Paul Wasserman, on a joint and several basis, and Robert Wolf (only with respect to acts, events or matters that relate to W 80 Maiden Owner LLC). Each borrower is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. In addition to the non-recourse carveouts, the guarantors guaranteed payment under certain leases. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Loan Sponsor Guaranties” in this prospectus supplement.

Normandy Real Estate Fund III, LP is an investment fund operated by Normandy Real Estate Partners (“Normandy”). Normandy was founded in 2002 and is headquartered in Morristown, New Jersey. Normandy has acquired or developed over 25.0 million sq. ft. of commercial space, 2,500 residential units, 1,100 hotel rooms, and numerous land development sites across the Northeast and Mid-Atlantic region through various funds. Normandy currently has over 110 employees, and manages approximately $1.5 billion of equity capital and 15.5 million sq. ft. of commercial space.

Paul Wasserman is the managing partner of A.M. Property Holding Corporation, which currently operates approximately 2.5 million sq. ft. of real estate in Manhattan and Long Island.

Robert Wolf currently manages his family’s real estate holdings. Mr. Wolf currently has ownership interest in 18 commercial properties, 24 residential assets, five land sites, and two hotel assets valued at over $2 billion.

The Property. The 80 and 90 Maiden Lane Property is comprised of two adjacent landmarked office buildings, 80 Maiden Lane, a 25-story office building that was built in 1912 and having recent renovations in 2004 and 2013, and 90 Maiden Lane, a four-story office property built in 1810 and having recent renovations in 2004 and 2013. The 80 and 90 Maiden Lane Property totals 552,064 sq. ft. and is comprised of 522,918 sq. ft. of office space and 29,146 sq. ft. of retail space. As of April 30, 2014, the office space (90.9% of U/W Base Rent) was approximately 93.8% occupied and the retail space (9.1% of U/W Base Rent) was 100.0% occupied. The 80 and 90 Maiden Lane Property is 34.0% leased (by NRA) to investment grade tenants. Office floor plates in the 80 Maiden Lane building are between 20,000 sq. ft. and 21,000 sq. ft. and are serviced by 12 passenger elevators and two freight elevators. Office floor plates in the 90 Maiden Lane building are 6,686 sq. ft. and are serviced by one passenger elevator and one freight elevator. The 80 and 90 Maiden Lane Property has experienced significant recent leasing activity, with 20 tenants either signing new leases, renewing their leases or extending their leases since 2012.

The 80 and 90 Maiden Lane Property is located in the Insurance District of Downtown Manhattan, between William and Pearl Streets. The Insurance District is located north of the Financial East District and east of the World Trade Center District. The 80 and 90 Maiden Lane Property is located proximate to multiple subway stations that service the 2, 3, J, Z, 5 and 6 trains with access to both Grand Central Terminal and Penn Station. Additionally, the 80 and 90 Maiden Lane Property is in close proximity to the Pier 11 Ferry Terminal.

Environmental Matters. The Phase I environmental report dated July 21, 2014 recommended the development and implementation of an asbestos operation and maintenance plan at the 80 and 90 Maiden Lane Property, which is currently in place.

B-50

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

Major Tenants.

NY Dept of Investigation (107,668 sq. ft.; 19.5% of NRA; 21.1% of U/W Base Rent) The NY Dept of Investigation (“NYC DOI”) (rated AA/Aa2/AA by Fitch/Moody’s/S&P) was founded in the 1870s, and is one of the oldest law-enforcement agencies in the country. The NYC DOI serves the Mayor and the people of New York City as an independent and nonpartisan watchdog for the New York City government. The NYC DOI has recently expanded at the 80 and 90 Maiden Lane Property with additional leases through July 2025, and has been in occupancy at the 80 and 90 Maiden Lane Property since 1995. The NY DOI lease is signed by The City of New York. The NYC DOI has a one-time right to terminate its lease with respect to the 14th floor expansion space effective June 30, 2016 or June 30, 2022 upon six months prior notice. If NYC DOI elects to terminate its space on June 30, 2016, the tenant will pay a termination fee of $60,996.

Office of Children & Family Services (45,924 sq. ft.; 8.3% of NRA; 8.2% of U/W Base Rent) The Office of Children & Family Services (rated AA/Aa2/AA by Fitch/Moody’s/S&P) is responsible for the oversight of protective services for adults, children and other adult services provided through the local departments of social services. The Office of Children & Family Services also provides information on adoption, day care, child protective service, and services for the blind and visually handicapped. The Office of Children & Family Services lease is signed by the State of New York. The Office of Children & Family Services has an ongoing right to terminate its lease with respect to 3,942 sq. ft. upon six months prior notice.

United Cerebral Palsy (30,121 sq. ft.; 5.5% of NRA; 5.4% of U/W Base Rent) Founded in 1949, United Cerebral Palsy (“UCP”) is an international nonprofit charitable organization consisting of a network of nearly 100 affiliates. UCP provides direct services, technology and advocacy to more than 176,000 children and adults with cerebral palsy and other disabilities. United Cerebral Palsy of New York, in particular, offers more than 75 comprehensive programs including medical, clinical, education, technological, residential and rehabilitative services to over 14,000 New York City residents and families annually.

The Market.

Insurance District Office Submarket

The 80 and 90 Maiden Lane Property is located in the Insurance District office submarket of Downtown Manhattan, which is bound by Pine Street, William Street, Liberty Street, Broadway, Park Row and the Brooklyn Bridge. As of Q1 2014, the downtown Class B office market was comprised of 26,839,119 sq. ft. with a vacancy rate of 8.5% and an average rental rate of $39.58 PSF, while the Insurance District submarket was comprised of approximately 13.7 million sq. ft. with a vacancy rate of 12.5% and an average rental rate of $37.67. The downtown office market absorbed nearly 933,000 sq. ft. of space during Q1 2014 and has seen three consecutive quarters of positive absorption. The appraiser analyzed a set of ten comparable leases within the immediate competitive area of the 80 and 90 Maiden Lane Property and concluded an office market rent of $37.73 PSF. Underwritten weighted average office rents at the 80 and 90 Maiden Lane Property are currently $33.15 PSF, approximately 12.1% below the appraisal’s concluded office market rent. The chart below summarizes the comparable set as determined by the appraisal.

Comparable Set(1)
Building	Tenant	Leased Area (Sq. Ft.)	Initial Rent PSF	Lease Commencement Date	Lease Term (yrs)
80 and 90 Maiden Lane Property	Various	552,064(2)	$33.15(2)	Various	Various
75 Broad Street	Blue Engine, Inc.	5,850	$40.00	Jun-2014	7
75 Broad Street	Cooper Carry	4,174	$37.00	May-2014	7
100 Broadway	Parson’s Corporation	17,392	$40.00	May-2014	6
123 William Street	Sumall	12,658	$44.00	Apr-2014	10
60 Broad Street	XenoPsi Media	12,820	$40.00	Apr-2014	13
123 William Street	Dept. of Citywide Admin. Services	16,161	$41.34	Apr-2014	15
50 Broad Street	Man Made Music	10,629	$39.00	Mar-2014	13
25 Broad Street	Teach For America	172,775	$31.00	Feb-2014	18
40 Wall Street	Hadassah	46,175	$34.00	Feb-2014	20
80 Broad Street	Mekanism	10,110	$40.00	Feb-2014	10
Total / Wtd. Avg.(3)		308,744	$34.23		16.14

(1)	Source: Appraisal

(2)	Based on underwritten rent roll dated April 30, 2014.

(3)	Total / Wtd. Avg. excludes the 80 and 90 Maiden Lane Property.

B-51

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

The appraiser additionally analyzed a set of eight office competitive properties within the immediate area of the 80 and 90 Maiden Lane Property and concluded a market occupancy of 94.4%, in-line with the current physical occupancy at the 80 and 90 Maiden Lane Property as of April 30, 2014 of 94.1% The chart below summarizes the competitive set as determined by the appraisal.

Competitive Set(1)
Building	Leased Area (Sq. Ft.)	Year Built / Renovated	Occupancy
80 and 90 Maiden Lane Property	552,064(2)	1810, 1912 / 1986, 1988, 2004, 2013	94.1%(2)
30 Broad Street	346,900	1932/1985	90.5%
80 Broad Street	352,000	1931/2007	88.5%
100 Broadway	304,538	1922/1998	97.2%
111 Broadway	427,598	1905/1989	98.1%
115 Broadway	409,596	1907/NAV	85.7%
120 Broadway	1,916,700	1915/NAV	94.7%
59 Maiden Lane	1,043,007	1965/NAV	100.0%
83 Maiden Lane	135,955	1958/1987	80.6%
Total / Wtd. Avg.(3)	4,936,294		94.4%

(1)

Source: Appraisal.

(2)

Based on underwritten rent roll dated April 30, 2014.

(3)

Total / Wtd. Avg. excludes the 80 and 90 Maiden Lane Property.

Insurance District Retail Submarket

The 80 and 90 Maiden Lane Property is located in the Insurance District retail submarket within Downtown Manhattan. As of Q1 2014, the downtown retail market has seen the most leasing activity since Q1 2004, with over 1.7 million sq. ft. of absorption. The appraiser analyzed a set of six comparable leases and concluded a weighted average retail market rent of $89.33 PSF. Underwritten weighted average retail rents at the 80 and 90 Maiden Lane Property are currently $53.99 PSF, approximately 39.6% below the appraiser’s concluded weighted average retail market rent.

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	U/W	U/W PSF
Base Rent(1)	$15,755,676	$16,573,901	$14,343,375	$17,215,796	$31.18
Value of Vacant Space	0	0	0	1,176,408	2.13
Gross Potential Rent	$15,755,676	$16,573,901	$14,343,375	$18,392,204	$33.32
Total Recoveries(2)	1,432,590	1,477,474	1,451,554	2,009,687	3.64
Total % Rents	0	0	0	0	0.00
Total Other Income	0	0	0	0	0.00
Less: Vacancy(3)	0	0	0	(1,176,408)	(2.13)
Effective Gross Income	$17,188,266	$18,051,375	$15,794,929	$19,225,483	$34.82
Total Operating Expenses(4)	7,211,150	7,083,898	8,021,524	7,767,513	14.07
Net Operating Income	$9,977,116	$10,967,477	$7,773,405	$11,457,970	$20.75
TI/LC	0	0	0	552,064	1.00
Capital Expenditures	0	0	0	82,810	0.15
Net Cash Flow	$9,977,116	$10,967,477	$7,773,405	$10,823,096	$19.60

(1)

U/W Base Rent includes $1,402,249 of contractual rent increases through July 2015 and rent averaging for credit tenants with lease expirations beyond the maturity of the 80 and 90 Maiden Lane Loan. Additionally, since 2013, 14 tenants totaling 102,259 sq. ft. have either executed new leases or expanded their current space at the 80 and 90 Maiden Lane Property.

(2)	The increase in Total Recoveries from 2013 to U/W is primarily due to the recent leasing activity noted in Footnote (1) above.

(3)	U/W Vacancy is based on the current economic vacancy of 5.8%, above the appraisers concluded vacancy of 5.6%.

(4)	2013 Total Operating Expenses include one-time costs related to Hurricane Sandy.

B-52

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

Property Management. The 80 and 90 Maiden Lane Property is managed by WNK Maiden Management LLC, an affiliate of the borrowers.

Lockbox / Cash Management. The 80 and 90 Maiden Lane Loan Combination is structured with a springing hard lockbox and springing cash management. Upon the first occurrence of a Cash Management Period (as defined below), the borrowers are required to instruct all tenants to deposit all rents and other payments into the lockbox account controlled by the lender during the continuance of a Cash Management Period. During the continuance of any Cash Management Period, all funds in the lockbox account are swept daily to a lender controlled cash management account and disbursed in accordance with the 80 and 90 Maiden Lane Loan documents, with all excess cash flow deposited into a lender controlled cash collateral account.

A “Cash Management Period” will occur upon the occurrence of a Cash Trap Period (as defined below).

A “Cash Trap Period” will occur upon (i) an event of default, (ii) the failure of the borrowers after the end of two consecutive calendar quarters to maintain a debt service coverage ratio (based on the interest only payments over the trailing 12 calendar months) of at least 1.05x, until the debt service coverage ratio after the end of two consecutive calendar quarters (based on the interest only payments over the trailing 12 calendar months) is at least equal to 1.10x, and (iii) the commencement of a NYC DOI Cash Trap Period (as defined below).

A “NYC DOI Cash Trap Period” will occur upon (i) NYC DOI delivering written notice to terminate, surrender or cancel its lease or any portion of its space in excess of 45,000 sq. ft., or otherwise vacating, surrendering or terminating all or any portion of its space in excess of 45,000 sq. ft. or (ii) the date upon which NYC DOI delivers written notice to terminate, surrender or cancel its lease based on (x) the borrowers failing to commence the existing tenant improvement work or (y) the borrowers failing to perform their obligations related to the build-out of the existing demised premises.

Initial Reserves. At closing, the borrowers deposited (i) $872,250 into a tax reserve account, (ii) $185,141 into an insurance reserve account, (iii) $1,100,000 into a NYC DOI TI reserve account, (iv) $60,049 into a United Cerebral Palsy TI reserve account, (v) $645,453 into a free rent reserve account for rent associated with the NYC DOI and (vi) $312,500 into a required repairs account for an emergency generator, which represents approximately 125% of the engineer’s estimated cost of the required repairs.

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 $290,750, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $15,428, into an insurance reserve account (iii) $46,005 into a TI/LC reserve account, subject to a cap of $2,000,000 and (iii) $6,901 ($0.15 PSF annually) into a capital expenditure reserve account, subject to a cap of $300,000.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-53

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

B-54

80 and 90 Maiden Lane

New York, NY 10038

Collateral Asset Summary – Loan No. 6

80 and 90 Maiden Lane

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$55,000,000

61.7%

1.73x

7.9%

B-55

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

B-56

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsors:	Ben Ashkenazy; Edward S. Gindi; Raymond Gindi
Borrowers:	Bevcon Blue Fee LLC; DK Connections LLC; DK Connections Lease LLC
Original Balance(1):	$43,750,000
Cut-off Date Balance(1):	$43,750,000
% by Initial UPB:	3.7%
Interest Rate:	4.6380%
Payment Date:	6th of each month
First Payment Date:	September 6, 2014
Maturity Date:	August 6, 2024
Amortization:	Interest Only
Additional Debt(1)(2):	$131,250,000 Pari Passu Debt; $35,000,000 Subordinate Note;
	$21,000,000 Mezzanine Loan. Future Mezzanine Debt Permitted
Call Protection(3):	L(26), D(90), O(4)
Lockbox / Cash Management:	Hard / In Place

Reserves(4)
	Initial	Monthly
Taxes:	$610,000	$300,000
Insurance:	$0	Springing
Replacement:	$0	$7,817
TI/LC:	$0	Springing
Ground Rent:	$147,744	1/12 of Annual Ground Rent
Ground Lease True-Up:	NAP	$50,000
Target Vacancy:	NAP	Springing
Unfunded Obligations:	$7,710,924	NAP

Financial Information(5)
	Mortgage Loan	Loan Combination	Total Debt
Cut-off Date Balance / Sq. Ft.:	$523	$628	$690
Balloon Balance / Sq. Ft.:	$523	$628	$690
Cut-off Date LTV:	67.3%	80.8%	88.8%
Balloon LTV:	67.3%	80.8%	88.8%
Underwritten NOI DSCR(6):	1.56x	1.21x	1.03x
Underwritten NCF DSCR(6):	1.51x	1.17x	1.00x
Underwritten NOI Debt Yield:	7.3%	6.1%	5.6%
Underwritten NCF Debt Yield:	7.1%	5.9%	5.4%
Underwritten NOI Debt Yield at Balloon:	7.3%	6.1%	5.6%
Underwritten NCF Debt Yield at Balloon:	7.1%	5.9%	5.4%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple / Leasehold
Location:	Los Angeles, CA
Year Built / Renovated:	1948 / 1998, 2008, 2012
Total Sq. Ft.:	334,566
Property Management:	AAC Iconic Management LLC; Jones Lang LaSalle Americas, Inc.
Underwritten NOI:	$12,831,563
Underwritten NCF:	$12,403,195
Appraised Value:	$260,000,000
Appraisal Date:	June 11, 2014

Historical NOI
Most Recent NOI:	$10,497,216 (T-12 May 31, 2014)
2013 NOI:	$9,272,373 (December 31, 2013)
2012 NOI:	$4,107,543 (December 31, 2012)
2011 NOI:	$6,024,048 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy(7):	98.4% (June 30, 2014)
2013 Occupancy:	91.5% (December 31, 2013)
2012 Occupancy:	90.1% (December 31, 2012)
2011 Occupancy:	80.8% (December 31, 2011)

(1)

The Original Balance and Cut-off Date Balance of $43.75 million represent the non-controlling Note A-2 that is part of the $175.0 million Beverly Connection Loan Pari Passu Combination that also consists of the controlling Note A-1 and the non-controlling Note A-3. The Beverly Connection Loan Combination is evidenced by three pari passu notes and one subordinate note with an Cut-off Date Balance of $35.0 million. For additional information, see “The Loan” herein.

(2)	See “Current Mezzanine or Subordinate Indebtedness” and “Future Mezzanine Debt” herein.

(3)	Partial release may be permitted under limited circumstances. See “Partial Release” herein.

(4)	See “Initial Reserves” and “Ongoing Reserves” herein.

(5)

DSCR, LTV, Debt Yield and Balance/Sq. Ft. calculations under the heading “Mortgage Loan” are based on the aggregate Beverly Connection Pari Passu Loan Combination. DSCR, LTV, Debt Yield and Balance/Sq. Ft. calculations under the heading “Loan Combination” are based on the Beverly Connection Loan Combination (which includes the subordinate B-Note). DSCR, LTV, Debt Yield and Balance/Sq. Ft. calculations under the heading “Total Debt” are based on the Beverly Connection Loan Combination plus the existing mezzanine loan.

(6)	Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on a 30-year amortization schedule, the Underwritten NOI DSCR and Underwritten NCF DSCR would be 1.19x and 1.15x, respectively.

(7)	Assumes Saks & Company is in occupancy.

B-57

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

Tenant Summary
Tenant Name	Ratings (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Sq. Ft.	Lease Expiration	Renewal / Extension Options	Annual UW Base Rent PSF	Total Sales $ per SF	Occupancy Cost (% of Sales)(2)
CityTarget	A-/A2/A	99,937	29.9%	1/31/2029	6, 5-year options	$25.50	NAP	NAP
Marshalls	NR/A3/A+	34,239	10.2%	9/30/2021	3, 5-year options	$26.29	$473	8.3%
Ross Dress for Less	NR/A3/A-	29,973	9.0%	1/31/2021	2, 5-year options	$42.00	NAP	NAP
Nordstrom Rack	A-/Baa1/A-	29,491	8.8%	9/30/2024	2, 5-year options	$42.00	$758	7.6%
Saks & Company(3)	NR/NR/NR	27,024	8.1%	7/31/2025	2, 5-year options	$42.40	NAP	NAP
TJ Maxx	NR/A3/A+	23,766	7.1%	5/31/2023	2, 5-year options	$32.75	NAP	NAP
CVS	NR/Baa1/BBB+	20,926	6.3%	12/31/2019	2, 5-year options	$55.00	$574	12.0%
Old Navy	BBB-/Baa3/BBB-	17,575	5.3%	9/30/2019	1, 5-year option	$26.00	$367	11.5%
Souplantation	NR/NR/NR	8,663	2.6%	1/31/2018	2, 5-year options	$44.80	$363	17.5%
Men’s Wearhouse	NR/Ba3/B+	6,032	1.8%	7/31/2015	2, 5-year options	$50.00	$386	17.2%
Ten Largest Owned Tenants		297,626	89.0%			$34.16

Remaining Owned Tenants		31,741	9.5%			$56.77

Vacant Spaces (Owned Space)		5,199	1.6%			$0.00

Total / Wtd. Avg. All Owned Tenants		334,566	100.0%			$36.34

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

(2)	Occupancy Cost (% of Sales) provided by the borrower are as of June 30, 2014.

(3)	Saks & Company has executed a lease and is anticipated to take occupancy of the space in third quarter of 2015.

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 PSF	% 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%
2014	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2015	2	7,132	2.1%	7,132	2.1%	$54.34	3.2%	3.2%
2016	1	2,112	0.6%	9,244	2.8%	$50.00	0.9%	4.1%
2017	1	1,805	0.5%	11,049	3.3%	$89.70	1.4%	5.5%
2018	4	15,494	4.6%	26,543	7.9%	$54.81	7.1%	12.6%
2019	2	38,501	11.5%	65,044	19.4%	$41.76	13.4%	26.0%
2020	1	5,066	1.5%	70,110	21.0%	$46.35	2.0%	28.0%
2021	3	65,074	19.5%	135,184	40.4%	$33.96	18.5%	46.4%
2022	0	0	0.0%	135,184	40.4%	$0.00	0.0%	46.4%
2023	3	27,038	8.1%	162,222	48.5%	$37.80	8.5%	55.0%
2024	2	35,011	10.5%	197,233	59.0%	$41.21	12.1%	67.0%
Thereafter(2)	7	132,134	39.5%	329,367	98.4%	$29.88	33.0%	100.0%
Vacant	NAP	5,199	1.6%	334,566	100.0%	NAP	NAP
Total / Wtd. Avg.	26	334,566	100.0%			$36.34	100.0%

(1)	Certain tenants have lease termination options, including those 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)	Three of the leases included in “Thereafter” include an aggregate of 702 sq. ft. of management office space.

B-58

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

The Loan. The Beverly Connection loan (the “Beverly Connection Loan”) consists of the non-controlling Note A-2 with a Cut-off Date Balance of $43.75 million of a fixed rate loan in the aggregate principal amount of $175.0 million (the “Beverly Connection Pari Passu Loan Combination”) plus a subordinate loan in the principal amount of $35,000,000 (the “Beverly Connection Subordinate Loan,” and together with the Beverly Connection Pari Passu Loan Combination, the “Beverly Connection Loan Combination”). The Beverly Connection Loan Combination is secured by (i) the borrower’s fee simple interest in Beverly Connection I (the “Beverly Connection I Parcel”), a 270,651 sq. ft. retail shopping center and (ii) the borrower’s leasehold interest in Beverly Connection II (the “Beverly Connection II Parcel,” and together with the Beverly Connection Parcel, the “Beverly Connection Property”), a 63,915 sq. ft. retail shopping center, both located at 100 North La Cienega Boulevard in Los Angeles, California. The Beverly Connection Loan Combination was co-originated by Citigroup Global Markets Realty Corp., German American Capital Corporation and JPMorgan Chase Bank, National Association and is evidenced by three pari passu notes and one subordinate B-Note. Only the non-controlling Note A-2, with an aggregate Cut-off Date Balance of $43.75 million, will be included in the COMM 2014-CCRE20 mortgage trust. The controlling Note A-1 was included in the GSMS 2014-GC24 mortgage trust and the non-controlling Note A-3 was included in the JPMBB 2014-C23 mortgage trust. The subordinate B-Note is currently held by I&G Holding B Lender 1, LLC. The Beverly Connection Loan Combination has a 10-year term and accrues interest at a fixed rate equal to 4.6380% for the loan term.

The proceeds of the Beverly Connection Loan Combination, along with a $21.0 mezzanine loan and approximately $39.7 million of equity from the borrower, were used to acquire the Beverly Connection Property for approximately $260.0 million, pay closing costs of approximately $1.8 million, fund reserves of approximately $8.5 million and fund other costs of approximately $1.4 million. The most recent prior financing of the Beverly Connection Property was not included in a securitization.

The relationship between the holders of Note A-1, Note A-2, Note A-3 and the subordinate B-Note is governed by co-lender agreements which are described under “Description of the Mortgage Pool—Loan Combinations—The Beverly Connection Loan Combination” in the free writing prospectus.

Loan Combination Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$87,500,000	$87,500,000	GSMS 2014-GC24	Yes
Note A-2	$43,750,000	$43,750,000	COMM 2014-CCRE20	No
Note A-3	$43,750,000	$43,750,000	JPMBB 2014-C23	No
Total	$175,000,000	$175,000,000

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$175,000,000	64.8%	Purchase Price	$260,000,000	96.2%
Subordinate Note(1)	$35,000,000	13.0%	Reserves	$8,468,668	3.1%
Mezzanine Loan(2)	$21,000,000	7.8%	Closing Costs	$1,795,962	0.7%
Sponsor Equity	$39,264,629	14.5%

Total Sources	$270,264,629	100.0%	Total Uses	$270,264,629	100.0%

(1)	The subordinate note is a $35,000,000 subordinate companion loan funded by I&G Holding B-Lender 1 LLC, an affiliate of J.P. Morgan Investment Management, Inc.

(2)	The mezzanine loan is a $21,000,000 mezzanine loan funded by Bevcon Mezz LLC, an affiliate of Vornado Realty Trust.

The Borrower / Sponsor. The borrowers, (i) Bevcon Blue Fee LLC, as owner of 50% of a tenant-in-common interest in the Beverly Connection fee parcel, (ii) DK Connections, LLC, as owner of 50% of a tenant-in-common interest in the Beverly Connection fee parcel and (the borrowers identified in (i) and (ii), together the “Fee Borrowers”) and (iii) DK Connections Lease LLC, as owner of the leasehold interest in the Beverly Connection lease parcel (the “Leasehold Borrower”, and together with the Fee Borrowers, the “Borrower”) are each single purpose Delaware limited liability companies structured to be bankruptcy-remote, with a single purpose Delaware limited liability company as its managing member and two independent directors in its organizational structure.

The sponsors of the Borrower and the nonrecourse carve-out guarantors are Ben Ashkenazy, Edward S. Gindi and Raymond Gindi. Such recourse is not joint and several. See “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Loan Sponsor Guaranties” in the free writing prospectus. Ben Ashkenazy is the CEO of Ashkenazy Acquisition Corporation, a private real estate investment firm focusing on retail and office assets. Ashkenazy Acquisition Corporation has acquired over 13 million sq. ft. of retail, office and residential properties, located throughout the United States and Canada and has a portfolio containing more than 100 buildings valued at approximately $5.0 billion. Mr. Ashkenazy’s retail portfolio contains retail assets such as Old Spitalfields Market in the United Kingdom, Faneuil Hall Marketplace in Boston, Union Station in Washington D.C. and The Shops at the Bravern in Bellevue, Washington.

B-59

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

The Property. The Beverly Connection Property is comprised of a two-level anchored retail shopping center and five-story, 1,342-space, parking structure located in the West Hollywood submarket, Los Angeles, California, at the southeast corner of Beverly Boulevard and La Cienega Boulevard. The Beverly Connection Property totals 334,566 sq. ft. comprised of the (i) Fee Borrowers’ fee interest in Beverly Connection I, a 270,651 sq. ft. retail shopping center, and (ii) the Leasehold Borrower’s leasehold interest in Beverly Connection II, a 63,915 sq. ft. retail shopping center. The Beverly Connection Property includes tenants such as CityTarget, Ross Dress for Less, Nordstrom Rack, CVS, Saks & Company, Marshalls, TJ Maxx, Old Navy, Souplantation and Men’s Wearhouse. 77.5% of underwritten base rent is derived from tenants with investment-grade credit ratings. The Beverly Connection Property generates in-line comparable tenant (tenants that report sales and have been in occupancy for at least one year) sales of approximately $521 PSF and an occupancy cost of 11.8% as of April 30, 2014. The Beverly Connection Property was originally constructed in 1948 and renovated in 1998, 2008, and 2012 and is situated on approximately 9.97 acres. The Beverly Connection Property was 98.4% occupied as of June 30, 2014.

Environmental Matters. The Phase I environmental report dated March 3, 2014 recommended no further action at the Beverly Connection Property.

The Market. The Beverly Connection Property is an anchored retail center located in Los Angeles, California, at the southeast corner of Beverly Boulevard and La Cienega Boulevard, adjacent to Beverly Center, an 870,000 sq. ft. regional mall that is anchored by Bloomingdale’s and Macy’s. The Beverly Connection Property is situated in close proximity to Beverly Hills and West Hollywood. The 2013 estimated population in the Los Angeles combined statistical area is approximately 18.2 million people. The June 2014 unemployment rate was 8.0%. The Beverly Connection Property has 893 feet of frontage along La Cienega Boulevard (44,555 daily traffic count), 553 feet of frontage along Third Street (31,281 daily traffic count), and 490 feet of frontage along Beverly Boulevard (50,824 daily traffic count).The estimated 2013 population within a one-, three- and five-mile radius of the Beverly Connection Property is 38,903, 287,297 and 854,074, respectively. The 2013 average household income within a one-, three- and five-mile radius of the Beverly Connection Property is $92,627, $89,039, and $77,005, respectively.

According to a market research report, as of the second quarter of 2014, the Beverly Hills retail submarket contained approximately 3.6 million sq. ft. of retail space, with an average submarket vacancy rate of 12.5% and an average gross rental rate of $73.94 PSF ($50.93 PSF on a NNN basis, assuming operating expenses of $20.01 PSF, as concluded to by the appraisal). According to a market research report, as of the second quarter of 2014, the West Hollywood retail submarket contained approximately 5.8 million sq. ft. of retail space, with an average submarket vacancy rate of 4.7% and an average gross rental rate of $54.87 PSF ($34.86 PSF on a NNN basis, assuming operating expenses of $20.01 PSF as concluded to by the appraisal). The appraisal provided information on five competing properties in the market. Vacancies at the competing properties ranged from 0.0% to 7.0%, with a weighted average of 2.9%. The appraisal concluded a stabilized vacancy and collection loss for the mortgaged property of 3.0%.

The primary competitive set for the Beverly Connection Property is presented in the following chart.

Beverly Connection Property Competitive Set(1)
Name	Beverly Connection Property	Town & Country Shopping Center	8000 Sunset	West Hollywood Gateway	Plaza La Cienega
Distance from Subject	NAP	1.0 miles	2.0 miles	2.7 miles	2.1 miles
City, State	Los Angeles, CA	Los Angeles, CA	West Hollywood, CA	West Hollywood, CA	Los Angeles, CA
Property Type	Anchored Retail	Community Center	Entertainment/Community Center	Community Center	Power Center
Year Built / Renovated	1948 / 1998, 2008, 2012	1961 / 1980	1992 / NAP	2004 / NAP	1970 / 2003
Total Occupancy(2)	98.4%	100.0%	96.0%	99.0%	93.0%
Total Size (Sq. Ft.)(2)	334,566	233,511	172,726	248,067	236,000
Anchor Tenants	CityTarget Nordstrom Rack Saks & Company Marshalls	Whole Foods Kmart Ross Dress for Less CVS	Sundance Cinemas Crunch Fitness Trader Joe’s CB2	Target Best Buy BevMo! ULTA	Toys/Babies “R” Us LA Fitness Ross Dress for Less Staples CVS

(1)	Source: Appraisal

(2)	Total Occupancy for the Beverly Connection Property is as of the rent roll dated June 30, 2014.

B-60

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

Cash Flow Analysis.

Cash Flow Analysis(1)(2)
	2011	2012	2013	T-12 5/31/2014	U/W	U/W PSF
Base Rent	$8,264,705	$7,401,138	$10,189,519	$11,012,012	$11,969,486	$35.78
Contractual Rent Steps	0	0	0	0	653,241	1.95
Percentage Rent	27,636	0	0	0	0	0.00
Gross Up Vacancy	0	0	0	0	428,453	1.28
Total Rent	$8,292,341	$7,401,138	$10,189,519	$11,012,012	$13,051,180	$39.01
Total Reimbursables	2,296,897	1,616,408	3,805,070	4,550,912	5,431,187	16.23
Other Income(3)	1,275,844	1,224,317	1,537,172	1,784,650	2,037,018	6.09
Vacancy & Credit Loss(4)	(142,230)	(118,270)	(214,773)	(336,596)	(554,471)	(1.66)
Effective Gross Income(5)	$11,722,852	$10,123,594	$15,316,987	$17,010,978	$19,964,913	$59.67

Real Estate Taxes	$1,466,406	$1,482,946	$2,123,798	$2,428,588	$2,900,000	$8.67
Insurance	243,412	462,513	506,133	486,603	419,413	1.25
Management Fee	293,071	253,090	382,925	425,274	499,123	1.49
Other Operating Expenses	3,695,915	3,817,502	3,031,758	3,173,297	3,314,815	9.91
Total Operating Expenses	$5,698,804	$6,016,050	6,044,614	$6,513,762	$7,133,351	$21.32

Net Operating Income	$6,024,048	$4,107,543	$9,272,373	$10,497,216	$12,831,563	$38.35
TI/LC	0	0	0	0	334,566	1.00
Capital Expenditures	0	0	0	0	93,802	0.28
Net Cash Flow	$6,024,048	$4,107,543	$9,272,373	$10,497,216	$12,403,195	$37.07

(1)

Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)	Underwritten cash flow based on contractual rents as of June 30, 2014 and rent steps through January 1, 2015.

(3)	Other income includes parking, signage, and antenna income.

(4)	U/W Vacancy & Credit Loss represents 3.0% of gross income.

(5)

Underwritten Effective Gross Income is higher than T-12 May 31, 2014 effective gross income primarily due to new/replacement leases by the following three tenants: Saks & Company (expected gross rent of $1,664,619 and expected lease commencement of May 1, 2015), Old Navy (expected gross rent of $776,583 and expected lease commencement of October 1, 2014) and Corner Bakery (expected gross rent of $279,192 and expected lease commencement of November 1, 2014).

Property Management. The Beverly Connection Property is managed by AAC Iconic Management LLC, a Borrower affiliate, and Jones Lang LaSalle Americas, Inc.

Lockbox / Cash Management. The Beverly Connection 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 lender-controlled cash management account and disbursed in accordance with the Beverly Connection Loan documents. Provided no Trigger Period (as defined herein) exists, all funds remaining in the cash management account after the payment of all required monthly debt service and reserve amounts (if any) will be remitted to the Borrower on a daily basis. During a Trigger Period, excess amounts will be transferred to the Target Vacancy account (as described below under “Ongoing Reserves”).

A “Trigger Period” will commence upon the earliest of (i) the occurrence of an event of default, (ii) if, as of any quarterly testing date, the DSCR is less than 1.10x, or (iii) (I) for the period from the closing date through and including the monthly payment date occurring in July 2015, the aggregate DSCR is less than 1.00x and (II) after the monthly payment date in July 2015, the aggregate DSCR being less than 1.05x, or (iv) upon the occurrence of a specified tenant trigger period, and will end, (A) with respect to a Trigger Period continuing due to clause (i) above, upon the cure of such event of default and acceptance of such cure by lender, (B) with respect to a Trigger Period continuing due to clause (ii) above, if the DSCR is equal to or greater than 1.15x for two consecutive calendar quarters, or (C) with respect to a Trigger Period continuing due to clause (iii) above, (a) for the period from the closing date through and including the monthly payment date occurring in July 2015, if the aggregate DSCR is equal to or greater than 1.05x and (b) after the monthly payment date occurring in July 2015, if the aggregate DSCR is equal to or greater than 1.10x for two consecutive calendar quarters, or (D) with respect to a Trigger Period continuing due to clause (iv) above, upon the cure of such specified tenant trigger period.

Initial Reserves. At closing, the Borrower deposited (i) $610,000 into a tax reserve account, (ii) $147,744 into a ground rent reserve account, and (iii) $7,710,924 into an unfunded obligations reserve account ($1,723,470 of which is related to the gap in rent collections and other costs to be incurred in connection with Saks & Company taking occupancy on a future date, anticipated to be in the third quarter of 2015.

B-61

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

Ongoing Reserves. On a monthly basis, the Borrower is required to deposit reserves of (i) $300,000 into a tax reserve account, (ii) $7,817 into a replacement reserve account, (iii) $50,000 into a ground lease true-up payment account, (iv) an amount equal to 1/12 of the annual ground rent into a ground rent reserve account and (v) beginning on the monthly payment date in August 2016, $16,667 into the TI/LC reserve account subject to a cap of $1,000,000. During a Trigger Period, excess cash flow will be transferred from the cash management account into the Target Vacancy account subject to the Vacancy Cap. In addition, the Borrower is required to deposit 1/12 of the estimated annual insurance premiums into an insurance reserve account if an acceptable blanket insurance policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness. A $35,000,000 subordinate B-note (part of the Beverly Connection Loan Combination) and $21,000,000 mezzanine loan were funded concurrently with (or shortly after) the funding of the Beverly Connection Loan. The subordinate note and mezzanine loan are both coterminous with the Beverly Connection Loan, accrue interest at a rate of 6.7500% and 8.5000%, respectively, and are both interest-only. An intercreditor agreement is in place with respect to the Beverly Connection Loan and the related mezzanine loan. The current holder of the mezzanine loan is BevCon Mezz LLC an affiliate of Vornado Realty Trust.

Future Mezzanine or Subordinate Indebtedness Permitted. In connection with the acquisition of the fee interest underlying the Beverly Connection II Parcel (as described below under “Buy-Sell Provision”), the existing mezzanine loan may be refinanced or a subordinate mezzanine loan may be entered into by the members of the mezzanine borrowers. The mezzanine borrowers are permitted to refinance the mezzanine loan or obtain a new subordinate mezzanine loan provided, among other things, (i) the principal amount of the refinanced or new mezzanine loan does not exceed the lesser of (a) the then-outstanding principal balance of the existing mezzanine loan plus 30.0% of the fee purchase price and (b) the amount that would result in (x) a combined debt yield of at least 6.50% (y) a combined LTV of less than or equal to 80.0% and (z) a combined DSCR of at least 1.20x.

Ground Lease. The Beverly Connection II Parcel is subject to a long term ground lease dated January 8, 1987 with K&M Properties that expires on December 31, 2085 with no extension options. The current annual ground rent payment is an amount equal to the sum of (i) $800,000, (ii) an amount equal to 25% of the amount by which the net operating income of the Beverly Connection II property for the preceding year exceeded $1.6 million and (iii) 25% of the amount by which the net operating income of the Beverly Connection II property for the preceding year exceeded $1.8 million.

Buy-Sell Provision. The ground lease provides that if the average rent under the ground lease is less than $650,000 in 1986 Dollars for three consecutive lease years (which amount is adjusted annually according to a formula in the ground lease based on changes in the consumer price index from the initial lease year), the ground lessor may offer the applicable borrower the option to either (i) purchase the ground lessor’s fee interest in the Beverly Connection II Parcel for a price equal to the sum of (a) the lesser of (x) $8,000,000 and (y) the Estimated Value, and (b) 50% of the amount by which the Estimated Value exceeds $11,000,000; provided that such 50% figure is increased by 1.5% annually for each full calendar year after December 31, 2052 (the “Ground Lessor’s Proportionate Share”) or (ii) sell its leasehold interest in Beverly Connection II Parcel for a price equal to the Estimated Value, reduced by the Ground Lessor’s Proportionate Share.

If the ground lessor exercises the buy/sell option described above, the applicable borrower must either (i) pay to the ground lessor an amount equal to the difference, in 1986 Dollars between the average rent payable over the preceding three lease years and $650,000 (the “Ground Lease True-Up Payment”), or (ii) elect, by written notice to the ground lessor, either to sell its interest in the Beverly Connection II Parcel to the ground lessor or to purchase ground lessor’s interest in the Beverly Connection II Parcel, in which case the loan documents provide the conversion of the leasehold interest in the Beverly Connection Lease Parcel to a fee interest which would constitute additional collateral for the Beverly Connection Loan Combination.

“Estimated Value” means the ground lessor’s estimate of the value of its interest in the Beverly Connection II Parcel.

“1986 Dollars” means the discounted (or increased, as the case may be) purchasing power of the average rent for any lease year determined by multiplying such average rent by a fraction, the numerator of which is the base index (113.4) and the denominator of which is the consumer price index for the Los Angeles-Anaheim-Riverside Metropolitan Area published by the U.S. Bureau of Labor Statistics for the month of January of the next lease year.

B-62

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

Partial Release. If, pursuant to the buy-sell provision in the ground lease, the borrower elects to sell its interest in the Beverly Connection II Parcel, the borrower may obtain the release of this parcel, provided, among other things, (i) satisfaction of all REMIC requirements, (ii) delivery of a REMIC opinion, (iii) prepayment of the mezzanine loan in an amount which when applied to reduce the outstanding balance of the mezzanine loan will result in an aggregate (based on the Beverly Connection Loan Combination plus the remaining mezzanine loan balance) (a) debt yield of at least 6.50%, (b) debt service coverage ratio of at least 1.25x, (c) loan to value ratio of not greater than 75.0% and (iv) partial defeasance (or prepayment with applicable yield maintenance if the defeasance lockout period has not expired) of the Beverly Connection II Parcel in an amount equal to the greater of (a) the net sales proceeds from the sale of the leasehold interest in the Beverly Connection II parcel pursuant to the “buy/sell” provision in the ground lease, (b) $39,375,000 (which is equal to 125.0% of the leasehold allocated loan amount of $31,500,000), and (c) the amount which if applied to reduce the principal balance of the Beverly Connection Loan would result in a debt yield of at least 7.25%, a debt service coverage ratio of at least 1.40x, and a loan to value ratio of not greater than 70.0%. In lieu of partial defeasance, the lender may elect, with respect to one or more of the notes to instead require that the Borrower partially prepay such note or notes (such note, a “Prepayment Note”) (with the Borrower remaining obligated to partially defease the other notes). With respect to any Prepayment Note, the Borrower is required to prepay such amount that would have been required to defease such note, together with a payment of the applicable yield maintenance premium and interest through the end of the interest accrual period.

B-63

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

B-64

100 North La Cienega Boulevard

Los Angeles, CA 90048

Collateral Asset Summary – Loan No. 7

Beverly Connection

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,750,000

67.3%

1.51x

7.3%

B-65

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

B-66

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

Mortgage Loan Information
Loan Seller:	UBSRES
Loan Purpose:	Refinance
Sponsor:	Dennis W. Townsend
Borrower:	Townsend Fulton, LLC
Original Balance:	$39,650,000
Cut-off Date Balance:	$39,650,000
% by Initial UPB:	3.4%
Interest Rate:	4.5965%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 6, 2024
Amortization:	360 Months
Additional Debt:	None
Call Protection:	L(24), D(91), O(5)
Lockbox / Cash Management:	Hard / In Place

Reserves(1)
	Initial	Monthly
Taxes:	$0	Springing
Insurance:	$0	Springing
Replacement:	$0	Springing
TI/LC:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$35
Balloon Balance / Sq. Ft.:	$29
Cut-off Date LTV:	67.1%
Balloon LTV:	54.4%
Underwritten NOI DSCR:	1.72x
Underwritten NCF DSCR:	1.48x
Underwritten NOI Debt Yield:	10.6%
Underwritten NCF Debt Yield:	9.1%
Underwritten NOI Debt Yield at Balloon:	13.0%
Underwritten NCF Debt Yield at Balloon:	11.2%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Industrial Warehouse / Distribution
Collateral:	Fee Simple
Location:	Fulton, MO
Year Built / Renovated:	1999 / NAP
Total Sq. Ft.:	1,125,576
Property Management:	Self-managed
Underwritten NOI:	$4,192,315
Underwritten NCF:	$3,611,043
Appraised Value:	$59,100,000
Appraisal Date:	July 16, 2014

Historical NOI
Most Recent NOI:	$4,136,316 (T-12 July 31, 2014)
2013 NOI:	$4,136,000 (December 31, 2013)
2012 NOI:	$4,136,000 (December 31, 2012)
2011 NOI:	$4,136,321 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	100.0% (October 6, 2014)
2013 Occupancy:	100.0% (December 31, 2013)
2012 Occupancy:	100.0% (December 31, 2012)
2011 Occupancy:	100.0% (December 31, 2011)

(1)	See “Initial Reserves” and “Ongoing Reserves” herein.

B-67

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

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
Dollar General Corporation(2)	NR/Baa3/BBB-	1,125,576	100.0%	$3.67	100.0%	6/30/2022(3)
Total Major Tenant		1,125,576	100.0%	$3.67	100.0%
Vacant		0	0.0%
Total		1,125,576	100.0%

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

(2)	Dollar General Corporation assigned the lease to Dolgencorp, Inc., which converted to Dolgencorp, LLC. Dollar General Corporation retains liability under the lease as assignor.

(3)	The Dollar General Corporation lease has six, five-year extension options remaining.

Lease Rollover Schedule
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%
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	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2020	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2021	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2022	1	1,125,576	100.0%	1,125,576	100.0%	$3.67	100.0%	100.0%
2023	0	0	0.0%	1,125,576	100.0%	$0.00	0.0%	100.0%
2024	0	0	0.0%	1,125,576	100.0%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	1,125,576	100.0%	$0.00	0.0%	100.0%
Vacant	NAP	0	0.0%	1,125,576	100.0%	NAP	NAP
Total / Wtd. Avg.	1	1,125,576	100.0%			$3.67	100.0%

The Loan. The Dollar General loan (the “Dollar General Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 1,125,576 square foot industrial warehouse distribution facility located at 1900 Cardinal Drive in Fulton, Missouri (the “Dollar General Property”) with a Cut-off Date Balance of $39.65 million. The Dollar General Loan has a 10-year term and amortizes on a 30-year schedule. The Dollar General Loan accrues interest at a fixed rate equal to 4.5965% and has a cut-off date balance of approximately $39.65 million. Loan proceeds were used to retire existing debt of approximately $36.9 million, pay closing costs of $340,201 and return equity to the borrower of approximately $2.4 million. Based on the appraised value of $59.1 million as of July 16, 2014, the cut-off date LTV is 67.1%.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$39,650,000	100.0%	Loan Payoff	$36,908,607	93.1%
			Closing Costs	$340,201	0.9%
			Return of Equity	$2,401,192	6.1%
Total Sources	$39,650,000	100.0%	Total Uses	$39,650,000	100.0%

The Borrower / Sponsor. The borrower, Townsend Fulton, 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 Dennis W. Townsend. Dennis W. Townsend founded Townsend Capital in 1975. He has guided Townsend Capital from a registered securities broker dealer and investment advisory firm to a company investing primarily for its own account. He has over three decades of experience in sale-leaseback transactions, build-to-suit developments and building laboratory research facilities, and has established relationships with a number of Fortune 500 companies and major universities. Townsend Capital’s

B-68

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

current real estate holdings include approximately 2.8 million sq. ft. of warehouse space, 315,000 sq. ft. of office space and 48,000 sq. ft. of retail space.

The Property. The Dollar General Property is a 1,125,576 sq. ft. industrial warehouse distribution facility located in Fulton, Missouri. The Dollar General Property was constructed in 1999 and features 160 dock-high doors, two drive-in doors, a clear height of 33 ft. and approximately 18,000 sq. ft. of office space. The Dollar General Property has truck parking allowing for approximately 350 inbound and outbound shipments per day. The cross dock has 64 lanes and is used for outbound shipments only. The building was designed and constructed to allow for expansion and subdivision and its bay depth of 680 ft. is well-suited for large distribution users. As of the rent roll dated October 6, 2014, the Dollar General Property was 100.0% occupied by the Dollar General Corporation (“Dollar General”).

The Dollar General Property is located approximately 100 miles west of St. Louis and 140 east of Kansas City. The Dollar General Property offers access to all four cardinal directions via its location on U.S. Route 54, approximately 6.0 miles south of Interstate 70. Interstate 70, a major east/west interstate provides access to Baltimore, Maryland to the east and Interstate 15 near Cove Fort, Utah to the west. U.S. Route 54 is a major east/west thoroughfare which traverses the city of Fulton in a north/south manner providing access to Interstate 72 near Griggsville, Illinois to the northeast and El Paso, Texas to the southwest. According to the appraiser, 600 miles is considered the maximum distance for a tractor-trailer to travel in one day. A 600 mile radius from Fulton, Missouri includes Chicago, Atlanta, Indianapolis, Dallas, Memphis, Minneapolis, Houston, Tulsa, Oklahoma City, Kansas City, St. Louis, and New Orleans.

The Dollar General Property services 1,256 stores across ten states and services the second largest number of stores among the twelve Dollar General distribution facilities nationwide. Dollar General employs over 700 people at the Dollar General Property and is Callaway County’s second largest employer. Dollar General does not have another distribution facility in the area and the company continues to expand by opening approximately 700 new stores in 2014. Since occupying the Dollar General Property in 2000, Dollar General has spent approximately $3.0 million on a climate control project, which included the addition of a chilled water plant, extension of utilities to the chilled water plan and disconnecting and removing the air rotation units. Dollar General has also invested approximately $2.0 million in other capital improvements at the Dollar General Property.

Environmental Matters. The Phase I environmental report dated August 20, 2014 recommended no further action at the Dollar General Property.

Major Tenant.

Dollar General Corporation (1,125,576 sq. ft., 100.0% of NRA, 100.0% of U/W Base Rent) Dollar General, rated Baa3 by Moody’s and BBB- by S&P, is the largest discount retailer in the United States and operates 11,215 stores across 40 states. Dollar General stores average 7,400 sq. ft. and carry nearly 10,000 unique items. These items include a broad selection of merchandise, including consumable products such as food, paper and cleaning products, health and beauty products and pet supplies, and non-consumable products such as seasonal merchandise, home decor and domestics, and apparel. Dollar General’s net sales in fiscal year 2014 totaled $17.5 billion, a 9.3% increase from fiscal year 2013. The company’s net income for fiscal year 2014 was over $1.0 billion. In 2013, Dollar General opened over 650 new stores, remodeled or relocated 582 stores, and closed 24 stores. In 2014, the company plans to open 700 new stores and increase square footage by over 6.0% as Dollar General continues to expand in core markets and new states. Dollar General has been in occupancy at the Dollar General Property since 2000, and its lease extends through June 2022, at which time Dollar General will have six 5-year extension options remaining.

Dollar General assigned its lease at the Dollar General Property to Dolgencorp, Inc. which later converted to Dolgencorp LLC. Dollar General Corporation retains liability under the lease as transferor.

The Market. The Dollar General Property is located in Callaway County, Missouri. As of 2014, Callaway County has a population of 44,322 and its economy is centered around trade, transportation and utilities. Dollar General is the largest trade-related employer in the area, employing 700 residents. Access to Callaway County is provided by Interstate 70, Route 54 and Missouri State Route 94. The Dollar General Property is located in between the St. Louis industrial market and the Kansas City industrial market. As of Q2 2014, the St. Louis industrial market had an overall vacancy of 7.5% and an asking rate of $3.99. As of Q2 2014, the Kansas City industrial market had an overall vacancy of 5.8% and an asking rate of $4.34. The Dollar General Property is located in a submarket that is driven primarily by owner users. According to the appraiser, due to the location and prohibitive cost of new construction, there is little likelihood of new competition in the submarket.

B-69

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

Summary of Comparable Industrial Leases(1)
Building	Location	Tenant	Lease Type	Year Built	Sq. Ft.	Base Rent PSF	Lease Term (years)
Dollar General Property	Fulton, MO	Dollar General	Net	1999	1,125,576(2)	$3.67(2)	22(3)
Park West International Building J	Hebron, KY	Newgistics	Net	2000	525,000	$2.80	5.3
Former Unilever Warehouse	Carlisle, PA	Mondelez	Net	2002	1,059,650	$4.15	5.5
Gordmans	Clayton, IN	Gordmans	Net	2012	545,010	$3.31	15
GENCO Building	Plainfield, IN	Hartz	Net	2000	622,440	$3.08	10
Amazon Fulfillment Center	Spartanburg, SC	Amazon.com.dedc, LLC	Net	2012	1,015,740	$3.88	15
Berry Plastics Distribution Center	Lawrence, KS	Packerware, LLC	Net	2012	558,106	$3.43	20
Rubbermaid Distribution Warehouse	Winfield, KS	Rubbermaid	Net	2012	500,000	$2.57	10
Amazon.com Fulfillment Center	Charleston, TN	Amazon.com	Net	2011	1,016,148	$3.81	15

(1)	Source: Appraisal

(2)	Based on the rent roll dated October 6, 2014

(3)	The Dollar General lease expires in 2022 with six five-year renewal options remaining.

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	T-12 7/31/2014	U/W	U/W PSF
Base Rent(1)	$4,136,000	$4,136,000	$4,136,316	$4,136,321	$3.67
Gross Potential Rent	$4,136,000	$4,136,000	$4,136,316	$4,136,321	$3.67
Total Recoveries	0	0	0	1,497,262	1.33
Less: Vacancy(2)	0	0	0	(281,679)	(0.25)
Effective Gross Income	$4,136,000	$4,136,000	$4,136,316	$5,351,903	$4.75
Total Operating Expenses	0	0	0	1,159,589	1.03
Net Operating Income	$4,136,000	$4,136,000	$4,136,316	$4,192,315	$3.72
TI/LC	0	0	0	243,599	0.22
Capital Expenditures	0	0	0	337,673	0.30
Net Cash Flow	$4,136,000	$4,136,000	$4,136,316	$3,611,043	$3.21

(1)	U/W Base Rent is based on the rent roll dated October 6, 2014.

(2)	U/W Vacancy represents 5.0% of gross income. As of the rent roll dated October 6, 2014, the Dollar General Property was 100.0% occupied.

Property Management. The Dollar General Property is self-managed.

Lockbox / Cash Management. The Dollar General Loan is structured with a hard lockbox and in place cash management. The borrower sent a tenant direction letter to the tenant instructing it 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. Provided no Dollar General Trigger Event (as defined below) or Cash Sweep Event Period (as defined below) exists, all funds remaining in the cash management account after the payment of all required monthly debt service and reserve amounts will be remitted to the borrower on a daily basis. During a Dollar General Trigger Event, all excess cash flow will be deposited into a TI/LC reserve account and during a Cash Sweep Event Period all excess cash flow will be held by lender as additional collateral for the Dollar General Loan.

A “Cash Sweep Event Period” will commence upon the occurrence of (i) an event of default, (ii) any bankruptcy action of the borrower, guarantor or manager, (iii) the debt service coverage ratio based on the trailing 12 month period falling below 1.15x, or (iv) a felony indictment or an indictment for fraud of the borrower, sole member, guarantor or any affiliated manager. A “Cash Sweep Event Period” will be cured, (A) with respect to clause (i) above, upon the cure of such event of default and acceptance of such cure by lender, (B) with respect to clause (ii) above, upon the filing being discharged, stayed or dismissed within 90 days for the borrower or guarantor and 120 days for the manager and lender determination that such filing does not materially affect the borrower’s, guarantor’s or manager’s monetary obligations, (C) with respect to clause (iii) above, upon the date the debt service coverage ratio based on the trailing 12 month period is greater than 1.15x for two consecutive quarters and (D) with respect to clause (iv) above, upon the replacement of the affiliated manager with a qualified manager.

B-70

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

A “Dollar General Trigger Event” will commence upon the occurrence of (i) Dollar General giving notice of its intention to terminate its lease, (ii) Dollar General failing to give notice of renewal of its lease 12 months prior to the expiration date of the lease or the date on which Dollar General is required to notify of its intention to renew, (iii) an event of default under the lease, (iv) the bankruptcy of Dollar General or any of its guarantors, (v) the lease terminating, or (vi) Dollar General vacating or going dark and ceasing to occupy the leased space. A “Dollar General Trigger Event” will be cured if Dollar General or a replacement tenant enters into a new lease that extends at least three years beyond the maturity date of the Dollar General Loan.

Initial Reserves. None.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves 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) $28,140 into a capital expenditure account and (iv) all excess cash flow into a TI/LC reserve account capped at $2,250,000, provided that no ongoing reserves are required if the following conditions are met: (i) the Dollar General lease remains in full force and effect, (ii) no event of default has occurred under the Dollar General lease, (iii) no Dollar General Trigger Event has occurred or is continuing, (iv) Dollar General remains obligated by the lease to maintain the Dollar General Property, and (v) Dollar General continues to cover all tax and insurance obligations in a timely manner.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness. None.

B-71

1900 Cardinal Drive

Fulton, MO 65251

Collateral Asset Summary – Loan No. 8

Dollar General

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,650,000

67.1%

1.48x

10.6%

B-72

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B-73

7611 Katy Freeway

Houston, TX 77024

Collateral Asset Summary – Loan No. 9

Crowne Plaza Houston Katy Freeway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

68.6%

1.40x

10.0%

B-74

7611 Katy Freeway

Houston, TX 77024

Collateral Asset Summary – Loan No. 9

Crowne Plaza Houston Katy Freeway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

68.6%

1.40x

10.0%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsors:	Nizarali H. Manesia; Karim S. Karedia; Mustaqbhai K. Momin
Borrower:	Galleria Crown Hospitality, Inc.
Original Balance:	$33,000,000
Cut-off Date Balance:	$33,000,000
% by Initial UPB:	2.8%
Interest Rate:	4.8745%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 6, 2024
Amortization:	360
Additional Debt:	None
Call Protection:	L(24), D(93), O(3)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$132,500	$13,250
Insurance:	$54,133	$19,227
FF&E:	$28,205	1/12 of 4.0% of gross income from operations
Earnout(2):	$4,845,000	NAP

Financial Information(3)
Cut-off Date Balance / Room:	$159,420
Balloon Balance / Room:	$130,540
Cut-off Date LTV(3):	68.6%
Balloon LTV:	56.2%
Underwritten NOI DSCR:	1.57x
Underwritten NCF DSCR:	1.40x
Underwritten NOI Debt Yield(3):	10.0%
Underwritten NCF Debt Yield(3):	8.9%
Underwritten NOI Debt Yield at Balloon:	12.2%
Underwritten NCF Debt Yield at Balloon:	10.9%

Property Information
Single Asset / Portfolio:		Single Asset
Property Type:		Full Service Hospitality
Collateral:		Fee Simple
Location:		Houston, TX
Year Built / Renovated(4):		1981 / 2012
Total Rooms:		207
Property Management:		Houston Hospitality Services, Inc.
Underwritten NOI:		$3,285,650
Underwritten NCF:		$2,938,138
Appraised Value:		$48,100,000
Appraisal Date:		June 24, 2014

Historical NOI(4)
Most Recent NOI:	$3,380,898 (T-12 August 31, 2014)
2013 NOI:	$3,046,403 (December 31, 2013)
2012 NOI:	NAP
2011 NOI:	NAP

Historical Occupancy(4)
Most Recent Occupancy:	71.2% (August 31, 2014)
2013 Occupancy:	61.4% (December 31, 2013)
2012 Occupancy:	NAP
2011 Occupancy:	NAP

(1)	See “Initial Reserves” and “Ongoing Reserves” herein.

(2)

At any time prior to October 1, 2016, the borrower will have the right to request the release of Earnout reserve funds provided that (i) no event of default has occurred and is continuing and, (ii) immediately following such disbursement, (A) the trailing-12 month net cash flow debt yield is no less than (a) 9.75% in connection with the release of the first $2.0 million, and (b) 10.0% for any incremental dollar of Earnout reserve funds thereafter, and (B) the incremental loan to value ratio is less than or equal to 75.0%. Subject to the foregoing requirements, the initial disbursement of Earnout reserve funds will be no less than $1,980,000 and any subsequent disbursements will be no less than $250,000. On and after October 1, 2016, any remaining funds in the Earnout reserve will be held as additional collateral for the Crowne Plaza Houston Katy Freeway Loan.

(3)	Financial Information is based on the full loan balance. Based on the full loan balance net of the earnout, Cut-off Date LTV is 58.5% and the NOI and NCF Debt Yield are 11.7% and 10.4%, respectively.

(4)

The Crowne Plaza Houston Katy Freeway Property underwent a $20.0 million ($96,618 per room) gut renovation between 2009 and 2012, which included stripping the building to the studs, rebuilding the walls to optimize space and installing new casegoods and softgoods. The property re-opened in June of 2012. As such, Historical NOI and Historical Occupancy represent years of re-stabilization for the property.

B-75

7611 Katy Freeway

Houston, TX 77024

Collateral Asset Summary – Loan No. 9

Crowne Plaza Houston Katy Freeway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

68.6%

1.40x

10.0%

The Loan. The Crowne Plaza Houston Katy Freeway loan (the “Crowne Plaza Houston Katy Freeway Loan”) is a fixed rate loan with an original principal balance of $33.0 million secured by the borrower’s fee simple interest in a 207-room, full service hotel located in Houston, Texas (the “Crowne Plaza Houston Katy Freeway Property”). The Crowne Plaza Houston Katy Freeway Loan has a 10-year term and amortizes on a 30-year schedule. The Crowne Plaza Houston Katy Freeway Loan accrues interest at a fixed rate equal to 4.8745% and has a cut-off date balance of $33.0 million. The proceeds of the Crowne Plaza Houston Katy Freeway Loan were used to retire existing debt of approximately $19.6 million, fund upfront reserves of approximately $5.1 million, pay closing costs of approximately $0.6 million and return approximately $7.8 million of equity to the sponsors. Based on the appraised value of $48.1 million as of June 24, 2014, the cut-off date LTV of the Crowne Plaza Houston Katy Freeway Loan is 68.6%. The most recent prior financing of the Crowne Plaza Houston Katy Freeway Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$33,000,000	100.0%	Loan Payoff	$19,562,402	59.3%
			Reserves	$5,059,838	15.3%
			Closing Costs	$584,476	1.8%
			Return of Equity	$7,793,285	23.6%
Total Sources	$33,000,000	100.0%	Total Uses	$33,000,000	100.0%

The Borrower / Sponsor. The borrower, Galleria Crown Hospitality, Inc., is a single purpose Texas corporation structured to be bankruptcy-remote with two independent directors in its organizational structure. The sponsors of the borrower and nonrecourse carve-out guarantors are Nizarali H. Manesia, Karim S. Karedia and Mustaqbhai K. Momin. The sponsors are all local Houston developers with over 25 years of real estate experience. Their holdings include convenience stores, restaurants and hotels. Their hotel portfolio includes three hotels in the Houston Metro area. The sponsors received the IHG Developer of the Year award in 2012 in connection with the re-development of the Crowne Plaza Houston Katy Freeway Property.

The Property. The Crowne Plaza Houston Katy Freeway Property is a six-story, 207-room, full service hotel with 222 parking spaces located in Houston, Texas. Originally developed in 1981 and previously flagged as a Ramada, the Crowne Plaza Houston Katy Freeway Property underwent a $20.0 million ($96,618 per room) gut renovation between 2009 and 2012, which included stripping the building to the studs, rebuilding the walls to optimize space and installing new casegoods and softgoods. The room mix at the Crowne Plaza Houston Katy Freeway Property consists of 83 king-bedded rooms, 89 double queen-bedded rooms, 8 ADA rooms and 27 suites. Guestroom amenities include 32” flat screen televisions, cable, free WiFi, and an upholstered chair, sofa-bed or ottoman.

The Crowne Plaza Houston Katy Freeway Property features a three-meal restaurant and bar, approximately 12,000 sq. ft. of meeting space, a heated outdoor pool, complimentary gazebos, fire pit, workout facility, lobby workstations and laundry services. The meeting space offers six different event rooms, including a 4,350 sq. ft. ballroom that can host up to 500 individuals.

Crowne Plaza Hotels & Resorts, a subsidiary of InterContinental Hotels Group (“IHG”), is an upscale hotel brand with over 395 properties and 110,000 rooms worldwide. IHG is a global hotel company with over 4,700 flagged hotels including Crowne Plaza, Hotel Indigo, Holiday Inn Express, Staybridge Suites and Candlewood Suites, among others. In 2014, IHG awarded Crowne Plaza Houston Katy Freeway Property the Torchbearer Award, the company’s most prestigious award for quality and service. The Crowne Plaza Houston Katy Freeway Property’s current franchise agreement with IHG expires May 31, 2032.

Environmental Matters. The Phase I environmental report dated July 16, 2014 recommended no further action at the Crowne Plaza Houston Katy Freeway Property.

The Market. The Crowne Plaza Houston Katy Freeway Property is located in Houston, Texas, inside the Northwestern loop formed by the Sam Houston Parkway and the southeastern quadrant of the intersection of Interstate 10 and Buckingham Drive. The Crowne Plaza Houston Katy Freeway Property generates demand from the Brookhollow, Energy Corridor, Downtown Houston and Uptown/Galleria submarkets. The Brookhollow submarket is defined by corporate parks, most prominently ExxonMobil’s Brookhollow campus. The Energy Corridor is home to various corporate headquarters, including BP America, ConocoPhillips, ExxonMobil and Shell Oil Company. The downtown submarket has various commercial offices as well as the George R. Brown Convention Center and the Museum District. The Uptown/Galleria submarket includes the Houston Galleria mall, the fourth largest shopping center in the nation, which attracts over 24.0 million visitors a year and generates retail sales in excess of $1.25 billion.

Primary vehicular access to the property is provided by Interstate 10 and Interstate 45. Interstate 10 provides access to such cities as New Orleans and San Antonio, while Interstate 45 provides access to Dallas and Galveston. The Crowne Plaza Houston Katy Freeway Property is served by the George Bush Intercontinental Airport, which is located approximately 26.0 miles to the north.

B-76

7611 Katy Freeway

Houston, TX 77024

Collateral Asset Summary – Loan No. 9

Crowne Plaza Houston Katy Freeway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

68.6%

1.40x

10.0%

Houston is home to 26 companies on the 2014 Fortune 500 list, with 66 of the world’s 100 largest non-U.S.-based corporations having operations in Houston. According to the 2013 City of Houston Comprehensive Annual Financial Report, the largest private employers in Houston are Memorial Hermann Healthcare System (19,500 employees), United Continental Holdings, Inc. (17,000 employees), ExxonMobil Corporation (13,191 employees), Shell Oil Company (13,000 employees), Kroger Company (12,000 employees) and Schlumberger Limited (10,000 employees).

The market mix for the Crowne Plaza Houston Katy Freeway Property consists of 40.0% commercial, 25.0% leisure, 20.0% contract and 15.0% meeting and group. The commercial and meeting and group demand is primarily related to extended-stay guests with connections to the energy industry, with accounts such as Chevron, AT&T, Coca-Cola, Shell Oil and Procter & Gamble. The leisure demand is generated by the Houston Galleria, the Houston Rockets, the Houston Texans, the Houston Astros and NASA. Contract demand comes primarily from airline-related demand from both George Bush Intercontinental Airport and Hobby Airport.

Given the Crowne Plaza Houston Katy Freeway Property’s location, a significant portion of income is generated by local corporate accounts. The top ten corporate accounts generated approximately 13.0% of revenue as of T-12 June 30, 2014. Below is a summary of the top five corporate accounts at the Crowne Plaza Houston Katy Freeway Property.

Corporate Accounts
Company	# of Room Night	% of Occupied Nights	Room Revenue	% of T-12 6/30/2014 Revenue	ADR
British Airways	3,751	7.3%	$270,072	4.0%	$72.00
David Weekly Homes	831	1.6%	$104,806	1.5%	$126.12
General Electric	678	1.3%	$99,795	1.5%	$147.19
FIT Tourico	1,159	2.3%	$96,744	1.4%	$83.47
AIG	674	1.3%	$88,620	1.3%	$131.48

The Crowne Plaza Houston Katy Freeway Property competes directly with eight hotels totaling 2,360 rooms located in Houston, Texas including Crowne Plaza Houston River Oaks, Four Points Houston West, Royal Sonesta Houston, Sheraton Hotel Houston Brookhollow, Marriott Houston West Loop by Galleria, Crowne Plaza Northwest Brookhollow, Courtyard Houston Brookhollow and Hampton Inn Houston near The Galleria. As of August 2014, the Crowne Plaza Houston Katy Freeway Property exhibited occupancy, ADR and RevPAR of 71.4%, $129.13 and $92.14, respectively, resulting in competitive set penetration rates of 104.9%, 104.2% and 109.3%, respectively.

Historical Occupancy, ADR, RevPAR – Competitive Set(1)(2)
	Crowne Plaza Houston Katy Freeway Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
T-12 August 31, 2014	71.4%	$129.13	$92.14	68.0%	$123.91	$84.28	104.9%	104.2%	109.3%
December 31, 2013	61.6%	$131.26	$80.85	75.5%	$135.93	$102.60	81.6%	96.6%	78.8%

(1)	Source: Hospitality research report.

(2)	The Crowne Plaza Houston Katy Freeway Property opened (after renovation) in June 2012. As such, historical occupancy, ADR and RevPAR are unavailable prior to 2013.

B-77

7611 Katy Freeway

Houston, TX 77024

Collateral Asset Summary – Loan No. 9

Crowne Plaza Houston Katy Freeway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

68.6%

1.40x

10.0%

Cash Flow Analysis.

Cash Flow Analysis(1)
	2013	T-12 8/31/2014	U/W	U/W per Room(2)
Occupancy	61.4%	71.2%	71.2%
ADR	$131.58	$129.44	$129.44
RevPAR	$80.84	$92.13	$92.13

Room Revenue	$6,107,962	$6,961,128	$6,961,128	$33,629
F&B Revenue	1,585,997	1,657,590	1,657,590	8,008
Other Revenue(3)	56,579	69,070	69,070	334
Total Revenue	$7,750,538	$8,687,788	$8,687,788	$41,970
Operating Expenses	2,641,601	2,816,097	2,816,097	13,604
Undistributed Expenses	1,808,081	2,039,794	2,065,105	9,976
Gross Operating Profit	$3,300,856	$3,831,898	$3,806,587	$18,389
Total Fixed Charges	254,453	451,000	520,937	2,517
Net Operating Income	$3,046,403	$3,380,898	$3,285,650	$15,873
FF&E	0	347,512	347,512	1,679
Net Cash Flow	$3,046,403	$3,033,386	$2,938,138	$14,194

(1)	The Crowne Plaza Houston Katy Freeway Property opened (after renovation) in June 2012. As such, historical cash flows are unavailable prior to 2013.

(2)	U/W per Room is based on a total of 207 rooms.

(3)	Other Revenue is comprised primarily of revenue generated by telephone, parking, vending and laundry income.

Property Management. The Crowne Plaza Houston Katy Freeway Property is managed by Houston Hospitality Services, Inc. under a license agreement with the InterContinental Hotel Group.

Lockbox / Cash Management. The Crowne Plaza Houston Katy Freeway Loan is structured with a hard lockbox and springing cash management. In place cash management and an excess cash flow sweep will be triggered upon (i) an event of default, (ii) failure by the borrower to maintain a DSCR of at least 1.15x (on the gross loan amount) at the end of four consecutive calendar quarters (a “DSCR Trigger”), (iii) a bankruptcy action of borrower, principal, guarantor or manager or (iv) the occurrence of a Franchise Event. A “Franchise Event” is the date that is eighteen months prior to the termination date of the franchise agreement or any replacement franchise agreement if the borrower has not yet renewed the franchise agreement for a term extending at least five years beyond the maturity date. The Crowne Plaza Houston Katy Freeway Property is currently subject to a franchise agreement with Holiday Hospitality Franchising, Inc. that expires May 31, 2032.

Initial Reserves. At closing, the borrower deposited (i) $132,500 into a tax reserve account, (ii) $54,133 into an insurance reserve account, (iii) $28,205 into an FF&E reserve account and (iv) $4,845,000 into an Earnout reserve. At any time prior to October 1, 2016, the borrower will have the right to request the release of Earnout reserve funds provided (i) no event of default has occurred and is continuing, (ii) immediately following such disbursement, (A) the trailing-12 month net cash flow debt yield is no less than (a) 9.75% in connection with the release of the first $2.0 million and (b) 10.0% for any incremental dollar of Earnout reserve funds thereafter and (B) the loan to value ratio is less than or equal to 75.0%. Subject to the foregoing requirements, the initial disbursement of Earnout reserve funds will be no less than $1,980,000 and any subsequent disbursements will be no less than $250,000. On and after October 1, 2016, any amounts remaining in the earnout reserve will be held as additional collateral for the Crowne Plaza Houston Katy Freeway Loan.

Ongoing Reserves. On a monthly basis, the borrower is required to make deposits of (i) 1/12 of the required annual taxes, which currently equates to $13,250 into a tax reserve account, (ii) 1/12 of the required insurance premiums, which currently equates to $19,227 into an insurance reserve account and (iii) 1/12 of 4.0% of gross income from operations into an FF&E reserve account subject to a cap of an amount equal to 4.0% of gross income from operations for the preceding five years.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-78

7611 Katy Freeway

Houston, TX 77024

Collateral Asset Summary – Loan No. 9

Crowne Plaza Houston Katy Freeway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

68.6%

1.40x

10.0%

B-79

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

B-80

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	CSC Holdings, LLC; Columbia Sussex Corporation
Borrower:	Columbia Properties Myrtle Beach, LLC
Original Balance(1):	$30,000,000
Cut-off Date Balance(1):	$29,926,747
% by Initial UPB:	2.5%
Interest Rate:	4.6425%
Payment Date:	6th of each month
First Payment Date:	September 6, 2014
Maturity Date:	August 6, 2024
Amortization:	360 months
Additional Debt(1):	$85,790,009 Pari Passu Debt
Call Protection(2):	L(26), D(90), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(3)
	Initial	Monthly
Taxes:	$358,000	$44,750
Insurance:	$178,397	$37,080
FF&E:	$0	1/12 of 5.0% of such year’s gross income
Required Repairs:	$15,625	NAP
Seasonality:	$1,184,000	Springing
PIP(4):	$0	Springing
Franchise Agreement(5):	$0	Springing

Financial Information(6)
Cut-off Date Balance / Room:	$285,720
Balloon Balance / Room:	$232,720
Cut-off Date LTV:	69.7%
Balloon LTV:	56.8%
Underwritten NOI DSCR:	1.82x
Underwritten NCF DSCR:	1.62x
Underwritten NOI Debt Yield:	11.3%
Underwritten NCF Debt Yield:	10.0%
Underwritten Balloon NOI Debt Yield:	13.9%
Underwritten Balloon NCF Debt Yield:	12.4%

Property Information
Single Asset / Portfolio:		Single Asset
Property Type:		Full Service Hospitality
Collateral:		Fee Simple
Location:		Myrtle Beach, SC
Year Built / Renovated:		2003 / 2011
Total Rooms:		405
Property Management:		Columbia Sussex Management
Underwritten NOI:		$13,065,127
Underwritten NCF:		$11,642,207
Appraised Value:		$166,000,000
Appraisal Date:		June 27, 2014

Historical NOI
Most Recent NOI:	$13,101,807 (T-12 June 30, 2014)
2013 NOI:	$13,404,463 (December 31, 2013)
2012 NOI:	$12,369,255 (December 31, 2012)
2011 NOI:	$11,463,366 (December 31, 2011)
2010 NOI:	$11,752,640 (December 31, 2010)

Historical Occupancy
Most Recent Occupancy:	68.1% (T-12 June 30, 2014)
2013 Occupancy:	67.6% (December 31, 2013)
2012 Occupancy:	63.7% (December 31, 2012)
2011 Occupancy:	63.0% (December 31, 2011)
2010 Occupancy:	65.3% (December 31, 2010)

(1)

The Original Balance of $30,000,000 and Cut-off Date Balance of $29,926,747 represent the non-controlling Note A1-2 of the $116.0 million of the Myrtle Beach Marriott Loan Combination evidenced by three pari passu notes. The pari passu companion loans are the controlling Note A1-1 and non-controlling Note A-2 with an original principal balance of $31.0 million and $55.0 million, respectively. For additional information on the pari passu companion loan, see “The Loan” herein.

(2)

The lockout period will be at least 26 payment dates beginning with and including the first payment date of September 6, 2014. Prepayment of the full Myrtle Beach Marriott Loan Combination is permitted after the date that is the 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) September 6, 2018. The assumed lockout period of 26 months is based on the expected COMM 2014-CCRE20 securitization closing date in October 2014. The actual lockout period may be longer.

(3)	See “Initial Reserves” and “Ongoing Reserves” herein.

(4)

The borrower will be required to deposit 110% of any property improvement plan required in connection with the current franchise agreement or a replacement franchise agreement, less the total of any amounts then on deposit in the FF&E reserve and the franchise agreement reserve. The Myrtle Beach Marriott Property’s current franchise agreement expires in August 2024.

(5)

The borrower will be required to deposit excess cash flow into a franchise agreement reserve account if (i) as of any payment date, the franchise agreement has a remaining term of less than 12 months or has been terminated and (ii) the balance of the franchise agreement reserve account and the FF&E reserve account is collectively less than $4,050,000. See “Ongoing Reserves” herein.

(6)	DSCR, LTV, Debt Yield and Balance / Room calculations are based on the aggregate Myrtle Beach Marriott Loan Combination.

B-81

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

The Loan. The Myrtle Beach Marriott Resort & Spa loan (the “Myrtle Beach Marriott Loan”) consists of the non-controlling Note A1-2 in the original principal amount of $30.0 million of a fixed rate whole loan in the aggregate original principal amount of $116.0 million (the “Myrtle Beach Marriott Loan Combination”). The Myrtle Beach Marriott Loan Combination is secured by the borrower’s fee simple interest in a 405-room, full service, ocean-front luxury resort located in Myrtle Beach, SC (the “Myrtle Beach Marriott Property”). The $116.0 million Myrtle Beach Marriott Loan Combination is evidenced by three pari passu notes. Only the non-controlling Note A1-2, with an original principal balance of $30.0 million, will be included in the COMM 2014-CCRE20 mortgage trust. The non-controlling Note A-2, with an original principal balance of $55.0 million, was securitized in the COMM 2014-LC17 transaction. The controlling Note A1-1 with an original principal balance of $31.0 million is expected to be securitized in a future transaction. The Myrtle Beach Loan Combination has a 120-month term and amortizes on a 30-year schedule.

The Myrtle Beach Marriott Loan accrues interest at a fixed rate equal to 4.6425% and has a cut-off date balance of approximately $29.9 million. The proceeds of the Myrtle Beach Marriott Loan Combination were used to retire existing debt of approximately $74.3 million, fund upfront reserves of approximately $1.7 million, pay closing costs of approximately $0.5 million and return approximately $39.5 million of equity to the sponsors. Based on the appraised value of $166.0 million as of June 27, 2014, the cut-off date LTV of the Myrtle Beach Marriott Loan Combination is 69.7% with remaining implied equity of $50.0 million. The most recent prior financing of the Myrtle Beach Marriott Property was included in the JPMCC 2005-CB13 mortgage trust.

The relationship between the holders of the Note A1-1, Note A1-2 and Note A-2 is governed by an intercreditor agreement which is described under “Description of the Mortgage Pool—Loan Combinations—The Myrtle Beach Marriott Loan Combination” in this prospectus supplement.

Pari Passu Note Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A1-1	$31,000,000	$30,924,306	CCRE	Yes
Note A1-2	$30,000,000	$29,926,747	COMM 2014-CCRE20	No
Note A-2	$55,000,000	$54,865,703	COMM 2014-LC17	No
Total Sources	$116,000,000	$115,716,756

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$116,000,000	100.0%	Loan Payoff	$74,297,689	64.0%
			Reserves	$1,736,022	1.5%
			Closing Costs	$491,625	0.4%
			Return of Equity	$39,474,665	34.0%
Total Sources	$116,000,000	100.0%	Total Uses	$116,000,000	100.0%

The Borrower / Sponsor. The borrower, Columbia Properties Myrtle Beach, LLC, is a recycled 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 nonrecourse carve-out guarantors are CSC Holdings, LLC and Columbia Sussex Corporation, jointly and severally, (collectively, “Columbia Sussex”). Founded in 1972, Columbia Sussex is a privately-owned company specializing in owning and operating hospitality properties. Currently, the sponsors own and manage a $2.0 billion portfolio of 35 hospitality assets with the majority having Marriott flags.

Columbia Sussex developed the Myrtle Beach Marriott Property under Marriott’s flag in 2003. The franchise agreement is coterminous with the Myrtle Beach Marriott Loan.

The Property. The Myrtle Beach Marriott Property is a 15-story, 405-room full service luxury resort located directly on the beach in Myrtle Beach, South Carolina. Developed by the sponsors in 2003 and most recently renovated in 2011, the Myrtle Beach Marriott Property is comprised of three main buildings, which include the 15-story guestroom tower, a two-story public space building containing meeting space, food and beverage outlets and a spa, and a three-level parking garage offering approximately 562 spaces. The Myrtle Beach Marriott Property is situated in a larger complex that includes five additional towers containing over 370 Marriott Vacation Club timeshare units (non-collateral), which share amenities at the Myrtle Beach Marriott Property. The room mix at the Myrtle Beach Marriott Property consists of 255 double-bedded rooms, 142 king-bedded rooms and eight suites. The Myrtle Beach Marriott Property was strategically designed to provide nearly 75.0% of the guestrooms with ocean views. Guestrooms feature floor-to-ceiling windows, marble bathrooms, Bath & Body Works toiletries, mini-fridges, pillow top mattresses, HDTVs and complimentary wireless internet.

B-82

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

Amenities for the Myrtle Beach Marriott Property include four restaurants, a lobby lounge featuring a bar, a pool bar, three pools (two outdoor pools, one heated indoor pool), an outdoor waterslide, a full-service spa, a fitness center, a business center, on-site laundry and 11 meeting rooms offering approximately 45,000 sq. ft., including the 15,030 sq. ft. Atlantic Ballroom that can accommodate over 1,600 guests. Since developing the Myrtle Beach Marriott Property in 2003, the sponsors have invested approximately $2.7 million ($6,675 per room) in capital expenditures, including approximately $900,000 (2,222 per room) since 2011. Recent capital expenditures include guestroom soft goods, HDTVs, internet upgrade, lobby and restaurant renovations and cooling tower installations, among other things.

The Myrtle Beach Marriott Property is in the top 3.0% of all Marriott hotels in terms of the number of reward points redeemed to book rooms and is in the second highest tier of Marriott reward redemptions, which not only indicates high demand for the Myrtle Beach Marriott Property but also represents Marriott’s commitment to the franchise location. Based on a brand wide survey in July 2014, the Myrtle Beach Marriott Property ranked 8th and 13th out of 355 Marriott hotels in terms of overall staff service and overall customer satisfaction, respectively. Additional accolades include the “2013 AAA Four Diamond Award” and “TripAdvisor’s 2014 Certificate of Excellence”, a recognition given to only the top 10% of hotels on the website. Additionally, U.S. News & World Report ranked the Myrtle Beach Marriott Property as #1 out of over 400 hotels in Myrtle Beach in 2014.

Environmental Matters. The Phase I environmental report dated July 8, 2014 recommended no further action at the Myrtle Beach Marriott Property.

The Market. The Myrtle Beach Marriott Property is located in the ocean-front city of Myrtle Beach, which is situated on the center of a 60-mile continuous stretch of beach known as the Grand Strand in northeastern South Carolina. The Myrtle Beach area is a vacation destination with approximately 16.1 million visitors in 2013, a 5.9% increase since 2012. Since 2003, the estimated number of annual visitors has exceeded 12.8 million. From 2003 to 2013, the Myrtle Beach area experienced an annual growth rate of approximately 2.3%. In 2014, Myrtle Beach was ranked as the top summer destination by TripAdvisor, outperforming New York, Las Vegas, San Francisco, San Diego and Key West, among others. In July 2013, the Myrtle Beach Metropolitan Statistical Area was the 7th fastest growing metro area in the United States.

Primary access to the Myrtle Beach Marriott Property is provided by U.S. Route 17, which offers north/south travel along the Atlantic coast from Florida through Virginia. Additionally, the Myrtle Beach Marriott Property is located within 11.3 miles of the Myrtle Beach International Airport, which is served by seven airlines with non-stop service to over 25 cities, including Atlanta, Boston, Detroit, Fort Lauderdale, New York and Washington, D.C. In 2013, Myrtle Beach International Airport experienced an annual growth rate in traffic of 12.3%. In order to accommodate the increase in demand, Myrtle Beach International Airport opened a $118.0 million, 240,000 sq. ft. terminal in spring 2013 and has plans to complete a $20.0 million runway resurfacing project by spring 2015.

In addition to numerous on-site amenities, the Myrtle Beach Marriott Property is positioned near a number of notable attractions, including over 100 golf courses, numerous amusement parks, an aquarium, entertainment venues, retail developments and over 1,900 restaurants. Additionally, the Myrtle Beach Marriott Property is located within 6.7 miles of the Myrtle Beach Boardwalk. The Myrtle Beach Boardwalk was recognized as the #3 boardwalk in the United States by National Geographic in 2014 and as one of the best boardwalks in the United States by Travel + Leisure.

The Myrtle Beach hotel market contains approximately 89,000 hotel rooms spread across 460 hotels. The demand segmentation for the Myrtle Beach Marriott Property consists of 65% leisure, 30% meeting and group and 5% commercial. Historically, the Myrtle Beach Marriott Property has achieved a leisure penetration rate of 126%. According to the appraiser, the Myrtle Beach Marriott Property is the only AAA Four Diamond property in the market and has on average larger rooms than its competitors.

As of May 31, 2014, the Myrtle Beach Marriott Property was reported as having occupancy, ADR and RevPAR of 68.0%, $167.14 and $113.63, respectively. The Myrtle Beach Marriott Property reported penetration rates of 104.9%, 127.9% and 134.2% for occupancy, ADR and RevPAR, respectively. The competitive set includes Hilton Myrtle Beach Resort, Embassy Suites Myrtle Beach Oceanfront Resort and Sheraton Hotel Myrtle Beach Convention Center.

Historical Occupancy, ADR, RevPAR – Competitive Set(1)
	Myrtle Beach Marriott Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
T-12 May 2014	68.0%	$167.14	$113.63	64.8%	$130.73	$84.69	104.9%	127.9%	134.2%
T-12 May 2013	64.7%	$173.78	$112.36	60.0%	$130.20	$78.13	107.7%	133.5%	143.8%
T-12 May 2012	63.3%	$168.64	$106.70	60.3%	$128.11	$77.27	104.9%	131.6%	138.1%

(1)	Source: Hospitality research report.

B-83

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

Competitive Set(1)
Name	Myrtle Beach Marriott Property	Embassy Suites Myrtle Beach Oceanfront Resort	Sheraton Hotel Myrtle Beach Convention Center	Hilton Myrtle Beach Resort
# of Rooms	405	255	400	385
Location	Myrtle Beach, SC	Myrtle Beach, SC	Myrtle Beach, SC	Myrtle Beach, SC
Year Opened	2003	1987	2003	1974
Occupancy(2)	68.0%	70.0%	60.0%	62.0%
ADR(2)	$167.14	$160.00	$125.00	$113.00
RevPAR(2)	$113.63	$112.00	$75.00	$70.06
Beachfront	Yes	Yes	No	Yes
Restaurant	Yes	Yes	Yes	Yes
Lounge	Yes	Yes	Yes	Yes
Indoor Pool	Yes	Yes	Yes	Yes
Outdoor Pool	Yes	Yes	No	Yes
Fitness Center	Yes	Yes	Yes	Yes

(1)	Source: Appraisal.

(2)	Occupancy, ADR and RevPAR for the Myrtle Beach Marriott Property are as of T-12 May 2014 from a hospitality research report. Occupancy, ADR and RevPAR for the competitive set are 2013 annual estimated provided by the appraiser.

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	T-12 6/30/2014	U/W	U/W per Room(1)
Occupancy	63.0%	63.7%	67.6%	68.1%	68.1%
ADR	$160.93	$175.83	$174.00	$172.39	$172.39
RevPAR	$101.38	$112.07	$117.69	$117.36	$117.36

Room Revenue	$14,987,236	$16,612,424	$17,397,626	$17,348,916	$17,348,916	$42,837
F&B Revenue	8,779,212	8,597,032	9,617,501	9,314,159	9,314,159	22,998
Other Revenue(2)	2,059,193	1,990,478	1,841,508	1,795,311	1,795,311	4,433
Total Revenue	$25,825,641	$27,199,934	$28,856,635	$28,458,386	$28,458,386	$70,268
Operating Expenses	7,757,053	8,002,775	8,338,321	8,357,792	8,357,792	20,637
Undistributed Expenses	5,405,524	5,606,425	5,925,986	5,851,393	5,888,231	14,539
Gross Operating Profit	$12,663,064	$13,590,734	$14,592,328	$14,249,201	$14,212,362	$35,092
Total Fixed Charges	1,199,698	1,221,479	1,187,865	1,147,394	1,147,236	2,833
Net Operating Income	$11,463,366	$12,369,255	$13,404,463	$13,101,807	$13,065,127	$32,260
FF&E	0	0	0	0	1,422,919	3,513
Net Cash Flow	$11,463,366	$12,369,255	$13,404,463	$13,101,807	$11,642,207	$28,746

(1)	U/W per Room is based on a total of 405 rooms.

(2)	Other Revenue includes spa revenue, parking revenue and other miscellaneous items such as gift shop sales, a lease from Marriott Vacation Rental and beach chair rentals, among other things.

Historical Revenue(1)
	2006	2007	2008	2009	2010	2011	2012	2013	T-12 6/30/2014
Occupancy	74.9%	74.0%	72.7%	65.7%	65.3%	63.0%	63.7%	67.6%	68.1%
ADR	$144.71	$157.06	$157.64	$154.12	$155.25	$160.93	$175.83	$174.00	$172.39
RevPAR	$108.42	$116.21	$114.68	$101.21	$101.44	$101.38	$112.07	$117.69	$117.36
Revenue(2)	$28,394,000	$30,187,000	$31,126,000	$26,559,000	$26,812,000	$25,825,641	$27,199,934	$28,856,635	$28,458,386
NOI	$11,839,180	$12,426,390	$14,463,220	$12,276,230	$11,752,640	$11,463,366	$12,369,255	$13,404,463	$13,101,807

(1)	Estimates as provided by borrower.

(2)	The average Revenue and Net Operating Income since 2006 are approximately $28.2 million and $12.6 million, respectively.

B-84

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

Property Management. The Myrtle Beach Marriott Property is managed by Columbia Sussex Management, an affiliate of the borrower.

Lockbox / Cash Management. The Myrtle Beach Marriott Loan is structured with a hard lockbox and springing cash management. In place cash management is required upon (i) an event of default, (ii) a bankruptcy action of the borrower, the guarantor or the property manager, (iii) the failure of 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 or (iv) 12 months prior to the expiration of the franchise agreement or if the franchise agreement has been terminated. A full excess cash sweep (“Cash Trap Period”) will occur upon the continuation of the events specified in clauses (i) and (ii) as well as the failure of the borrower after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of at least 1.20x until the debt service coverage ratio after the end of two consecutive calendar quarters is at least 1.25x.

Initial Reserves. At closing, the borrower deposited (i) $358,000 into a tax reserve account, (ii) $178,397 into an insurance reserve account, (iii) $1,184,000 into a seasonality reserve account and (iv) $15,625 into a required repairs reserve account, which represents 125% of the engineer’s recommendation.

Ongoing Reserves. On a monthly basis, the borrower is required to make deposits of (i) 1/12 of the required annual taxes, which currently equates to $44,750, into a tax reserve account, (ii) 1/12 of the required insurance premiums, which currently equates to $37,080, into an insurance reserve account and (iii) 1/12 of 5.0% of such year’s gross income into a FF&E reserve account. Additionally, excess cash flow will be deposited into a franchise agreement reserve account if (i) as of any payment date, the franchise agreement has a remaining term of less than 12 months or has been terminated and (ii) the balance of the franchise agreement reserve account and FF&E reserve account is collectively less than $4,050,000. If any future PIP work is required by the current franchise agreement or a replacement franchise agreement, the borrower will deposit 110% of the estimated costs for any PIP less the amount then on deposit in the FF&E reserve account and the franchise agreement reserve account.

The borrower also deposited $900,000 into the seasonality reserve account on the payment date occurring in September 2014 and deposited $250,000 on the payment date occurring in October 2014. Additionally, on each payment date occurring in July, August and September, to the extent that the balance of the seasonality reserve account is less than $2,334,000, the borrower is required to deposit (i) $778,000 if no Cash Trap Period is continuing or (ii) all excess cash flow if a Cash Trap Period is occurring.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-85

8400 Costa Verde Drive

Myrtle Beach, SC 29572

Collateral Asset Summary – Loan No. 10

Myrtle Beach Marriott Resort & Spa

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,926,747

69.7%

1.62x

11.3%

B-86

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-87

Various

Collateral Asset Summary – Loan No. 11

U-Haul Pool 3

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,924,365

61.0%

1.41x

11.3%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	AMERCO
Borrowers:	U-Haul Co. of Florida 3, LLC; UHIL 3, LLC; AREC 3, LLC
Original Balance:	$30,000,000
Cut-off Date Balance:	$29,924,365
% by Initial UPB:	2.5%
Interest Rate:	4.6900%
Payment Date:	6th of each month
First Payment Date:	October 6, 2014
Maturity Date:	September 6, 2034
Amortization:	240 months
Additional Debt:	None
Call Protection:	L(25), D(211), O(4)
Lockbox / Cash Management:	Soft / Springing

Reserves
	Initial	Monthly
Taxes(1):	$280,940	Springing
Insurance(2):	$0	Springing
Required Repairs:	$723,491	NAP
Replacement(3):	$127,051	Springing
Environmental Insurance:	$374,958	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$81
Balloon Balance / Sq. Ft.(4):	$1
Cut-off Date LTV:	61.0%
Balloon LTV(4):	0.9%
Underwritten NOI DSCR:	1.46x
Underwritten NCF DSCR:	1.41x
Underwritten NOI Debt Yield:	11.3%
Underwritten NCF Debt Yield:	10.9%

Property Information
Single Asset / Portfolio:	Portfolio of 17 properties
Property Type:	Self Storage
Collateral:	Fee Simple / Leasehold
Location:	Various
Year Built / Renovated:	Various
Total Sq. Ft.:	368,944
Property Management:	Subsidiaries of U-Haul Co.
Underwritten NOI:	$3,380,950
Underwritten NCF:	$3,255,914
Appraised Value:	$49,070,000
Appraisal Date:	June 2014

Historical NOI
Most Recent NOI:	$3,577,859 (T-12 April 30, 2014)
2013 NOI:	$3,336,179 (December 31, 2013)
2012 NOI:	$3,036,045 (December 31, 2012)
2011 NOI:	$2,530,381 (December 31, 2011)

Historical Occupancy(5)
Most Recent Occupancy:	89.0% (April 30, 2014)
2013 Occupancy:	83.9% (December 31, 2013)
2012 Occupancy:	81.0% (December 31, 2012)
2011 Occupancy:	76.5% (December 31, 2011)

(1)	Ongoing tax deposits are waived so long as (i) no event of default shall have occurred, (ii) an amount of $280,940, which is equivalent to six monthly payments, is on deposit in the tax escrow account and (iii) the lender has received evidence that the borrower has paid all taxes when due.

(2)

The borrower will not be required to make the monthly insurance deposits provided that (i) no event of default has occurred, (ii) the lender has received evidence that the borrower has paid all insurance premiums, (iii) the borrower has provided the lender with satisfactory evidence that a blanket insurance policy is in place and (iv) if a blanket insurance policy is not in place, borrower has deposited and maintained a sufficient amount to pay insurance premiums for six months into the Insurance reserve.

(3)	Ongoing Replacement Reserve deposits are waived so long as an amount of $127,051 is on deposit in the Replacement Reserve account.

(4)	The U-Haul Pool 3 loan fully amortizes (substantially) on a 20-year schedule. On the last payment date, the loan documents require a payment of $444,135 (rather than a monthly debt service payment of $192,885).

(5)	2011, 2012 and 2013 occupancy shown is a twelve month average.

TRANSACTION HIGHLIGHTS

■	Geographic Diversity. The U-Haul Pool 3 properties are located in 14 different states, with no one property comprising more than 22.3% of the Underwritten NOI. Occupancy of the portfolio has increased from 2011, to 2012 and 2013 from 76.5%, to 81.0% and 83.9% respectively.

■	Sponsorship. AMERCO has a net worth in excess of $1.5 billion. Additionally, AMERCO has a significant presence within the self-storage industry with 445,000 self-storage units totaling approximately 40.0 million sq. ft.

■	Fully Amortizing. The loan has a 20-year initial term and fully amortizes on a 20-year schedule. Based on the amortization schedule, the loan features strong credit metrics of 11.3% Underwritten NOI Debt Yield, 1.46x Underwritten NOI DSCR and a 0.9% Balloon LTV.

■

After Acquired Adjacent Property. The borrowers may, pursuant to conditions set forth in the loan documents, acquire certain property adjacent to an existing mortgaged property to expand the related mortgaged property, provided among other things, the borrowers provide the lender with a clean environmental report, updated title and survey, evidence that the property is insured in accordance with the loan documents, and evidence that the property is acquired for cash. Any such after acquired adjacent property will be encumbered by the lien of the mortgage on the related existing U-Haul Pool 3 properties.

■

After Acquired Operating Lease Property. The borrowers may, pursuant to conditions set forth in the loan documents, enter into operating leases with respect to storage facilities that may be acquired by an affiliate of borrowers in the vicinity of an existing U-Haul Pool 3 property, provided among other things, (i) such facility is operated as remote, unstaffed facility related to an existing U-Haul Pool 3 property and (ii) the borrowers deliver a clean environmental report, a current survey, evidence that the property is insured in accordance with the loan documents and (iii) the borrowers execute an operating lease in a form substantially similar to the form included in the loan documents, which lease provides that (a) in the event that the debt service coverage ratio for the U-Haul Pool 3 loan is less than 1.20x, any rent, taxes and insurance due by the borrowers under the operating lease will be abated and (b) if the lender forecloses or accepts a deed-in-lieu of foreclosure on the related mortgaged property, the lender will have the option to terminate the operating lease, and whether or not such operating lease is terminated, the lender will have no liability for any amounts due to the landlord under the operating lease prior to such foreclosure or deed-in-lieu.

B-88

3663 Park East Drive

Beachwood, OH 44122

Collateral Asset Summary – Loan No. 12

DoubleTree Beachwood

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$28,500,000

71.3%

1.28x

10.8%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Satish K. Duggal
Borrower:	Cleveland Beachwood Hospitality, LLC
Original Balance:	$28,500,000
Cut-off Date Balance:	$28,500,000
% by Initial UPB:	2.4%
Interest Rate:	5.0200%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 6, 2024
Amortization:	300 months
Additional Debt:	None
Call Protection:	L(24), D(93), O(3)
Lockbox / Cash Management(1):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$348,317	$34,832
Insurance:	$108,248	$8,327
Replacement:	$0	1/12 of 4.0% of gross income from operations for the next 12 month period
Required Repairs:	$1,250	NAP
Earnout Reserve(2):	$1,500,000	NAP

Financial Information
Cut-off Date Balance / Room:	$70,545
Balloon Balance / Room:	$52,789
Cut-off Date LTV(3):	71.3%
Balloon LTV:	53.3%
Underwritten NOI DSCR:	1.53x
Underwritten NCF DSCR:	1.28x
Underwritten NOI Debt Yield(3):	10.8%
Underwritten NCF Debt Yield(3):	9.0%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Full Service Hospitality
Collateral:	Fee Simple
Location:	Beachwood, OH
Year Built / Renovated:	1977 / 2013, 2014
Total Rooms:	404
Property Management:	Twin Tier Hospitality, LLC
Underwritten NOI:	$3,074,103
Underwritten NCF:	$2,555,079
Appraised Value:	$40,000,000
Appraisal Date:	August 1, 2014

Historical NOI(4)
Most Recent NOI:	$3,074,103 (T-12 June 30, 2014)
2013 NOI:	$3,236,997 (December 31, 2013)
2012 NOI:	$2,791,355 (December 31, 2012)
2011 NOI:	$1,888,572 (December 31, 2011)

Historical Occupancy(4)
Most Recent Occupancy:	61.7% (June 30, 2014)
2013 Occupancy:	61.4% (December 31, 2013)
2012 Occupancy:	56.9% (December 31, 2012)
2011 Occupancy:	58.7% (December 31, 2011)

(1)

In place cash management and an excess cash flow sweep will be triggered upon (i) any event of default, (ii) failure by the borrower to maintain a DSCR of at least 1.20x at the end of two consecutive calendar quarters (a “DSCR Trigger Event”), (iii) a bankruptcy action of borrower, principal, guarantor or manager or (iv) the occurrence of a Franchise Agreement Discontinuation Period (as defined herein). A “Franchise Agreement Discontinuation Period” means (i) October 6, 2023 (12 months prior to the maturity date of the DoubleTree Beachwood loan), or (ii) the date the franchise agreement is terminated, cancelled, expires or is otherwise discontinued, which dates may occur more than once. Notwithstanding the foregoing, the borrower may defer the commencement of in place cash management and an excess cash flow sweep caused by a DSCR Trigger Event by depositing the DSCR Reserve Deposit or a letter of credit in the amount of the DSCR Reserve Deposit into the DSCR reserve account within two business days of the receipt of notice of such DSCR Trigger Event. The “DSCR Reserve Deposit” will be equal to an amount that, if applied to the outstanding principal balance of the DoubleTree Beachwood loan, would decrease the recalculated monthly debt service payment by an amount that would satisfy a DSCR of 1.20x.

(2)

At any time after March 17, 2015 but prior to September 17, 2016, the borrower may make a one-time request for the release of the Earnout reserve amount subject to (i) the DSCR is greater than or equal to 1.44x for the immediately preceding four quarters, (ii) the net cash flow debt yield on the date of disbursement is greater than or equal to 10.0% and (iii) no event of default will have occurred at any point during the period commencing upon receipt by lender of the borrower’s request for release. If at any time, there are any remaining funds in the Earnout reserve after September 17, 2016, the amount remaining will be retained by lender as additional collateral for the DoubleTree Beachwood loan. Notwithstanding the foregoing, borrower will have the option at any time to replace the cash on deposit in the Earnout reserve account with a letter of credit satisfactory to lender.

(3)	The Cut-off Date LTV and debt yield calculations are based on the full loan balance. Based on the full loan balance net of the Earnout, Cut-off Date LTV is 67.5% and the NOI and NCF Debt Yield are 11.4% and 9.5%, respectively.

(4)

The property was purchased by the sponsor in 2007, who has since invested approximately $8.7 million of capital improvements, including a conversion to a Doubletree by Hilton in 2013 and implementation of a $1.2 million property improvement plan in conjunction with the execution of the franchise agreement.

TRANSACTION HIGHLIGHTS

■

Property. The DoubleTree Beachwood property is a full service hotel located in Beachwood, Ohio that was originally converted from a Hilton to a DoubleTree by Hilton in 2013. The property contains 404 guestrooms and approximately 17,000 sq. ft. of meeting space. Amenities include an indoor and outdoor swimming pool, fitness center, business center and Wi-Fi access throughout the property. Additionally, the property is currently renovating and upgrading its restaurant space in a partnership with Chef Chris Hodgson and the Driftwood Restaurant Group to feature the Sanctuary Restaurant and Wine Bar, which opened October 6, 2014.

■	Market. According to hospitality research reports as of June 2014, the DoubleTree Beachwood property exhibited trailing-12 month occupancy, ADR and RevPAR of 61.1%, $106.21 and $64.85, respectively, resulting in occupancy, ADR and RevPAR penetration rates of 94.1%, 89.9% and 84.5%, respectively.

■

Brand Affiliation. Prior to closing the borrower executed a 15 year franchise agreement with Doubletree Franchise LLC, which is owned by Hilton Worldwide and expires in 2027. DoubleTree by Hilton is comprised of more than 380 upscale hotels in gateway cities, metropolitan areas and vacation destinations across six continents that are a part of the Hilton HHonors loyalty program. Hilton Worldwide is a leading global hospitality company with a portfolio of eleven global brands comprised of more than 4,200 managed, franchised, owned and leased hotels and timeshare properties with more than 690,000 rooms in 93 countries and territories.

B-89

California, Virginia, Texas, Maryland, North Carolina

Collateral Asset Summary – Loan No. 13

Weber Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$26,500,000

69.2%

1.34x

10.9%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose(1):	Acquisition/Refinance
Sponsor:	Mark Weber
Borrowers:	12 Special Purpose Entities
Original Balance:	$26,500,000
Cut-off Date Balance:	$26,500,000
% by Initial UPB:	2.2%
Interest Rate:	5.6665%
Payment Date:	6th of each month
First Payment Date(2):	December 6, 2014
Maturity Date:	November 6, 2024
Amortization(2):	282 months
Additional Debt(3):	Future Mezzanine Debt Permitted
Call Protection(2)(4):	L(24),YM1(94), O(3)
Lockbox / Cash Management(5):	Soft Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes(6):	$252,723	Springing
Insurance(6):	$47,000	Springing
Replacement:	$0	$3,531
TI/LC:	$0	$9,417
Required Repairs:	$29,388	NAP
Carson I Building(7):	$1,900,000	NAP
Rent Increase(8):	$700,000	$77,778
ADA Compliance:	$17,500	NAP
Occupancy Reserve(9):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$94
Balloon Balance / Sq. Ft.:	$69
Cut-off Date LTV:	69.2%
Balloon LTV:	51.0%
Underwritten NOI DSCR:	1.42x
Underwritten NCF DSCR:	1.34x
Underwritten NOI Debt Yield:	10.9%
Underwritten NCF Debt Yield:	10.3%

Property Information
Single Asset / Portfolio:	Portfolio of 12 properties
Property Type:	Warehouse/Flex Industrial
Collateral:	Fee Simple
Location:	CA, VA, TX, MD, NC
Year Built / Renovated:	1955-2014 / 1984-2014
Total Sq. Ft.:	282,536
Property Management:	Self-managed
Underwritten NOI:	$2,891,986
Underwritten NCF:	$2,736,592
Appraised Value:	$38,270,000
Appraisal Date:	August 2014

Historical NOI
Most Recent NOI:	NAV
2013 NOI:	NAV
2012 NOI:	NAV
2011 NOI:	NAV

Historical Occupancy
Most Recent Occupancy:	100.0% (October 6, 2014)
2013 Occupancy:	100.0% (December 31, 2013)
2012 Occupancy:	100.0% (December 31, 2012)
2011 Occupancy:	100.0% (December 31, 2011)

(1)	Loan proceeds were used to acquire nine properties via sale-leasebacks and refinance three properties.

(2)

The first payment date under the mortgage loan documents will be December 2014. CCRE will remit to the depositor on the closing date a payment in an amount equal to 31 days of interest for the interest accrual period relating to the first distribution date in November 2014 at the related interest rate on the principal balance as of the cut-off date. Such amount will be deposited into the distribution account and will be included in the funds available for the first distribution in November 2014. Call protection has been adjusted to reflect this additional payment being made by CCRE.

(3)	Mezzanine debt is permitted, provided, among other things, (i) the combined LTV is equal to or less than 67.0% and (ii) the combined DSCR is equal to or greater than 1.35x.

(4)

Release of the non-CA properties is prohibited. On any date after April 7, 2015, the borrowers may obtain the release of one of more CA properties provided, among other things, (i) the borrower pays the applicable Release Amount and yield maintenance premium, (ii) combined LTV is less than 56.0%, (iii) the combined DSCR is greater than 1.50x and (iv) the NCF debt yield is at least 11.5% (including any outstanding mezzanine debt). The “Release Amount” means (a) if the release properties are all of the CA properties, an amount equal to the greater of (1) 95.0% of the net sale proceeds and (2) 200% of the Allocated Loan Amount for the properties to be released or (b) if the release properties do not include all of the CA properties, an amount equal to the lesser of (1) 300% of the Allocated Loan Amount for the properties to be released and (2) the lowest amount necessary to result in an LTV for the remaining properties that is no greater than 10%. The “Allocated Loan Amounts” are identified on Annex A-1 to the Free Writing Prospectus.

(5)

A hard lockbox and in place cash management will be triggered upon a Cash Management Period. A “Cash Management Period” will commence upon (i) any event of default, (ii) a bankruptcy action of borrower, principal, guarantor or manager, (iii) failure of the borrower to maintain a DSCR of at least 1.20x at the end of two calendar quarters or (iv) the occurrence of a Lease Trigger Period (as defined below).

(6)	Monthly Tax and Insurance reserve deposits will be required upon a Cash Management Period.

(7)	The borrower deposited $1.9 million into the Carson I Building reserve in connection with the completion of the tenant’s build-out at the 417 & 433 West 164th Street property.

(8)

The borrower deposited $700,000 into a rent increase reserve and will make monthly deposits of $77,778 until the reserve account is equal to $1.4 million. The borrower has the option to use amounts in this reserve to pay the tenant at the CA properties $1.4 million in exchange for an increase of $210,000 in annual base rent through its lease expiration of October 2029.

(9)

All excess cash flow will be swept into an Occupancy reserve upon a Lease Trigger Period. A “Lease Trigger Period” will occur upon the date (i) any tenant fails to renew nine months prior to expiration or before the date specified in its lease, (ii) any tenant fails to continuously operate or subleases any of its spaces, or gives notice of intent to terminate or terminates and/or (iii) any tenant or the guarantor under such lease is the subject of a bankruptcy action. Notwithstanding the foregoing, the Lease Trigger Period will be suspended if the DSCR calculated without such tenant’s rent is greater than or equal to 1.40x.

TRANSACTION HIGHLIGHTS

■

Properties. The Weber Industrial Portfolio property is comprised of twelve, single tenant industrial properties located in California (4), Virginia (3), Texas (2), Maryland (2) and North Carolina (1). The Weber Industrial Portfolio properties are 100.0% occupied by four tenants: TCFI CP, LLC (33.0% of NRA), C.W. Wright Construction Company, Inc. (28.1% of NRA), Utility Fleet Sales, Ltd. (26.4% of NRA), and Coastal Power and Electric, Inc. (12.6% of NRA).

■

Tenancy. TCFI CP, LLC, the tenant at the CA properties, is an aerospace and defense metal processing company with a focus on flight-critical parts. C.W. Wright Construction Company, Inc., the tenant at the VA and MD properties, and Coastal Power and Electric, Inc., the tenant at the NC property, are electric utility construction companies. Utility Fleet Sales, Ltd., the tenant at the TX properties, is a private equipment solutions company that offers utility equipment within the energy sector.

B-90

444 Lafayette Road

St. Paul, MN 55101

Collateral Asset Summary – Loan 14

444 Lafayette Road

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$24,100,000

70.7%

1.87x

12.6%

Mortgage Loan Information
Loan Seller:	UBSRES
Loan Purpose:	Acquisition
Sponsors:	Ladder Capital Finance Holdings LLLP; Sagic Capital LLC
Borrower:	444 Lafayette Park Owner LLC
Original Balance:	$24,100,000
Cut-off Date Balance:	$24,100,000
% by Initial UPB:	2.0%
Interest Rate:	4.7085%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 6, 2024
Amortization:	360 Months
Additional Debt:	None
Call Protection:	L(24), D(92), O(4)
Lockbox / Cash Management(1):	Hard / In Place

Reserves
	Initial	Monthly
Taxes(2):	$106,773	Springing
Insurance(2):	$7,318	Springing
Replacement:	$0	$5,136
TI/LC(2):	$0	Springing
Required Repairs:	$51,868	NAP
Unfunded Obligations:	$510,248	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$85
Balloon Balance / Sq. Ft.:	$69
Cut-off Date LTV:	70.7%
Balloon LTV:	57.6%
Underwritten NOI DSCR:	2.02x
Underwritten NCF DSCR:	1.87x
Underwritten NOI Debt Yield:	12.6%
Underwritten NCF Debt Yield:	11.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral:	Fee Simple
Location:	St. Paul, MN
Year Built / Renovated:	1919 / 2006
Total Sq. Ft.:	282,565
Property Management:	Meritex Enterprises, Inc.
Underwritten NOI:	$3,037,844
Underwritten NCF:	$2,809,392
Appraised Value:	$34,100,000
Appraisal Date:	July 22, 2014

Historical NOI
Most Recent NOI:	$2,810,665 (T-12 June 30, 2014)
2013 NOI:	$2,576,333 (December 31, 2013)
2012 NOI:	$2,954,104 (December 31, 2012)
2011 NOI:	$2,849,082 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	100.0% (June 1, 2014)
2013 Occupancy:	100.0% (December 31, 2013)
2012 Occupancy:	100.0% (December 31, 2012)
2011 Occupancy:	100.0% (December 31, 2011)

(1)

All excess cash flow will be swept into a lender controlled account and held as additional collateral for the 444 Lafayette Road loan during a Cash Sweep Event (as defined below) or a Major Tenant Trigger Event (as defined below) which funds may be applied to capital expenditures or tenant improvement and leasing commissions. A “Cash Sweep Event” occurs upon (i) an event of default, (ii) any bankruptcy action of the borrower, guarantor or property manager, (iii) the DSCR for the trailing 12 month period falling below 1.40x, or (iv) a felony or fraud indictment of the manager or any director or officer of the manager which relates to the borrower. A “Major Tenant Trigger Event” occurs upon (i) the date which a Major Tenant (as defined below) delivers written notice to terminate or not to renew its lease, (ii) the Major Tenant failing to deliver written notice to extend or renew its lease on the date required for such notice of 18 months prior to the expiration of its lease, (iii) any default by a Major Tenant or the guarantor of the Major Tenant’s lease or (iv) any termination of the Major Tenant lease or going dark of the Major Tenant space. A “Major Tenant” is (i) the State of Minnesota, (ii) or any other tenant or replacement tenant which together with its affiliates, leases space comprising 20% or more of (a) the total rentable square footage or (b) the total in-place base rent.

(2)

In the event that the State Lease Escrow Condition (as defined below) is not met, the borrower will be required to deposit monthly escrows for tax, insurance and TI/LC reserves. The “State Lease Escrow Condition” is met if (i) the State Tenant (as defined below) lease is in full force and effect, (ii) no event of default has occurred under the State Tenant lease, (iii) neither the State Tenant nor any guarantor is subject to any bankruptcy action, and (iv) the State of Minnesota pays all applicable taxes and other assessments and maintains insurance in a timely manner. The “State Tenant” shall mean the State of Minnesota, Department of Administration, acting for the benefit of the Department of Human Services.

TRANSACTION HIGHLIGHTS

■

Tenancy. The 444 Lafayette Road property is 99.2% leased to the State of Minnesota, Department of Administration, acting for the benefit of the Department of Human Services (“DHS”) (Moody’s/S&P: Aa1/AA+), an investment-grade government tenant with the remaining 0.8% occupied by Signature Dining, a cafeteria provided by the borrower for the use of DHS. The property was originally constructed in 1919 as an urban warehouse and was converted in the 1980’s for DHS, which has been in occupancy at the property since conversion. The original lease has been renewed and extended through December, 2021. DHS is the state’s largest agency, comprising 32% of state spending and has approximately 6,700 full-time employees, approximately 950 of which work at the 444 Lafayette Road property.

■

Location. The 444 Lafayette Road property is part of a four-building campus, Lafayette Park, totaling 677,514 sq. ft., which is 100.0% occupied by several State of Minnesota agencies. Lafayette Park is situated within a government campus that includes the headquarters of the Minnesota Departments of Natural Resources, Labor and Industry, and the Pollution Control Agency. Furthermore, the 444 Lafayette Road property is located eight blocks from the Minnesota State Capitol building.

■

Property Quality and Amenities. As part of a $14.0 million renovation in 2006, the 444 Lafayette Road property underwent complete gutting and redoing of the entire building, including fresh air ventilation enhancements, new air handling units and chilled water system, new heat pumps, fire protection system, electrical system upgrades, new exterior standby generator, new lighting, telecommunication system upgrades and restroom renovations. Amenities at the property include a cafeteria, fitness center, state of the art conference rooms and computer training facilities, shuttle bus service and ample parking.

■

Sponsorship. Ladder Capital Finance Holdings LLLP is an affiliate of Ladder Capital Corp (“Ladder Capital”). Ladder Capital, founded in 2008, is a commercial real estate finance company that originates and invests in a diverse portfolio of commercial real estate and related assets. As of December 31, 2013, Ladder Capital had total assets of approximately $3.5 billion, which includes $979.6 million of commercial real estate loans, $1.7 billion of commercial real estate-related securities and a real estate portfolio of $624 million. Sagic Capital LLC is a commercial real estate company focused on debt and equity investments in institutional quality assets in core markets. The sponsor is related to the borrowers under the mortgage loans identified on Annex A-1 to the free writing prospectus as 520 Lafayette Road, 500 Lafayette Road and 443 Lafayette Road, which have Cut-off Date Balances of $10,180,000, $9,870,000 and $5,955,000 respectively.

B-91

Florida

Collateral Asset Summary – Loan No. 15

ART Florida MF Portfolio IV

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$21,400,000

65.4%

1.49x

10.2%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Arbor Realty SR, Inc.
Borrowers:	Jefferson Way Apartments, LLC; Oak Ridge Apartments, LLC; Old Archer Court Apartments, LLC; Shadow Ridge Apartments, LLC; Indian Ridge Apartments, LLC; Indian Ridge Apartments II, LLC; Pines Whisper, LLC; CRC, L.L.C.; Sanford Court Investors, LLC; Empirian Driftwood LLC
Original Balance:	$21,400,000
Cut-off Date Balance:	$21,400,000
% by Initial UPB:	1.8%
Interest Rate:	4.6410%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 6, 2024
Amortization:	Interest only for first 36 months; 360 months thereafter
Additional Debt:	None
Call Protection(1):	L(24), D(92), O(4)
Lockbox / Cash Management(2):	Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$86,000	$10,750
Insurance:	$117,268	$10,661
Replacement:	$0	$16,927
Required Repairs(3):	$626,380	NAP

Financial Information
Cut-off Date Balance / Unit:	$34,240
Balloon Balance / Unit:	$30,070
Cut-off Date LTV:	65.4%
Balloon LTV:	57.4%
Underwritten NOI DSCR(4):	1.64x
Underwritten NCF DSCR(4):	1.49x
Underwritten NOI Debt Yield:	10.2%
Underwritten NCF Debt Yield:	9.2%

Property Information
Single Asset / Portfolio:	Portfolio of 8 properties
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Florida
Year Built / Renovated:	1977-1987 / 2011-2014
Total Units:	625
Property Management:	Elon Property Management Company, L.L.C.
Underwritten NOI:	$2,174,752
Underwritten NCF:	$1,972,227
Appraised Value:	$32,740,000
Appraisal Date:	August and September, 2014

Historical NOI
Most Recent NOI:	$2,033,142 (T-12 June 30, 2014)
2013 NOI:	$1,752,589 (December 21, 2013)
2012 NOI:	NAV
2011 NOI:	NAV

Historical Occupancy
Most Recent Occupancy:	90.2% (August 2014)
2013 Occupancy:	87.3% (December 31, 2013)
2012 Occupancy:	80.9% (December 31, 2012)
2011 Occupancy:	NAV

(1)

On any date after the lockout period ends, the borrowers may obtain the release of an individual property by partially defeasing the mortgage loan by an amount equal to the greater of (i) 115% of the Allocated Loan Amount and (ii) an amount such that (1) the LTV immediately following the release is no greater than 75.0% and (2) the NOI DSCR immediately following the release is greater than or equal to 1.30x. Notwithstanding the foregoing, in no event will any individual property be released prior to the release of the Driftwood property and the Old Archer Court property. The “Allocated Loan Amounts” are identified on Annex A-1 to the Free Writing Prospectus.

(2)	A soft lockbox is in place at closing; cash management and an excess cash flow sweep will be triggered upon (i) any event of default or (ii) failure of the borrower to maintain a DSCR of at least 1.10x at the end of one calendar quarter.

(3)	The lender reserved 115.0% of the engineer’s estimated required repairs, which includes asphalt paving, landscaping, asphalt shingle roofing and other miscellaneous repairs.

(4)	Based on amortizing debt service payments. Based on the current interest-only payments, Underwritten NOI DSCR and Underwritten NCF DSCR are 2.16x and 1.96x.

TRANSACTION HIGHLIGHTS

■

Properties. The ART Florida MF Portfolio IV properties are comprised of eight single-story garden style apartment communities, containing 625 units. The properties are located in Fort Pierce, Sanford, Tallahassee, Gainesville, Clermont, Atlantic Beach and Orange Park, Florida. The ART Florida MF Portfolio IV properties have increased in occupancy since acquisition by Arbor Realty SR, Inc. from 80.9% in 2012 to 90.2% as of August, 2014.

■	Market. As of Q4 2013, the respective multifamily submarkets reported vacancy rates ranging from 2.7% to 10.8%, in line with the ART Florida MF Portfolio IV vacancy of 9.8%.

■	Sponsorship. Arbor Realty SR, Inc., a subsidiary of Arbor Realty Trust, Inc. (“Arbor”) (NYSE:ABR), acquired the portfolio in 2011. Arbor is a REIT that invests in a diversified portfolio of multifamily and commercial real estate-related bridge and mezzanine loans and preferred equity.

B-92

300 Main Street

Nashua, NH 03060

Collateral Asset Summary – Loan 16

Main Street Marketplace

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$19,000,000

62.3%

1.41x

9.7%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	John R. Roberts
Borrower:	300 Main Street Realty, LLC
Original Balance:	$19,000,000
Cut-off Date Balance:	$19,000,000
% by Initial UPB:	1.6%
Interest Rate:	4.5700%
Payment Date:	6th of each month
First Payment Date:	September 6, 2014
Maturity Date:	August 6, 2024
Amortization:	Interest only for first 18 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(26), D(90), O(4)
Lockbox / Cash Management(1):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$99,768	$49,884
Insurance:	$36,057	$6,492
Replacement:	$525,000	$4,493
TI/LC(2):	$853,508	Springing
Required Repairs:	$26,375	NAP
Ocean State Rent(3):	$74,106	NAP
Lease Sweep(4):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$70
Balloon Balance / Sq. Ft.:	$60
Cut-off Date LTV:	62.3%
Balloon LTV:	52.6%
Underwritten NOI DSCR(5):	1.59x
Underwritten NCF DSCR(5):	1.41x
Underwritten NOI Debt Yield:	9.7%
Underwritten NCF Debt Yield:	8.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Nashua, NH
Year Built / Renovated:	1960 – 1968 / 2008
Total Sq. Ft.:	269,584
Property Management:	Roberts Realty Group, LLC
Underwritten NOI:	$1,849,791
Underwritten NCF:	$1,644,100
Appraised Value:	$30,500,000
Appraisal Date:	August 1, 2014

Historical NOI
Most Recent NOI:	$1,784,984 (December 31, 2013)
2012 NOI:	$1,625,960 (December 31, 2012)
2011 NOI:	$2,050,753 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	81.8% (May 16, 2014)
2013 Occupancy:	NAV
2012 Occupancy:	NAV
2011 Occupancy:	NAV

(1)	Cash management will be triggered (i) upon an event of default, (ii) if the DSCR falls below 1.20x until such time that the DSCR is at least 1.25x for two consecutive calendar quarters, or (iii) the commencement of a Lease Sweep Period (as defined herein).

(2)	TI/LC reserves are subject to a cap of $400,000. If the TI/LC Reserve falls below the cap, the borrower is required to deposit a monthly payment of $12,648.

(3)	The borrower deposited $74,106 into the Ocean State Rent reserve in anticipation of Ocean State opening for business. The reserve was disbursed upon the receipt of a current tenant estoppel certificate from Ocean State.

(4)

A “Lease Sweep Period” will commence upon (i) twelve months prior to the expiration of the Shaw’s lease or upon the date Shaw’s is required to give notice of its exercise of a renewal option, (ii) the date the Shaw’s lease is surrendered, cancelled, or terminated prior to its then current expiration date, (iii) the date Shaw’s discontinues its business, (iv) upon a default of the Shaw’s lease or (v) the occurrence of a lease sweep tenant party insolvency proceeding.

(5)	Based on amortizing debt service payments. Based on current interest only payments, the Underwritten NOI DSCR and the Underwritten NCF DSCR are 2.10x and 1.87x, respectively.

TRANSACTION HIGHLIGHTS

■

Collateral. The Main Street Marketplace property is a 269,584 sq. ft. community shopping center anchored by Shaw’s, an American grocery store chain based in West Bridgewater, Massachusetts that operates approximately 137 stores in Maine, New Hampshire, Rhode Island and Vermont. Additionally, Shaw’s has a 51% ownership interest in the borrower. The property was originally constructed between 1960 and 1968 and was renovated in 2008. The property is 81.8% leased to 25 tenants as of May 16, 2014.

■

Sponsorship. John R. Roberts, founder of Roberts Realty Group, LLC, has over 35 years of operations experience in the retail and real estate business. Prior to founding Roberts Realty Group, LLC, Mr. Roberts held executive positions in a real estate capacity at The Home Depot, BJ’s Wholesale Club and AMB Property Corporation. Roberts Realty Group, LLC owns and manages shopping centers across the country.

■

Location. The city of Nashua, New Hampshire is the second largest city in the state and a primary retail trade area with over six million sq. ft. of retail space. The Main Street Marketplace property is located near downtown Nashua on Main Street in a densely-developed area that includes commercial and residential improvements along Main Street and residential neighborhoods in all directions. The Main Street Marketplace property is also in close proximity to Route 3 which provides access to both Manchester, New Hampshire and Boston, Massachusetts.

B-93

5301 Central Avenue Northeast and
300 San Mateo Boulevard Northeast

Albuquerque, NM 87108

Collateral Asset Summary – Loan 17

Two Park Central

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$18,450,000

75.0%

1.75x

12.2%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	ICO Group
Borrowers:	ICO Central San Mateo, LLC; Watchlist Capital, LLC
Original Balance:	$18,450,000
Cut-off Date Balance:	$18,450,000
% by Initial UPB:	1.6%
Interest Rate:	4.4900%
Payment Date:	6th of each month
First Payment Date:	November 6, 2014
Maturity Date:	October 6, 2024
Amortization:	360 months
Additional Debt(1):	Future Mezzanine Debt Permitted
Call Protection:	L(24), D(92), O(4)
Lockbox / Cash Management:	Hard / In Place

Reserves
	Initial	Monthly
Taxes:	$116,323	$19,387
Insurance(2):	$0	Springing
Replacement:	$0	$5,443
TI/LC:	$870,000	$18,508
Lease Sweep(3):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$71
Balloon Balance / Sq. Ft.:	$57
Cut-off Date LTV:	75.0%
Balloon LTV:	60.6%
Underwritten NOI DSCR:	2.01x
Underwritten NCF DSCR:	1.75x
Underwritten NOI Debt Yield:	12.2%
Underwritten NCF Debt Yield:	10.6%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Suburban Office
Collateral:	Fee Simple
Location:	Albuquerque, NM
Year Built / Renovated:	1960, 1975 / 1994, 2006
Total Sq. Ft.:	261,284
Property Management:	Lotus Office Management, LLC
Underwritten NOI:	$2,249,623
Underwritten NCF:	$1,962,508
Appraised Value:	$24,600,000
Appraisal Date:	May 14, 2014

Historical NOI
Most Recent NOI:	$2,379,951 (T-12 June 30, 2014)
2013 NOI:	$2,077,401 (December 31, 2013)
2012 NOI:	$2,027,813 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	93.3% (July 25, 2014)
2013 Occupancy:	99.0% (December 31, 2013)
2012 Occupancy:	94.9% (December 31, 2012)

(1)	Mezzanine debt is permitted provided, among other things, the principal amount when combined with the mortgage loan will result in (i) an LTV of no more than 75.0%, (ii) a DSCR of no less than 1.30x and (iii) a debt yield of no less than 9.0%.

(2)	The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.

(3)

On each monthly payment date during a Lease Sweep Period (defined herein), all excess cash flow will be deposited into the Lease Sweep Funds. A “Lease Sweep Period” will commence upon (i) twelve months prior to the expiration of the Youth and Families Department Lease, Taxation and Revenue Department Lease, a Department of Health Lease or any replacement tenant(s) of such leases, each a “Lease Sweep Tenant Lease”, (ii) the date a Lease Sweep Tenant Lease is required to give notice of its exercise of a renewal option, (iii) the date a Lease Sweep Tenant Lease is surrendered, cancelled, or terminated prior to its then current expiration date, (iv) the date that any Lease Sweep Tenant Lease discontinues its business or notice is given that state funding for rent is unavailable, (v) upon a default under a Lease Sweep Tenant Lease or (vi) the occurrence of a bankruptcy or other insolvency proceeding by a Lease Sweep Tenant Lease.

TRANSACTION HIGHLIGHTS

■

Tenancy. The Two Park Central property was 93.3% occupied as of July 25, 2014 by 19 tenants, with investment grade tenants occupying approximately 92.5% of the NRA. The State of New Mexico (rated NR/NR/AA+ by Fitch/Moody’s/S&P) leases space for several different government agencies at the property and currently occupies approximately 89.8% of the NRA. Two major government agency tenants, the Department of Health, Children, Youth and Families Department, and the Department of Taxation and Revenue, expanded their space at the property in the last year. Since 2008, the property has maintained occupancy of at least 88.6%.

■

Location. The property is located in the Albuquerque metropolitan statistical area, the financial and industrial center of the state of New Mexico. Albuquerque is consistently ranked as one of Forbes’ Best Cities for Business, and serves as the regional headquarters for a number of major corporations, including SCHOTT Solar, Fidelity Investments, Fraunhofer, Intel, Emcore, General Mills, and Tempur-Pedic. The Two Park Central property is located at the intersection of San Mateo Boulevard Northeast and Central Avenue Northeast which is one of the most heavily trafficked corners in the entire city and is easily accessed via public transportation and nearby regional highways U.S. Highway 25 and U.S. Highway 40. The property is also within five miles of the Albuquerque International Sunport Airport and the Albuquerque Central Business District.

■

Sponsorship. ICO Group, founded in 1994 by Managing Partner Alexander Moradi, is a real estate development and management company headquartered in Los Angeles, California. The company currently owns a portfolio containing over 4.0 million sq. ft. of commercial, retail and industrial properties in Southern California, Nevada and Missouri and over 700 apartments homes in Los Angeles and Denver. The portfolio has a 98% occupancy rate across its commercial properties.

B-94

1101 Fifth Avenue

San Rafael, CA 94901

Collateral Asset Summary – Loan No. 18

1101 Fifth Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$18,000,000

56.8%

2.04x

9.5%

Mortgage Loan Information
Loan Seller:	Natixis
Loan Purpose:	Refinance
Sponsors:	Jonathan Parker; Thomas M. Monahan
Borrower:	1101 Fifth Avenue, LLC
Original Balance:	$18,000,000
Cut-off Date Balance:	$18,000,000
% by Initial UPB:	1.5%
Interest Rate:	4.3610%
Payment Date:	5th of each month
First Payment Date:	November 5, 2014
Maturity Date:	October 5, 2024
Amortization:	Interest Only
Additional Debt:	None
Call Protection:	L(24), D(93), O(3)
Lockbox / Cash Management(1):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$52,681	$21,072
Insurance:	$2,258	$1,769
Replacement:	$0	$968
TI/LC(2):	$0	$6,452
Required Repairs:	$18,542	NAP
Outstanding TI/LC Obligation - HomeStreet Bank(3):	$129,223	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$232
Balloon Balance / Sq. Ft.:	$232
Cut-off Date LTV:	56.8%
Balloon LTV:	56.8%
Underwritten NOI DSCR:	2.16x
Underwritten NCF DSCR:	2.04x
Underwritten NOI Debt Yield:	9.5%
Underwritten NCF Debt Yield:	9.0%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral:	Fee Simple
Location:	San Rafael, CA
Year Built / Renovated:	1998 / NAP
Total Sq. Ft.:	77,425
Property Management:	Monahan Parker, Inc.
Underwritten NOI:	$1,715,649
Underwritten NCF:	$1,626,610
Appraised Value:	$31,700,000
Appraisal Date:	July 14, 2014

Historical NOI
Most Recent NOI:	$1,399,530 (T-12 June 30, 2014)
2013 NOI:	$1,632,816 (December 31, 2013)
2012 NOI:	$1,839,544 (December 31, 2012)
2011 NOI:	$1,761,240 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy(3):	85.0% (September 11, 2014)
2013 Occupancy:	86.0% (December 31, 2013)
2012 Occupancy:	94.0% (December 31, 2012)
2011 Occupancy:	94.0% (December 31, 2011)

(1)	Cash management will be triggered upon (i) an event of default or (ii) the failure by the borrower, after the end of a calendar quarter, to maintain a DSCR of at least 1.10x.

(2)	TI/LC reserve is subject to a cap of $309,700.

(3)

The 1101 Fifth Avenue property is 80.9% occupied and 85.0% leased as of September 11, 2014. HomeStreet Bank signed a lease for 3,211 sq. ft. or 4.1% of the net rentable area in August 2014. HomeStreet Bank is expected to take occupancy in January 2015. Natixis reserved $129,223 for outstanding TI/LC obligations related to the HomeStreet Bank lease.

TRANSACTION HIGHLIGHTS

■

Location. The 1101 Fifth Avenue property is located in San Rafael, CA, the largest city in Marin County. San Rafael is a primary commercial district in the county. As of April 2014, Marin County had an unemployment rate of 3.9%, the lowest in the state, and lower than San Francisco at 4.4% and significantly lower than the state of California at 7.8%. The property is in downtown San Rafael, which lies immediately north of San Francisco across the Golden Gate Bridge, the property is in close proximity to Highway 101, the main north to south artery in Marin County, extending northwest from the Golden Gate Bridge to the Sonoma County line. The property is also close to the future Sonoma-Marin Area Rail Transit (“SMART”) line. SMART is a voter-approved passenger rail and bicycle-pedestrian pathway project located in Marin and Sonoma counties. When complete, it will serve a 70-mile corridor from Larkspur to Cloverdale, with the first phase opening a 43-mile segment from Downtown San Rafael to Santa Rosa in late 2016. More than 75% of commuters in the North Bay currently travel either within or between the two counties to get to work. The train is planned to run in both directions every 30 minutes during peak commute hours, with mid-day train and weekend service. With enhanced transportation options, San Rafael expects to be able to attract more businesses to the area.

■	Strong Submarket. The property is a Class A office located in the San Rafael/Larkspur office submarket, the second largest submarket in the Marin/Sonoma office market and the second highest average rents in the market at $31.10 per sq. ft. as of Q1 2014.

■	Amenities. The property benefits from both above and below ground parking as an amenity for its tenants.

■

Experienced Management/Sponsorship. The sponsors are the original developers of the 1101 Fifth Avenue property and have owned and managed the property since 1998. Monahan Parker, Inc is a San Francisco-based real estate investment and development company with more than 30 years of experience and one of the largest private land ownehrs in the San Rafael submarket. The sponsor is related to the borrower under the mortgage loans identified on Annex A-1 to the free writing prospectus as 315 Pacific Avenue, which has a Cut-off Date Balances of $4,000,000.

B-95

305-325 Garrisonville Road

Stafford, VA 22554

Collateral Asset Summary – Loan 19

Brafferton Shopping Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$17,200,000

73.2%

1.82x

11.5%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsors:	Eron Sodie; Isaac Pretter
Borrower:	Brafferton Owner LLC
Original Balance:	$17,200,000
Cut-off Date Balance:	$17,200,000
% by Initial UPB:	1.5%
Interest Rate:	4.2150%
Payment Date:	6th of each month
First Payment Date:	October 6, 2014
Maturity Date:	September 6, 2024
Amortization:	Interest only for first 48 months; 360 months thereafter
Additional Debt(1):	Future Mezzanine Debt Permitted
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management:	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$57,838	$14,460
Insurance(2):	$0	Springing
Replacement(3):	$0	$1,184
TI/LC(4):	$55,000	$5,887
Reduced Rent(5):	$19,837	NAP
Lease Sweep(6):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$183
Balloon Balance / Sq. Ft.:	$163
Cut-off Date LTV:	73.2%
Balloon LTV:	65.2%
Underwritten NOI DSCR(7):	1.95x
Underwritten NCF DSCR(7):	1.82x
Underwritten NOI Debt Yield:	11.5%
Underwritten NCF Debt Yield:	10.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Stafford, VA
Year Built / Renovated:	1979 / 1997, 2009
Total Sq. Ft.:	94,142
Property Management:	Mosaic Realty Partners LLC
Underwritten NOI:	$1,970,083
Underwritten NCF:	$1,840,675
Appraised Value:	$23,500,000
Appraisal Date:	July 25, 2014

Historical NOI
2013 NOI:	$1,868,391 (December 31, 2013)
2012 NOI:	$1,963,534 (December 31, 2012)
2011 NOI:	$1,652,336 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	97.9% (August 19, 2014)
2013 Occupancy:	97.3% (December 31, 2013)
2012 Occupancy:	96.6% (December 31, 2012)
2011 Occupancy:	95.7% (December 31, 2011)

(1)	Mezzanine debt is permitted provided, among other things, the principal amount when combined with the mortgage loan will result in (i) an LTV of no more than 70.0%, (ii) a DSCR of no less than 1.81x and (iii) a debt yield of no less than 10.62%.

(2)	The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.

(3)	Replacement reserves are subject to a cap of $42,629.

(4)	TI/LC reserves are subject to a cap of $211,932.

(5)	Advance America has rent abatement through July 1, 2015. At closing, the borrower reserved approximately one half of this rent as a Reduced Rent reserve. The Underwritten NCF assumes only the reserved rent is received.

(6)

On each monthly payment date during a Lease Sweep Period, all excess cash flow will be deposited into the Lease Sweep Funds reserve. A “Lease Sweep Period” will commence upon (i) twelve months prior to the expiration of the Sport & Health Clubs lease or any replacement tenant(s) of such leases, (ii) the date the Sport & Health Clubs is required to give notice of its exercise of a renewal option, (iii) the date the Sport & Health Clubs lease is surrendered, cancelled, or terminated prior to its then current expiration date, (iv) the date that the Sport & Health Clubs discontinues its business, (v) upon a default under the Sport & Health Clubs lease or (vi) the occurrence of a bankruptcy or other insolvency proceeding by the Sport & Health Clubs.

(7)	Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.68x and 2.50x, respectively.

TRANSACTION HIGHLIGHTS

Collateral. The Brafferton Shopping Center property is a 94,142 sq. ft. community shopping center that includes major tenants Sport & Health Clubs and Escape Salon & Day Spa, along with national tenants Sweet Frog Chantilly, H&R Block, Avis Rent A Car, AT&T Wireless and Dunkin Donuts/Baskin Robbins. The property is shadow anchored by a collection of destination retailers including Home Depot, Walmart Supercenter, Aldi, Lowe’s, Target and TJ Maxx. The property was originally constructed in 1979 and was renovated in 1997 and then again in 2009. The property is 97.9% leased to 23 tenants as of August 19, 2014.

Sponsorship. In 2012, the sponsors founded Mosaic Realty Partners, a private real estate investment firm that focuses on investing in office, retail and industrial real estate in the Mid-Atlantic. Eron Sodie and Isaac Pretter have a combined 30 years’ investment experience and have directed in excess of $5 billion into Mid-Atlantic real estate investments. The sponsors have a combined 30 years’ investment experience and have directed in excess of $5 billion into Mid-Atlantic real estate investments.

Location. The Brafferton Shopping Center property is strategically located right off Interstate 95. The property benefits from its access from multiple signalized entrances along Route 610 and has six points of ingress/egress. In addition, it has access to over 44,000 vehicles that pass the shopping center daily. The property also benefits from over 700 square feet of frontage along Route 610, and is positioned in Stafford’s primary retail corridor and on the same street as retailers Target, Lowe’s, and a 65,000 square foot Giant grocery store.

B-96

1001 Southwest 2nd Avenue

Miami, FL 33130

Collateral Asset Summary – Loan 20

Aloft Hotel Brickell

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$17,000,000

50.0%

3.28x

18.0%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsors:	Francisco Arocha; Pedro F. Villar
Borrower:	Mary Brickell Village Hotel, LLC
Original Balance:	$17,000,000
Cut-off Date Balance:	$17,000,000
% by Initial UPB:	1.4%
Interest Rate:	4.8600%
Payment Date:	6th of each month
First Payment Date:	September 6, 2014
Maturity Date:	August 6, 2024
Amortization:	Interest only
Additional Debt(1):	None
Call Protection:	L(36), YM2(80), O(4)
Lockbox / Cash Management(2):	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$199,333	$39,867
Insurance(3):	$0	Springing
Replacement:	$0	4.0% of the rents for the prior month
PIP Reserve(4):	$0	Springing

Financial Information
Cut-off Date Balance / Room:	$106,250
Balloon Balance / Room:	$106,250
Cut-off Date LTV:	50.0%
Balloon LTV:	50.0%
Underwritten NOI DSCR:	3.65x
Underwritten NCF DSCR:	3.28x
Underwritten NOI Debt Yield:	18.0%
Underwritten NCF Debt Yield:	16.1%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Limited Service Hospitality
Collateral:	Fee Simple
Location:	Miami, FL
Year Built / Renovated:	2013 / NAP
Total Rooms:	160
Property Management:	Mary Brickell Management, LLC
Underwritten NOI:	$3,056,366
Underwritten NCF:	$2,743,988
Appraised Value:	$34,000,000
Appraisal Date:	May 19, 2014

Historical NOI
Most Recent NOI:	$2,533,497 (T-12 August 31, 2014)
2013 NOI:	NAP
2012 NOI:	NAP

Historical Occupancy
Most Recent Occupancy:	67.3% (August 31, 2014)
2013 Occupancy:	NAP
2012 Occupancy:	NAP

(1)

The borrower is obligated to the hotel franchisor under a key money note (the “Key Note”) in an original amount of $850,000. The Key Note principal amortizes in equal monthly installments without payment over 20 years, without interest. Upon an event of default, the Key Note accrues interest at 18% and the franchisor may accelerate the debt. If the hotel franchise agreement is terminated before June 1, 2033, the borrower is obligated pay an amount equal to $850,000 multiplied by a fraction generally based on the remaining months until June 1, 2033, plus any accrued interest. If the hotel franchise agreement is optionally terminated on June 1, 2023, the borrower is obligated to pay $425,000. The lender is required to assume any obligations under the Key Note if it forecloses on the property and enters into a new franchise agreement, provided the lender will not be obligated to pay $425,000 if franchisor terminates on June 1, 2023. See “Risk Factors – Risks Related to the Mortgage Loans – Other Financing” in the free writing prospectus.

(2)	Cash management will be triggered (i) upon an event of default, (ii) if the DSCR falls below 1.30x until such time that the DSCR is at least 1.40x for two consecutive calendar quarters, or (iii) during a Franchise Trigger Period (as defined below).

(3)	The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.

(4)

On each month during a Franchise Trigger Period, the borrower is required to deposit all excess cash into the PIP Reserve. “Franchise Trigger Period” means the date which is the earlier of (i) 12 months prior to the expiration of the franchise agreement, (ii) receipt or delivery of any termination notice, or (iii) borrower’s notification to the lender of the borrower’s replacement of the franchise agreement.

TRANSACTION HIGHLIGHTS

Property Location. The Aloft Hotel Brickell property is located in the Brickell district of Downtown Miami, Florida. The Miami-Hialeah market is ranked among the top 25 US hotel markets and has experienced significant growth in recent years. As of July 2014, RevPAR increased by 6.9%, ADR increased 5.9%, and occupancy grew 1.0% from the past year. The Brickell district is known as the financial center of Downtown Miami and is comprised of high density office space, residential, and hotel developments. The Brickell district office space is primarily occupied by financial services and is home to over 122 banks and financial institutions.

Sponsorship. Francisco Arocha is the founder of HED Group and a professional real estate investor with a multifaceted portfolio that includes multi-purpose buildings, condos and homes. Pedro F. Villar is the principal of Sunview Group and Bluemoon Development which are Florida real estate development and construction companies. Francisco Arocha and Pedro F. Villar recently formed the ARVI Group, a real estate construction and development company focused in South Florida.

Aloft Brand. The Aloft Hotel brand is Starwood Hotels & Resorts’ contemporary, boutique platform that launched in 2008 and now consists of more than 80 hotels across 14 countries. The Aloft Hotel platform expects to open its 60th hotel in North America in 2014 and expects to grow by more than 50% over the next few years, fueled by growth in North America, China and India.

B-97

G-4-4

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:

●

one or more multifamily or commercial mortgage loans of various types,

●

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 September 3, 2014

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		10
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		10
The Trust Fund’s Assets May Be Insufficient To Allow For Payment In Full On Your Certificates		11
Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses		11
Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans which May Be Highly Unpredictable		12
Prepayments May Reduce The Average Life or the Yield of Your Certificates		13
Taxes on Foreclosure Property Will Reduce Amounts Available to Make Payments on the Offered Certificates		14
Ratings Do Not Guaranty Payment		15
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		15
Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates		16
The Borrower’s Form of Entity May Not Prevent the Borrower’s Bankruptcy		25
Risks Related to Terrorist Attacks and Military Conflict		26
Some Certificates May Not Be Appropriate for ERISA Plans		27
Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates		27
Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences		27
Certain Federal Tax Considerations Regarding Original Issue Discount		28
Bankruptcy Proceedings Entail Certain Risks		28
Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment		29
Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool		29
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		30
THE SPONSOR		30
OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS		31
THE DEPOSITOR		31
DESCRIPTION OF THE TRUST FUNDS		31
General		31
Mortgage Loans		33
MBS		38
Certificate Accounts		39
Credit Support		39
Cash Flow Agreements		40
YIELD AND MATURITY CONSIDERATIONS		40
General		40
Pass-Through Rate		41
Payment Delays		41
Certain Shortfalls in Collections of Interest		41
Yield and Prepayment Considerations		41
Weighted Average Life and Maturity		43
Controlled Amortization Classes and Companion Classes		44
Other Factors Affecting Yield, Weighted Average Life and Maturity		44
DESCRIPTION OF THE CERTIFICATES		46
General		46
Distributions		47
Distributions of Interest on the Certificates		47
Distributions of Principal of the Certificates		49

iii

Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations		50
Allocation of Losses and Shortfalls		50
Advances		50
Reports to Certificateholders		51
Voting Rights		52
Termination		52
Book-Entry Registration and Definitive Certificates		53
Depositable and Exchangeable Certificates		54
DESCRIPTION OF THE POOLING AGREEMENTS		57
General		57
Assignment of Mortgage Loans; Repurchases		57
Representations and Warranties; Repurchases		59
Collection and Other Servicing Procedures		60
Primary Servicers and Sub-Servicers		61
Certificate Account		62
Modifications, Waivers and Amendments of Mortgage Loans		64
Realization upon Defaulted Mortgage Loans		65
Hazard Insurance Policies		66
Due-on-Sale and Due-on-Encumbrance Provisions		67
Servicing Compensation and Payment of Expenses		67
Evidence as to Compliance		68
Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor		68
Termination Events		70
Rights upon Termination Event		70
Amendment		71
List of Certificateholders		72
The Trustee		72
Duties of the Trustee		72
Certain Matters Regarding the Trustee		73
Resignation and Removal of the Trustee		73
Additional Parties to the Agreements		73
DESCRIPTION OF CREDIT SUPPORT		74
General		74
Subordinate Certificates		74
Cross-Support Provisions		75
Overcollateralization		75
Letter of Credit		75
Insurance or Guarantees with Respect to Mortgage Loans		75
Certificate Insurance and Surety Bonds		75
Reserve Funds		76
Credit Support with Respect to MBS		76
CASH FLOW AND DERIVATIVES AGREEMENTS		76
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS		76
General		77
Types of Mortgage Instruments		77
Leases and Rents		77
Personalty		78
Foreclosure		78
Bankruptcy Laws		81
Environmental Considerations		86
Due-on-Sale and Due-on-Encumbrance Provisions		88
Junior Liens; Rights of Holders of Senior Liens		88
Subordinate Financing		88
Default Interest and Limitations on Prepayments		88

Applicability of Usury Laws		88
Certain Laws and Regulations		89
Americans with Disabilities Act		89
Servicemembers Civil Relief Act		89
Anti-Money Laundering, Economic Sanctions and Bribery		90
Potential Forfeiture of Assets		90
CERTAIN FEDERAL INCOME TAX CONSEQUENCES		90
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
3.8% Medicare Tax on “Net Investment Income”		120
Taxation of Classes of Exchangeable Certificates		120
STATE, LOCAL AND OTHER TAX CONSEQUENCES		121
CERTAIN ERISA CONSIDERATIONS		122
General		122
Plan Asset Regulations		122
Prohibited Transaction Exemptions		123
Tax Exempt Investors		126
LEGAL INVESTMENT		126
USE OF PROCEEDS		127
METHOD OF DISTRIBUTION		127
LEGAL MATTERS		128
FINANCIAL INFORMATION		129
RATING		129
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:

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

			● 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 one or more 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.

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:

●

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:

●

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,

●

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,

●

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

●

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,

●

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

●

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:

●

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

●

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:

●

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

●

to a disproportionately large share of such prepayments, or

●

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:

●

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,

●

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, and

●

any rental income attributable to personal property leased in connection with a lease of real property, if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year.

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. In addition, certain of the mortgage loans may have amortization schedules that are significantly longer than their respective terms, and certain of the mortgage loans may require only payments of interest for part or all of their respective terms. A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date or anticipated repayment date of the mortgage loan, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all. That higher principal amount outstanding could

both (i) make it more difficult for the related borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date and (ii) lead to increased losses for the related issuing entity either during the loan term or at maturity or such anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan.

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

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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

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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

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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

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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

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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;

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the amortization term; and

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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

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 one or more letters of credit, issued by a 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.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”). Any of the depositor, the issuing entity, the underwriters, the master servicer, the special servicer, the trustee or the certificate administrator could be requested or required to obtain certain assurances from prospective investors intending to purchase Certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. It is the policy of the depositor, the issuing entity, the underwriters, the master servicer, the special servicer, the trustee and the certificate administrator to comply with Requirements to which they are or may become subject and to interpret such Requirements broadly in favor of disclosure. Failure to honor any request by the depositor, the issuing entity, the underwriters, the master servicer, the special servicer, the trustee or the certificate administrator to provide requested information or take such other actions as may be necessary or advisable for the depositor, the issuing entity, the underwriters, the master servicer, the special servicer, the trustee or the certificate administrator to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s certificates. In addition, each of the depositor, the issuing entity, the underwriters, the master servicer, the special servicer, the trustee and the certificate administrator intends to comply with the U.S. Bank Secrecy Act, U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection therewith.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (a) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

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:

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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

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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:

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in exchange for any qualified mortgage within a three-month period thereafter; or

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in exchange for a “defective obligation” within a two-year period thereafter.

A “defective obligation” includes:

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a mortgage in default or as to which default is reasonably foreseeable;

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a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached;

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a mortgage that was fraudulently procured by the mortgagor; and

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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:

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one or more classes of regular interests; or

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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:

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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

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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:

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the yield to maturity of the Regular Certificate at the issue date;

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events (including actual prepayments) that have occurred prior to the end of the accrual period; and

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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:

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the issue price does not exceed the original principal balance by more than a specified amount; and

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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):

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is exceeded by the then-current principal amount of the Regular Certificate; or

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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:

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on the basis of a constant interest rate; or

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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:

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“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

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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 a holder makes the election with respect to a premium bond, then the holder is deemed to make the election to amortize premium for all the premium bonds it holds at the beginning of the taxable year and all premium bonds it acquires thereafter. If a holder makes the election with respect to a market discount bond, then it is deemed to make the election to accrue market discount for all the market discount bonds it acquires at the beginning of the taxable year and all market discount bonds it acquires thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making 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:

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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;

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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

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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 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

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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:

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the limitations on deductibility of investment interest expense and expenses for the production of income do not apply;

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all bad loans will be deductible as business bad debts; and

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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 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:

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the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certificates; and

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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

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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 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

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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:

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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;

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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:

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the present value of the total anticipated excess inclusions with respect to such Residual Certificate for periods after the transfer; and

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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

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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:

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“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;

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“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

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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

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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:

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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

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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:

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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

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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:

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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

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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

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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,

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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:

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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;

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the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold;

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the receipt of compensation for services; or

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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:

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during the three months following the Startup Day;

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made to a qualified reserve fund by a Residual Certificateholder;

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in the nature of a guarantee;

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made to facilitate a qualified liquidation or clean-up call; and

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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:

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to the appointment of the tax matters person as provided in the preceding sentence; and

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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:

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3% of the excess, if any, of adjusted gross income over a threshold amount; or

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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:

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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

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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-E or W-8BEN, if the Non-U.S. Person is an entity (such as a corporation) or individual, respectively, 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-E 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 July 1, 2014, and gross proceeds from the disposition of debt obligations that give rise to U.S.-source interest on or after January 1, 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.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. Persons will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a manner different than the regular income tax. U.S. Persons should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

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 “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 or Form W-8BEN-E, as applicable, identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be

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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 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

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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 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.

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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.

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

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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 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

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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.

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

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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 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.

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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% 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 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.

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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.”

In addition, Standard Certificateholders or Stripped Certificateholders that are “foreign financial institutions” may be required to provide additional information under FATCA. See “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Foreign Investors—FATCA”.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. Persons may be subject to an additional 3.8% Medicare Tax on “net investment income”. See “—Federal Income Tax Consequences for REMIC Certificates—3.8% Medicare Tax on “Net Investment Income””.

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.

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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.

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.

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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 with ERISA Plans, “Tax Favored Plans”).

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 Tax Favored Plans, “Plans”) are not subject to ERISA requirements. However, assets of such plans may be subject to the provisions of other applicable federal, state or local law materially similar to the foregoing provisions of ERISA or the Code (“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 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 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 (as modified by Section 3(42) of ERISA, 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 a Tax Favored Plan acquires an equity interest in an entity, the 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., Tax Favored Plans and entities which are deemed to hold plan assets by virtue of 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 Tax Favored Plan (or of a Tax Favored Plan holding an interest in an

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investing entity). If so, the acquisition or holding of certificates by or on behalf of the investing Tax Favored Plan could also give rise to a prohibited transaction under ERISA or the Code, unless some statutory, regulatory or administrative exemption is available. Certificates acquired by a Tax Favored Plan may be assets of that Tax Favored 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 Tax Favored 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:

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has investment discretion with respect to the investment of Plan Assets; or

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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 Tax Favored 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 “fiduciary” of the Tax Favored Plan and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code with respect to the investing Tax Favored 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 Tax Favored Plan acquires a “guaranteed governmental mortgage pool certificate,” the Plan’s assets include such certificate but do not solely by reason of the Tax Favored 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 Tax Favored 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 2013-08 (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 Tax Favored 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;

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second, the certificates at the time of acquisition by a Tax Favored Plan or with Plan Assets must be rated in one of the four highest generic rating categories by at least one NRSRO that meets the requirements of the Exemption (an “Exemption Rating Agency”);

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 special servicer, any sub-servicer, any party that is considered a “sponsor” within the meaning of the Exemption, any swap counterparty 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;

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 Tax Favored 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:

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the trust fund must consist solely of assets of the type that have been included in other investment pools;

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certificates evidencing interests in such other investment pools must have been rated in one of the four highest categories by at least one Exemption Rating Agency for at least one year prior to the acquisition of certificates by or on behalf of a Tax Favored Plan or with Plan Assets; and

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certificates evidencing interests in such other investment pools must have been purchased by investors other than Tax Favored Plans for at least one year prior to any acquisition of certificates by or on behalf of a Tax Favored Plan or with Plan Assets.

A fiduciary of a Tax Favored Plan or any person investing Plan Assets intending to purchase a certificate should 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 Tax Favored 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 Tax Favored 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:

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the direct or indirect sale, exchange or transfer of certificates in the initial issuance of certificates between the depositor or an Underwriter and a Tax Favored 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;

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the direct or indirect acquisition or disposition in the secondary market of certificates by a Tax Favored Plan; and

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the holding of certificates by a Tax Favored 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.

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 Tax Favored Plan by virtue of providing services to the Tax Favored Plan (or by virtue of having certain specified relationships to such a person) solely as a result of the Tax Favored Plan’s ownership of certificates.

Because the exemptive relief afforded by the Exemption (or any similar exemption under Similar Law) 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 Exemption Rating Agency, 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 applicable Pooling 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 applicable Pooling Agreement and the following conditions are satisfied:

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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

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the conditions set forth in Sections I and III of PTCE 95-60 (or the conditions of a similar exemption under Similar Law) have been satisfied; and

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there is no Tax Favored Plan with respect to which the amount of such general account’s reserves and for contracts held by or on behalf of such Tax Favored Plan and all other Tax Favored 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 (other than, in the case of an ERISA Restricted Certificate, a purchaser providing the opinion of counsel described above or using the assets of an insurance company general account under the conditions described above). The ERISA Restricted Certificates and Residual Certificates will contain a legend

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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 or similar exemption under Similar Law 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 Tax Favored 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 “security” for purposes of the Exemption. In addition, a fiduciary of a Tax Favored Plan should consider its general fiduciary obligations under ERISA in determining whether to purchase a certificate on behalf of a Tax Favored Plan. Finally, a fiduciary of a Tax Favored Plan 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. A fiduciary of a Plan subject to Similar Law should consult with its advisors regarding the need for and the availability of exemptive relief under Similar Law.

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:

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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

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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.

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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 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.

127

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.

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.

128

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.

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	36
1		ERISA	122
		ERISA Plans	122
1986 Act	94	ERISA Restricted Certificates	125
		Excess Funds	46
A		Excess Servicing	115
		Exchange Act	39
Accrual Certificates	48	Exemption	123
Accrued Certificate Interest	48	Exemption Rating Agency	124
Act	86
ADA	89	F
Affiliate	125
ARM Loans	37	FAMC	38
Available Distribution Amount	47	FHLMC	38
		Financial Intermediary	53
B		FNMA	38

Bankruptcy Code	79	G
Book-Entry Certificates	47
		GACC	30
C		Garn Act	88
		GNMA	38
Cash Flow Agreement	40
Certificate Account	39	I
Certificate Balance	49
Certificate Owner	53	Insurance Proceeds	62
CMBS	31	IRS	65, 91
Code	91
Companion Class	49	L
Controlled Amortization Class	49
CPR	43	Letter of Credit Bank	75
Credit Support	40, 74	Liquidation Proceeds	62
Cut-off Date	49	Loan-to-Value Ratio	35
		Lock-out Date	36
D		Lock-out Period	36

DBBM	31	M
DBMC	31
DBSI	123	MBS	32
Debt Service Coverage Ratio	34	MBS Agreement	38
Definitive Certificates	47	MBS Issuer	38
Determination Date	41, 47	MBS Servicer	38
Disqualified Organization	105	MBS Trustee	38
Distribution Date Statement	51
DOL	122	N
DTC	53
DTC Participants	53	Net Leases	35
Due Period	41	Net Operating Income	34
Due-on-Sale	80	Nonrecoverable Advance	50

E		O

EC Trust	120	OID Regulations	94
Electing Large Partnership	105

130

P		Securities Act	38
		Similar Law	122
Parties in Interest	122	SMMEA	126
Pass-Through Entity	105	SPA	43
Patriot Act	90	Standard Certificateholder	113
Percentage Interest	47	Standard Certificates	113
Permitted Investments	62	Stripped Certificateholder	118
Plan Asset Regulations	122	Stripped Certificates	113, 114
Plan Assets	122	Stripped Certificates	116
Plans	122
Pooling Agreement	57	T
Prepayment Assumption	95
Prepayment Interest Shortfall	41	Tax Exempt Investor	126
Prepayment Premium	36	Tax Favored Plans	122
Purchase Price	58	Termination Events	70
		Title V	88
R		Treasury	91

Record Date	47	U
Regular Certificateholder	94
Regular Certificates	91, 112	UBTI	126
Related Proceeds	50	UCC	77
Relief Act	89	Underwriter	123
REMIC	91
REMIC Certificates	91	V
REMIC Pool	91
REMIC Regulations	91	Value	35
REO Property	60	Voting Rights	52
Requirements	90
Residual Certificateholders	101	W

S		Warranting Party	59

SEC	53

131

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/Fitch/DBRS/KBRA)(4)
Class A-1	$	57,053,000		(6)	September 2019	November 2047	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
Class A-2	$	99,016,000		(6)	October 2019	November 2047	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
Class A-SB	$	79,067,000		(6)	July 2024	November 2047	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
Class A-3	$	275,000,000		(6)	September 2024	November 2047	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
Class A-4	$	317,679,000		(6)	October 2024	November 2047	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
Class X-A	$	891,379,000	(7)	(7)	October 2024	November 2047	NR/AAAsf/AAA(sf)/AAA(sf)
Class A-M(8)	$	63,564,000	(9)	(6)	October 2024	November 2047	Aa1(sf)/AAAsf/AAA(sf)/AAA(sf)
Class B(8)	$	57,652,000	(9)	(6)	October 2024	November 2047	Aa3(sf)/AA+sf/AA(sf)/AA+(sf)
Class PEZ(8)	$	199,563,000	(9)	(6)	October 2024	November 2047	NR/A-sf/A(low)(sf)/A-(sf)
Class C(8)	$	78,347,000	(9)	(6)	October 2024	November 2047	NR/A-sf/A(low)(sf)/A-(sf)


Tenancies in Common May Hinder		Risks Related to Conflicts of Interest	111
Recovery	92	Potential Conflicts of Interest of the
Risks Related to Additional Debt	92	Master Servicer and the Special
Bankruptcy Proceedings Entail Certain		Servicer	111
Risks	94	Special Servicer May Be Directed To
Risks Related to Loan Sponsor		Take Actions	112
Guaranties	95	Potential Conflicts of Interest of the
Lack of Skillful Property Management		Operating Advisor	114
Entails Risks	96	Potential Conflicts of Interest of the
Risks of Inspections Relating to		Underwriters and Their Affiliates	115
Property	97	Potential Conflicts of Interest in the
World Events and Natural (or Other)		Selection of the Underlying Mortgage
Disasters Could Have an Adverse		Loans
Impact on the Mortgaged Properties		Related Parties May Acquire Certificates	116
and Could Reduce the Cash Flow		or Experience Other Conflicts	117
Available To Make Payments on the		Conflicts Between Property Managers
Certificates	97	and the Borrowers	118
Inadequate Property Insurance		Conflicts Between Certificateholders
Coverage Could Have an Adverse		and Holders of Companion Loans	118
Impact on the Mortgaged Properties	97	Other Potential Conflicts of Interest	120
Risks Associated with Blanket Insurance		Risks Related to the Offered
Policies or Self-Insurance	99	Certificates	122
Availability of Terrorism Insurance	99	Legal and Regulatory Provisions
Appraisals and Market Studies Have		Affecting Investors Could Adversely
Certain Limitations	102	Affect the Liquidity of the Offered
Increases in Real Estate Taxes Due to		Certificates	122
Termination of a PILOT Program or		Your Yield May Be Adversely Affected
Other Tax Abatement Arrangements		By Prepayments Resulting From
May Reduce Payments to		Earnout Reserves	123
Certificateholders	102	Risks Related to Prepayments and
Risks Related to Enforceability	103	Repurchases of Mortgage Loans	124
Risks Related to Enforceability of		Limited Obligations	125
Prepayment Premiums, Yield		Yield Considerations	126
Maintenance Charges and		Optional Early Termination of the
Defeasance Provisions	103	Issuing Entity May Result in an
The Master Servicer or the Special		Adverse Impact on Your Yield or
Servicer May Experience Difficulty in		May Result in a Loss	127
Collecting Rents upon the Default		A Mortgage Loan Seller May Not Be
and/or Bankruptcy of a Borrower	103	Able To Make a Required Repurchase
Risks Related to Mortgage Loans		or Substitution of a Defective
Secured by Multiple Properties	104	Mortgage Loan	127
State Law Limitations Entail Certain		Any Loss of Value Payment Made by a
Risks	105	Mortgage Loan Seller May Prove To
Mortgage Loans Secured by Leasehold		Be Insufficient to Cover All Losses on
Interests May Expose Investors to		a Defective Mortgage Loan	127
Greater Risks of Default and Loss	105	Risks Related to Borrower Default	128
Potential Absence of Attornment		Risks Related to Modification of
Provisions Entails Risks	106	Mortgage Loans with Balloon
Risks Related to Zoning Laws	107	Payments	129
Risks Related to Litigation and		Risks Related to Certain Payments	129
Condemnation	108	Risks of Limited Liquidity and Market
Prior Bankruptcies, Defaults or Other		Value	130
Proceedings May Be Relevant to		The Limited Nature of Ongoing
Future Performance	109	Information May Make It Difficult for
Risks Relating to Costs of Compliance		You To Resell Your Certificates	130
with Applicable Laws and Regulations	111


Master Servicer and Special Servicer		INDEX OF DEFINED TERMS			354
Permitted To Buy Certificates	331
Servicing of the Non-Serviced		ANNEX A-1	–	CERTAIN
Mortgage Loans	331			CHARACTERISTICS OF
Reports to Certificateholders; Available				THE MORTGAGE LOANS	A-1-1
Information	334	ANNEX A-2	–	CERTAIN POOL
Certificate Administrator Reports	334			CHARACTERISTICS OF
Information Available Electronically	337			THE MORTGAGE LOANS
Other Information	340			AND MORTGAGED
Master Servicer’s Reports	341			PROPERTIES	A-2-1
Exchange Act Filings	342	ANNEX A-3	–	CLASS A-SB PLANNED
Governing Law; Waiver of Jury Trial;				PRINCIPAL BALANCE
and Consent to Jurisdiction	343			SCHEDULE	A-3-1
MATERIAL FEDERAL INCOME TAX		ANNEX B	–	DESCRIPTION OF THE
CONSEQUENCES	343			TOP 20 MORTGAGE
General	343			LOANS	B-1
Tax Status of Offered Certificates	344	ANNEX C	–	GLOBAL CLEARANCE,
Taxation of Offered Certificates	344			SETTLEMENT AND TAX
Taxation of the Exchangeable				DOCUMENTATION
Certificates	346			PROCEDURES	C-1
Further Information; Taxation of		ANNEX D	–	DECREMENT TABLES	D-1
Foreign Investors	346	ANNEX E	–	PRICE/YIELD TABLES	E-1
CERTAIN STATE AND LOCAL TAX		ANNEX F	–	MORTGAGE LOAN
CONSIDERATIONS	347			SELLER
ERISA CONSIDERATIONS	347			REPRESENTATIONS
LEGAL INVESTMENT	349			AND WARRANTIES	F-1
LEGAL MATTERS	349	ANNEX G	–	EXCEPTIONS TO
RATINGS	350			MORTGAGE LOAN
LEGAL ASPECTS OF MORTGAGE				SELLER
LOANS IN FLORIDA, CALIFORNIA,				REPRESENTATIONS
NEW YORK AND TEXAS	351			AND WARRANTIES	G-1

Class	Initial Certificate Balance or Notional Balance(1)			Approx. Initial Credit Support	Description of Pass-Through Rate	Assumed Final Distribution Date(2)	Approximate Initial Pass-Through Rate	Weighted Average Life (Yrs.)(3)	Principal Window (Mos.)(3)	Anticipated Ratings (Moody’s/Fitch/DBRS/KBRA)(4)
Offered Certificates
A-1	$	57,053,000		30.000%(5)	(6)	September 2019	%	2.72	1 - 59	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
A-2	$	99,016,000		30.000%(5)	(6)	October 2019	%	4.87	59 - 60	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
A-SB	$	79,067,000		30.000%(5)	(6)	July 2024	%	7.45	60 - 117	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
A-3	$	275,000,000		30.000%(5)	(6)	September 2024	%	9.79	117 - 119	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
A-4	$	317,679,000		30.000%(5)	(6)	October 2024	%	9.87	119 - 120	Aaa(sf)/AAAsf/AAA(sf)/AAA(sf)
X-A	$	891,379,000	(7)	N/A	Variable(7)	October 2024	%	N/A	N/A	NR/AAAsf/AAA(sf)/AAA(sf)
A-M(8)	$	63,564,000	(9)	24.625%	(6)	October 2024	%	9.94	120 - 120	Aa1(sf)/AAAsf/AAA(sf)/AAA(sf)
B(8)	$	57,652,000	(9)	19.750%	(6)	October 2024	%	9.94	120 - 120	Aa3(sf)/AA+sf/AA (sf)/AA+(sf)
PEZ(8)	$	199,563,000	(9)	13.125%(5)	(6)	October 2024		9.94	120 - 120	NR/A-sf/A(low)(sf)/A-(sf)
C(8)	$	78,347,000	(9)	13.125%(5)	(6)	October 2024	%	9.94	120 - 120	NR/A-sf/A(low)(sf)/A-(sf)
Non-Offered Certificates(10)
X-B	$	135,999,000	(7)	N/A	Variable(7)	October 2024	%	N/A	N/A	NR/A-sf/AAA(sf)/AAA(sf)
X-C	$	60,608,000	(7)	N/A	Variable(7)	October 2024	%	N/A	N/A	NR/BBB-sf/AAA(sf)/BBB-(sf)
X-D	$	26,608,000	(7)	N/A	Variable(7)	October 2024	%	N/A	N/A	NR/NR/AAA(sf)/NR
X-E	$	11,826,000	(7)	N/A	Variable(7)	October 2024	%	N/A	N/A	NR/NR/AAA(sf)/NR
X-F	$	17,739,000	(7)	N/A	Variable(7)	November 2024	%	N/A	N/A	NR/NR/AAA(sf)/NR
X-G	$	38,434,627	(7)	N/A	Variable(7)	September 2034	%	N/A	N/A	NR/NR/AAA(sf)/NR
D	$	60,608,000		8.000%	(6)	October 2024	%	9.94	120 - 120	NR/BBB-sf/BBB(low)(sf)/BBB-(sf)
E	$	26,608,000		5.750%	(6)	October 2024	%	9.94	120 - 120	NR/BB-sf/BB(low)(sf)/BB(sf)
F	$	11,826,000		4.750%	(6)	October 2024	%	9.94	120 - 120	NR/B-sf/B(high)(sf)/B+(sf)
G	$	17,739,000		3.250%	(6)	November 2024	%	9.97	120 - 121	NR/NR/B(low)(sf)/B-(sf)
H	$	38,434,627		0.000%	(6)	September 2034	%	12.64	121 - 239	NR/NR/NR/NR
V(11)		N/A		N/A	N/A	N/A	N/A	N/A	N/A	NR/NR/NR/NR
R(11)		N/A		N/A	N/A	N/A	N/A	N/A	N/A	NR/NR/NR/NR
LR(11)		N/A		N/A	N/A	N/A	N/A	N/A	N/A	NR/NR/NR/NR

Outstanding Pool Balance as of the Cut-off Date(1)		$1,182,593,628
Number of Mortgage Loans		64
Number of Mortgaged Properties		101
Average Cut-off Date Mortgage Loan Balance		$18,478,025
Weighted Average Mortgage Rate		4.5329%
Weighted Average Cut-off Date Remaining Term to Maturity or Anticipated Repayment Date (in months)		117
Weighted Average U/W NCF Debt Service Coverage Ratio(2)		1.80x
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)		66.9%
Weighted Average Cut-off Date U/W NOI Debt Yield(2)		10.8%

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-193376-12

EXECUTIVE SUMMARY	xiv	Geographic Concentration Exposes
SUMMARY	1	Investors to Greater Risk of Default
RISK FACTORS	47	and Loss	66
General Risks	47	Hospitality Properties Have Special
The Offered Certificates May Not Be a		Risks	68
Suitable Investment for You	47	Retail Properties Have Special Risks	70
Risks Related to Market Conditions	47	Office Properties Have Special Risks	73
The Credit Crisis and Downturn in the		Industrial Properties Have Special Risks	74
Real Estate Market Have Adversely		Multifamily Properties Have Special
Affected the Value of Commercial		Risks	75
Mortgage-Backed Securities	47	Self Storage Properties Have Special
The Volatile Economy and Credit Crisis		Risks	77
May Increase Loan Defaults and		Mixed Use Properties Have Special
Affect the Value and Liquidity of Your		Risks	77
Investment	48	Manufactured Housing Community
General Conditions in the Commercial		Properties Have Special Risks	78
Real Estate Mortgage Markets		Parking Properties Have Special Risks	79
May Adversely Affect the Performance		Risks of Co-Tenancy and Other Early
of the Offered Certificates	49	Termination Provisions in Retail and
Risks Related to the Mortgage Loans	50	Office Leases	79
Mortgage Loans Are Non-recourse and		Condominium Properties Have Special
Are Not Insured or Guaranteed	50	Risks	81
The Offered Certificates Are Limited		Risks Related to Construction,
Obligations and Payments Will Be		Development, Redevelopment,
Primarily Derived from the Mortgage		Renovation and Repairs at Mortgaged
Loans	50	Properties	82
Commercial Lending Is Dependent upon		Competition May Adversely Affect the
Net Operating Income	51	Performance of the Mortgaged
Mortgage Loans Have Not Been		Property	83
Reunderwritten Since Origination	53	Options and Other Purchase Rights
The Prospective Performance of the		May Affect Value or Hinder Recovery
Commercial, Multifamily and		with Respect to the Mortgaged
Manufactured Housing Community		Properties	83
Mortgage Loans Included in the		The Sellers of the Mortgage Loans Are
Issuing Entity Should Be Evaluated		Subject to Bankruptcy or Insolvency
Separately from the Performance of		Laws That May Affect the Issuing
the Mortgage Loans in Any of the		Entity’s Ownership of the Mortgage
Depositor’s Other Trusts	53	Loans	85
Some Mortgaged Properties May Not		Environmental Issues at the Mortgaged
Be Readily Convertible to Alternative		Properties May Adversely Affect
Uses	54	Payments on Your Certificates	85
Limitations of Appraisals	54	Potential Issuing Entity Liability Related
Property Value May Be Adversely		to a Materially Adverse Environmental
Affected Even When Current		Condition	86
Operating Income Is Not	55	Borrower May Be Unable To Repay the
Risks Related to Tenants	55	Remaining Principal Balance on the
Risks Related to Mortgage Loan		Maturity Date or Anticipated
Concentration	65	Repayment Date and Longer
Risks Related to Borrower		Amortization Schedules and Interest-
Concentration	65	Only Provisions May Increase Risk	90
Risks Relating to Property Type		Risks Relating to Borrower Organization
Concentration	65	or Structure	91

Risks Related to Factors Unrelated to		General	148
the Performance of the Certificates		CCRE Lending’s Loan Origination and
and the Mortgage Loans, Such as		Acquisition History	149
Fluctuations in Interest Rates and the		Review of CCRE Mortgage Loans	149
Supply and Demand of CMBS		CCRE Lending’s Underwriting
Generally	130	Standards	151
Credit Support May Not Cover All Types		Assessments of Property Condition	152
of Losses	131	Compliance with Rule 15Ga-1 under the
There Are Risks Relating to the		Exchange Act	156
Exchangeable Certificates	131	Natixis Real Estate Capital LLC	156
Subordination of the Class A-M, Class B		General	156
and Class C Trust Components Will		NREC’s Commercial Real Estate
Affect the Timing of Distributions and		Securitization Program	157
the Application of Losses on the		Review of NREC Mortgage Loans	157
Class X-A, Class A-M, Class B,		NREC’s Underwriting Standards	159
Class C and Class PEZ Certificates	132	Third Party Reports	161
Disproportionate Benefits May Be Given		Compliance with Rule 15Ga-1 under the
to Certain Classes	132	Exchange Act	162
The Amount of Credit Support Will Be		THE DEPOSITOR	162
Limited	132	THE ISSUING ENTITY	163
REMIC Status	132	THE SERVICERS	164
State and Local Tax Considerations	133	Generally	164
Certain Federal Tax Consideration		The Master Servicer	165
Regarding Original Issue Discount	133	The Special Servicer	168
Tax Considerations Related to		Replacement of the Special Servicer	170
Foreclosure	133	The Primary Servicer	172
Changes to REMIC Restrictions on		Berkeley Point Capital LLC	172
Loan Modifications May Impact an		Summary of Berkeley Point Primary
Investment in the Certificates	134	Servicing Agreement	174
Risks Relating to Lack of		THE TRUSTEE	178
Certificateholder Control over the		Certain Matters Regarding the Trustee	179
Issuing Entity	134	Resignation and Removal of the
Different Timing of Mortgage Loan		Trustee	180
Amortization Poses Certain Risks	135	THE CERTIFICATE ADMINISTRATOR	181
Ratings of the Offered Certificates	135	Certain Matters Regarding the
Combination or “Layering” of Multiple		Certificate Administrator	182
Risks May Significantly Increase Risk		Trustee and Certificate Administrator
of Loss	137	Fee	184
THE SPONSORS, MORTGAGE LOAN		PAYING AGENT, CERTIFICATE
SELLERS AND ORIGINATORS	138	REGISTRAR, CUSTODIAN AND
German American Capital Corporation	138	AUTHENTICATING AGENT	184
General	138	THE OPERATING ADVISOR	185
GACC’s Securitization Program	138	CERTAIN RELATIONSHIPS AND
Review of GACC Mortgage Loans	139	RELATED TRANSACTIONS	185
GACC’s Underwriting Standards	141	DESCRIPTION OF THE MORTGAGE
Compliance with Rule 15Ga-1 under the		POOL	187
Exchange Act	143	General	187
UBS Real Estate Securities Inc.	144	Security for the Mortgage Loans	190
General	144	Significant Mortgage Loans and
UBSRES’ Securitization Program	144	Significant Obligors	190
Review of the UBSRES Mortgage Loans	145	Sale of the Mortgage Loans	191
UBSRES’ Underwriting Standards	146	Certain Underwriting Matters	192
Repurchase Requests	148	Loan Combinations	196
Litigation	148	The Gateway Center Phase II Loan
Cantor Commercial Real Estate		Combination	196
Lending, L.P.	148	The Harwood Center Loan Combination	198

The 80 and 90 Maiden Lane Loan		Servicing of the Mortgage Loans and
Combination	200	Serviced Loan Combinations;
The Beverly Connection Loan		Collection of Payments	273
Combination	202	The Directing Holder	275
The Myrtle Beach Marriott Resort & Spa		Limitation on Liability of Directing
Loan Combination	205	Holder	281
Additional Mortgage Loan Information	208	The Operating Advisor	281
Certain Terms and Conditions of the		General	281
Mortgage Loans	214	Role of Operating Advisor While No
Delaware Statutory Trusts May Hinder		Control Termination Event Has
Recovery	228	Occurred and Is Continuing	282
Changes in Mortgage Pool		Role of Operating Advisor While a
Characteristics	228	Control Termination Event Has
DESCRIPTION OF THE OFFERED		Occurred and Is Continuing	282
CERTIFICATES	228	Annual Report	284
General	228	Replacement of the Special Servicer	284
Exchanges of Exchangeable		Termination of the Operating Advisor
Certificates	232	For Cause	285
Exchanges	232	Rights upon Operating Advisor
Distributions	233	Termination Event	286
Fees and Expenses	241	Termination of the Operating Advisor
Distribution of Available Funds	245	Without Cause	286
Distribution of Excess Interest	249	Resignation of the Operating Advisor	287
Class A-SB Planned Principal Balance	249	Operating Advisor Compensation	287
Prepayment Premiums and Yield		Advances	288
Maintenance Charges	249	Accounts	293
Application Priority of Mortgage Loan		Enforcement of “Due-On-Sale” and
Collections or Loan Combination		“Due-On-Encumbrance” Clauses	295
Collections	251	Inspections	297
Assumed Final Distribution Date	253	Insurance Policies	297
Realized Losses	253	Assignment of the Mortgage Loans	299
Prepayment Interest Shortfalls	255	Representations and Warranties;
Subordination	257	Repurchase; Substitution	300
Appraisal Reductions	258	Certain Matters Regarding the
Delivery, Form and Denomination	262	Depositor, the Master Servicer, the
Book-Entry Registration	263	Special Servicer and the Operating
Definitive Certificates	265	Advisor	302
Certificateholder Communication	265	Servicer Termination Events	305
Access to Certificateholders’ Names		Rights upon a Servicer Termination
and Addresses	265	Event	307
Special Notices	265	Waivers of Servicer Termination
Retention of Certain Certificates by		Events and Operating Advisor
Affiliates of Transaction Parties	266	Termination Events	309
YIELD AND MATURITY		Amendment	309
CONSIDERATIONS	266	No Downgrade Confirmation	311
Yield Considerations	266	Evidence of Compliance	313
Weighted Average Life	268	Voting Rights	313
Certain Price/Yield Tables	271	Realization Upon Mortgage Loans	314
Yield Sensitivity of the Class X-A		Sale of Defaulted Mortgage Loans and
Certificates	271	Serviced REO Properties	316
THE POOLING AND SERVICING		Modifications	318
AGREEMENT	272	Optional Termination	320
General	272	Servicing Compensation and Payment
Special Note Regarding the Myrtle		of Expenses	321
Beach Marriott Resort & Spa Loan		Special Servicing	323
Combination	272


	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 2014-CCRE20 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

	RELEVANT PARTIES AND DATES

	Issuing Entity		COMM 2014-CCRE20 Mortgage Trust, a New York common law trust. The issuing entity will be formed on the closing date 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, a Maryland corporation, UBS Real Estate Securities Inc., a Delaware corporation, Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership and Natixis Real Estate Capital LLC, a Delaware limited liability company, 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 Deutsche Mortgage & Asset Receiving Corporation, the depositor). UBS Real Estate Securities Inc. (a sponsor and an affiliate of UBS Securities LLC, an underwriter). Cantor Commercial Real Estate Lending, L.P. (a sponsor and an affiliate of Berkeley Point Capital LLC, a primary servicer, and Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters). Natixis Real Estate Capital LLC (a sponsor and an affiliate of Natixis Securities Americas LLC, an underwriter).

			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	13	$	465,053,806	39.3%
	UBS Real Securities Inc.	20	$	337,575,882	28.5%
	Cantor Commercial Real Estate Lending, L.P.	21	$	307,753,517	26.0%
	Natixis Real Estate Capital LLC	10	$	72,210,423	6.1%
	Total	64	$	1,182,593,628	100.0%

	Cantor Commercial Real Estate Lending, L.P. and 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. (other than the mortgage loans secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as Pacific Plaza, Hatteras Island Plaza, Towne Village, Roebuck Center and New Highlands Self Storage, representing in the aggregate approximately 2.1% of the outstanding pool balance as of the cut-off date). Such amount will not be part of available funds to make distributions on the certificates. See “Description of the Offered Certificates—Distributions” and “—Distributions—Fees and Expenses” in this free writing prospectus.

Originators	Except as indicated below, each mortgage loan seller or one of its affiliates originated (either directly or, in some cases, through table funding arrangements) each of the mortgage loans as to which it is acting as mortgage loan seller.

	The mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as Gateway Center Phase II, representing approximately 10.1% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan German American Capital Corporation is acting as mortgage loan seller, was co-originated by German American Capital Corporation and Wells Fargo Bank, National Association.

	The mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as Beverly Connection, representing approximately 3.7% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan German American Capital Corporation is acting as mortgage loan seller, was co-originated by German American Capital Corporation, Citigroup Global Markets Realty Corp., JPMorgan Chase Bank, National Association and I&G Holding B-Lender 1 LLC.

	See “The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.

Master Servicer	Wells Fargo Bank, National Association, a national banking association. The master servicer will act in such capacity under

			the pooling and servicing agreement for this transaction. See “The Servicers—The Master Servicer” in this free writing prospectus. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086 120, Charlotte, North Carolina 28202.

			The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary servicers, the mortgage loans (other than any non-serviced mortgage loan): (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 (1) principal and interest advances with respect to the mortgage loans and (2) property advances with respect to the mortgage loans (other than any non-serviced mortgage loan) under the pooling and servicing agreement, subject in each case to a nonrecoverability determination. The fee of the master servicer with respect to the mortgage loans (and serviced companion loans) will be payable monthly from amounts received in respect of interest on each mortgage loan master and/or primary serviced by the master servicer (prior to application of such interest payments to make payments on the certificates). The servicing fee (which will include the fee of the master servicer and the fees of any primary servicer and sub-servicer) 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, operating advisor fee rate and CREFC® license 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 Gateway Center Phase II loan combination will be serviced by the master servicer pursuant to the pooling and servicing agreement for this securitization. See “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

			The Harwood Center loan combination is being serviced by Wells Fargo Bank, National Association, as master servicer under the pooling and servicing agreement entered into in connection with the COMM 2014-UBS5 mortgage trust. With respect to the Harwood Center mortgage loan, the COMM 2014-UBS5 master servicer will be entitled to receive a primary servicing fee under the COMM 2014-UBS5 pooling and servicing

			agreement (which fee will accrue at a rate equal to 0.0050% per annum on an actual/360 basis), payable monthly from the Harwood Center 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.

			The 80 and 90 Maiden Lane loan combination is being serviced by Wells Fargo Bank, National Association, as master servicer under the pooling and servicing agreement entered into in connection with the COMM 2014-LC17 mortgage trust. With respect to the 80 and 90 Maiden Lane mortgage loan, the COMM 2014-LC17 master servicer will be entitled to receive a primary servicing fee under the COMM 2014-LC17 pooling and servicing agreement (which fee will accrue at a rate equal to 0.0025% per annum on an actual/360 basis), payable monthly from the 80 and 90 Maiden Lane 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.

			The Beverly Connection loan combination is being 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 GSMS 2014-GC24 mortgage trust. With respect to the Beverly Connection mortgage loan, the GSMS 2014-GC24 master servicer will be entitled to receive a primary servicing fee under the GSMS 2014-GC24 pooling and servicing agreement (which fee will accrue at a rate equal to 0.0050% per annum on an actual/360 basis), payable monthly from the Beverly Connection 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.

			The Myrtle Beach Marriott Resort & Spa loan is currently being serviced by the master servicer, Wells Fargo Bank, National Association, under the COMM 2014-LC17 pooling and servicing agreement. After the securitization of the related pari passu companion loan designated as “note A1-1”, the Myrtle Beach Marriott Resort & Spa loan combination is expected to be serviced under, and by the master servicer designated in, the pooling and servicing agreement entered into in connection with the note A1-1 securitization; however, Wells Fargo Bank, National Association will continue to act as the primary servicer for the Myrtle Beach Marriott Resort & Spa loan combination. Wells Fargo Bank, National Association, as the primary servicer, is and will be, after the note A1-1 securitization, entitled to receive a primary servicing fee with respect to the Myrtle Beach Marriott Resort & Spa mortgage loan pursuant to the COMM 2014-LC17 pooling and servicing agreement or the pooling and servicing agreement entered into in connection with the note A1-1 securitization, as applicable, payable monthly from the Myrtle

			Beach Marriott Resort & Spa mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Loan Combinations—The Myrtle Beach Marriott Resort & Spa Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Special Servicer		Torchlight Loan Services, LLC, a Delaware limited liability company, will be responsible for the servicing and administration of the specially serviced loans and REO properties. See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this free writing prospectus. Torchlight Loan Services, LLC was appointed to be the special servicer by the initial directing holder, which is expected to be Torchlight Investors LLC on behalf of one or more managed funds or accounts. The principal servicing office of Torchlight Loan Services, LLC is located at 701 Brickell Avenue, Suite 2200, Miami, Florida 33131.

			The Gateway Center Phase II loan combination will be specially serviced by the special servicer under the pooling and servicing agreement for this securitization. See “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

			The Harwood Center loan combination will be specially serviced by Rialto Capital Advisors, LLC, as special servicer under the pooling and servicing agreement entered into in connection with the COMM 2014-UBS5 mortgage trust. 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 80 and 90 Maiden Lane loan combination will be specially serviced by LNR Partners, LLC, as special servicer under the pooling and servicing agreement entered into in connection with the COMM 2014-LC17 mortgage trust. 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 Beverly Connection loan combination will be specially serviced by LNR Partners, LLC, as special servicer under the pooling and servicing agreement entered into in connection with the GSMS 2014-GC24 mortgage trust. 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.

			Prior to the note A1-1 securitization, the Myrtle Beach Marriott Resort & Spa loan combination will be specially serviced, if necessary, by the special servicer, LNR Partners, LLC, under the COMM 2014-LC17 pooling and servicing agreement. After the note A1-1 securitization, the Myrtle Beach Marriott Resort & Spa loan combination will be specially serviced under, and by the special servicer designated in, the pooling and servicing agreement entered into in connection with the note A1-1

			securitization. See “Description of the Mortgage Pool—Loan Combinations—The Myrtle Beach Marriott Resort & Spa Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

			The COMM 2014-LC17 special servicer will be responsible for the servicing and administration of the Myrtle Beach Marriott Resort & Spa loan combination if it becomes a specially serviced mortgage loan and will be entitled to compensation as described under the COMM 2014-LC17 pooling and servicing agreement and the related intercreditor agreement, in each case, for so long as the Myrtle Beach Marriott Resort & Spa loan combination is being serviced under the COMM 2014-LC17 pooling and servicing agreement. If the Myrtle Beach Marriott Resort & Spa loan combination is being specially serviced after the note A1-1 securitization, the COMM 2014-LC17 special servicer will be entitled to compensation for the period during which it acted as special servicer with respect to the Myrtle Beach Marriott Resort & Spa loan combination, as well as all surviving indemnity and other rights in respect of such special servicing role. After the note A1-1 securitization, the Myrtle Beach Marriott Resort & Spa loan combination is expected to be specially serviced under, and by the special servicer designated in, the pooling and servicing agreement entered into in connection with the note A1-1 securitization and will be entitled to receive similar, though not identical, special servicing compensation with respect to the Myrtle Beach Marriott Resort & Spa loan combination. See “Risk Factors—Risks Related to Conflicts of Interest—The Servicing of the Myrtle Beach Marriott Resort & Spa Loan Combination Will Shift to Others” in this free writing prospectus. 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 (i) each specially serviced loan (including any related serviced companion loan) and (ii) any defaulted non-serviced loan that is not sold, together with the related companion loan, as one whole loan by the special servicer under the other pooling and servicing agreement, in each case 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 related 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 the special servicer with respect to the Harwood Center mortgage loan, the party acting as the special servicer with respect to the 80 and 90 Maiden Lane mortgage loan, the party acting as the special servicer with respect to the Beverly Connection mortgage loan and the party acting as the special servicer with respect to the Myrtle Beach Marriott Resort & Spa mortgage loan, each 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.

	Primary Servicer		Berkeley Point Capital LLC, a Delaware limited liability company. Berkeley Point Capital LLC will act as primary servicer with respect to the mortgage loan identified on Annex A-1 to this free writing prospectus as Towne Village, which is being transferred to the issuing entity by Cantor Commercial Real Estate Lending, L.P. This mortgage loan represents 0.4% of the outstanding pool balance as of the cut-off date. See “The Servicers—The Primary Servicer—Berkeley Point Capital LLC” in this free writing prospectus. The principal servicing office of Berkeley Point Capital LLC is located at One Beacon Street, 14th Floor, Boston, Massachusetts 02108. The master servicer will pay the fees of the primary servicer to the extent such fees are received. Berkeley Point Capital LLC is an affiliate of Cantor Commercial Real Estate Lending, L.P., a sponsor and a mortgage loan seller, and Cantor Fitzgerald & Co., L.P. and CastleOak Securities, L.P., each an underwriter.

	Trustee		Wilmington Trust, National Association, a national banking association. The corporate trust offices of Wilmington Trust, National Association are located at 1100 North Market Street, Wilmington, Delaware 19890.

			Following the transfer of the underlying mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record with respect to each mortgage loan (other than any non-serviced mortgage loan) transferred to the issuing entity. In addition (subject to the terms of the pooling and servicing agreement), the trustee will be primarily responsible for back-up advancing. See “The Trustee” in this free writing prospectus.

			The mortgagee of record with respect to the Harwood Center mortgage loan is presently Wilmington Trust, National Association, in its capacity as the trustee under the pooling and servicing agreement entered into in connection with the COMM 2014-UBS5 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 mortgagee of record with respect to the 80 and 90 Maiden Lane mortgage loan is presently Wilmington Trust, National Association, in its capacity as the trustee under the pooling and servicing agreement entered into in connection with the COMM 2014-LC17 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 mortgagee of record with respect to the Beverly Connection 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 GSMS 2014-GC24 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 mortgagee of record with respect to the Myrtle Beach Marriott Resort & Spa mortgage loan is currently the trustee, Wilmington Trust, National Association, designated in the COMM 2014-LC17 pooling and servicing agreement. After the note A1-1 securitization, the mortgagee of record with respect to the Myrtle Beach Marriott Resort & Spa mortgage loan will be the trustee designated in the pooling and servicing agreement in connection with the note A1-1 securitization.

	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 2014-CCRE20 Mortgage Trust.

			The custodian with respect to the Harwood Center mortgage loan is presently Wells Fargo Bank, National Association, under the pooling and servicing agreement entered into in connection with the COMM 2014-UBS5 securitization.

			The custodian with respect to the 80 and 90 Maiden Lane mortgage loan is presently Wells Fargo Bank, National Association, under the pooling and servicing agreement entered into in connection with the COMM 2014-LC17 securitization.

			The custodian with respect to the Beverly Connection mortgage loan is presently Wells Fargo Bank, National Association, under the pooling and servicing agreement entered into in connection with the GSMS 2014-GC24 securitization.

			The custodian with respect to the Myrtle Beach Marriott Resort & Spa mortgage loan is currently the custodian, Wells Fargo Bank, National Association, designated in the COMM 2014-LC17 pooling and servicing agreement. After the note A1-1 securitization, the custodian of the related mortgage file (other than the promissory note evidencing the Myrtle Beach Marriott Resort & Spa mortgage loan and the pari passu companion loan designated as note A-2) will be the custodian designated in the pooling and servicing agreement entered into in connection with the note A1-1 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 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, custody of the mortgage files and serving as the authenticating agent and certificate registrar. See “The Certificate Administrator” 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, 0.0038% 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 an indirect 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 (excluding any non-serviced mortgage loan) and the operating advisor fee rate described under “The Pooling and Servicing Agreement—The Operating Advisor—Operating Advisor Compensation” 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 E, Class F, Class G, Class H, Class V, Class X-D, Class X-E, Class X-F, Class X-G, Class R and Class LR 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 Obligor		The mortgaged property related to the underlying mortgage loan identified on Annex A-1 to this free writing prospectus as Gateway Center Phase II, representing 10.1% 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.

	Directing Holder		With respect to each mortgage loan (other than with respect to any non-serviced mortgage loan), each serviced loan combination or the Harwood Center loan combination, 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 non-serviced loan combination other than the Harwood Center loan combination, the directing holder will be as specified in the definition of “Directing Holder” as set forth in

			“Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

			The controlling class is the most subordinate of the Class E, Class F, Class G and Class H 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, Class G and Class H 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 (or, in the case of the Harwood Center loan combination, under the COMM 2014-UBS5 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, Class G and Class H 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 if no consultation termination event has occurred, the directing holder will retain consultation rights under the pooling and servicing agreement (or, in the case of the Harwood Center loan combination, under the COMM 2014-UBS5 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, Class G and Class H 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 Torchlight Investors LLC, on behalf of one or more managed funds or accounts, will purchase the Class E, Class F, Class G, Class H and Class V certificates and be the initial directing holder with respect to each mortgage loan (other than any non-serviced mortgage loan), each serviced loan combination and the Harwood Center loan combination.

			In the case of the Gateway Center Phase II loan combination, the holders of the related companion loan will have certain consultation rights with respect to the servicing of the related

			loan combination described under “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

			In the case of the Harwood Center loan combination, the holder of the related companion loan will have certain consultation rights with respect to the servicing of the related loan combination described under “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

			With respect to the 80 and 90 Maiden Lane mortgage loan, the directing holder under the COMM 2014-LC17 pooling and servicing agreement, currently LNR Securities Holdings, LLC, is the directing holder of the 80 and 90 Maiden Lane loan combination.

			With respect to the Beverly Connection loan combination, the directing holder of the Beverly Connection loan combination is initially the subordinate B-note holder, which is currently I&G Holding B Lender 1 LLC and after a “control appraisal event,” the directing holder under the GSMS 2014-GC24 pooling and servicing agreement.

			With respect to the Myrtle Beach Marriott Resort & Spa mortgage loan, the directing holder of the Myrtle Beach Marriott Resort & Spa loan combination is the note A1-1 holder, which is currently Cantor Commercial Real Estate Lending, L.P., a sponsor and a mortgage loan seller.

	Underwriters		Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., UBS Securities LLC, Natixis Securities Americas LLC, CastleOak Securities, L.P. and KeyBanc Capital Markets Inc. 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, and Berkeley Point Capital LLC, a primary servicer. UBS Securities LLC is an affiliate of UBS Real Estate Securities Inc., a sponsor and a mortgage loan seller. Natixis Securities Americas LLC is an affiliate of Natixis Real Estate Capital 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.

			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.

			UBS Real Estate Securities Inc., a sponsor and a mortgage loan seller, is an affiliate of UBS Securities LLC, an underwriter.

			Cantor Commercial Real Estate Lending, L.P., a sponsor and mortgage loan seller, Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters, and Berkeley Point Capital LLC, a primary servicer, are affiliates of each other.

			Natixis Real Estate Capital LLC, a sponsor and mortgage loan seller, and Natixis Securities Americas LLC, one of the underwriters, are affiliates of each other.

			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 October 13, 2014, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to 5 of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor, representing approximately 9.9% 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 Cantor Commercial Real Estate Lending, L.P. 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 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, 13 of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 13.7% of the outstanding pool balance as of the cut-off date. In addition, Wells Fargo Bank, National Association acts as interim custodian of the loan files for 17 of the mortgage loans, representing approximately 19.3% of the outstanding pool balance as of the cut-off date, that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor.

			Wells Fargo Bank, National Association, expects to enter into an agreement with an affiliate of Cantor Commercial Real Estate Lending, L.P. that grants such affiliate the right to assume certain

			limited subservicing duties with respect to the CCRE Strip Pool in the future.

			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, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain 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, 6 of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 18.0% of the outstanding pool balance as of the cut-off date.

			Berkeley Point Capital LLC, a primary servicer, performed certain due diligence services prior to the securitization closing date for Cantor Commercial Real Estate Lending, L.P., a sponsor and mortgage loan seller, with respect to certain of the mortgage loans to be contributed to the issuing entity by Cantor Commercial Real Estate Lending, L.P.

			Wells Fargo Bank, National Association is acting as the master servicer, certificate administrator and custodian.

			Wells Fargo Bank, National Association, which is acting as the master servicer, certificate administrator and custodian with respect to this transaction, is the COMM 2014-UBS5 master servicer, the COMM 2014-UBS5 certificate administrator and the COMM 2014-UBS5 custodian and Wilmington Trust, National Association, which is acting as the trustee with respect to this transaction, is the COMM 2014-UBS5 trustee, each under the COMM 2014-UBS5 pooling and servicing agreement, which includes the Harwood Center pari passu companion loan designated as Note A-1 and under which the Harwood Center loan combination is serviced.

			Wells Fargo Bank, National Association, which is acting as the master servicer, certificate administrator and custodian with respect to this transaction, is the COMM 2014-LC17 master servicer, the COMM 2014-LC17 certificate administrator and the COMM 2014-LC17 custodian and Wilmington Trust, National Association, which is acting as the trustee with respect to this transaction, is the COMM 2014-LC17 trustee, each under the COMM 2014-LC17 pooling and servicing agreement, which includes the 80 and 90 Maiden Lane pari passu companion loan designated as Note A-1 and the Myrtle Beach Marriott Resort & Spa pari passu companion loan designated as A-2 and under which the 80 and 90 Maiden Lane loan combination and, prior to the securitization of the Myrtle Beach Marriott Resort & Spa pari passu companion loan designated as “note A1-1”, the Myrtle Beach Marriott Resort & Spa loan combination are serviced.

			Park Bridge Lender Services LLC, which is acting as the operating advisor with respect to the mortgage loans (other than a non-serviced mortgage loan) and any serviced loan combination in this transaction, is the COMM 2014-LC17

			operating advisor under the COMM 2014-LC17 pooling and servicing agreement with respect to the serviced mortgage loans included in that transaction, which includes the 80 and 90 Maiden Lane pari passu companion loan designated as Note A-1.

			Wells Fargo Bank, National Association, which is acting as the master servicer, certificate administrator and custodian with respect to this transaction, is the GSMS 2014-GC24 certificate administrator, the GSMS 2014-GC24 trustee and the GSMS 2014-GC24 custodian under the GSMS 2014-GC24 pooling and servicing agreement, which includes the Beverly Connection pari passu companion loan designated as Note A-1 and under which the Beverly Connection loan combination is serviced.

			With respect to the Gateway Center Phase II mortgage loan, representing 10.1% of the outstanding pool balance as of the cut-off date, German American Capital Corporation currently holds the Gateway Center Phase II pari passu companion loan designated as Note A-3.

			Wells Fargo Bank, National Association, which is acting as the master servicer, certificate administrator and custodian with respect to this transaction, co-originated the Gateway Center Phase II loan combination and currently holds the Gateway Center Phase II pari passu companion loan designated as Note A-2.

			With respect to the Myrtle Beach Marriott Resort & Spa mortgage loan, the directing holder of the Myrtle Beach Marriott Resort & Spa loan combination is the note A1-1 holder, which is currently Cantor Commercial Real Estate Lending, L.P., a sponsor and a mortgage loan seller.

			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 October 2014 and the date of origination of each mortgage loan.

	Closing Date		On or about October 30, 2014.

	Distribution Date		The fourth business day following the determination date in each month, commencing in November 2014. The initial distribution date will be November 13, 2014.

	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 November 2014.

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 R and Class LR certificates) and each trust component, 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 R and Class LR certificates) and each trust component 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 2014-CCRE20 Mortgage Trust 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 PEZ

	●	Class C

	The trust to be created by the depositor will consist of a total of 24 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 X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class H, 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 64 fixed-rate mortgage loans. The mortgage loans are secured by first liens on 101 commercial, multifamily and manufactured housing community properties.


Certificate Balances
and Notional 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		$	57,053,000
	Class A-2		$	99,016,000
	Class A-SB(1)		$	79,067,000
	Class A-3		$	275,000,000
	Class A-4		$	317,679,000
	Class X-A		$	891,379,000
	Class A-M(2)		$	63,564,000
	Class B(2)		$	57,652,000
	Class PEZ(2)		$	199,563,000
	Class C(2)		$	78,347,000

	(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 initial certificate balance of each of the Class A-M, Class B and Class C certificates represents the certificate balance of such class without giving effect to any exchange for the Class PEZ certificates. The initial certificate balance of the Class PEZ certificates is equal to the aggregate of the initial certificate balances of the Class A-M, Class B and Class C certificates, representing the maximum certificate balance of the Class PEZ certificates that could be issued in an exchange. The certificate balances of the Class A-M, Class B and Class C certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the certificate balance of the Class PEZ certificates issued on the closing date. The initial certificate principal balances of the Class A-M, Class B and Class C trust components are $63,564,000 $57,652,000 and $78,347,000, respectively.

	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 balances, as applicable, as set forth under “Executive Summary—Certificates” in this free writing prospectus.

	The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G certificates will not have principal balances or entitle their holders to distributions of principal. The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G 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 and Class A-4 certificates and the Class A-M trust component outstanding from time to time. The total initial notional balance of the Class X-A certificates will be approximately $891,379,000.

	The notional balance of the Class X-B certificates will equal the aggregate certificate balance of the Class B and Class C trust components outstanding from time to time. The total initial notional balance of the Class X-B certificates will be approximately $135,999,000.

	The notional balance of the Class X-C certificates will equal the certificate balance of the Class D certificates outstanding from time to time. The total initial notional balance of the Class X-C certificates will be approximately $60,608,000.


	The notional balance of the Class X-D certificates will equal the certificate balance of the Class E certificates outstanding from time to time. The total initial notional balance of the Class X-D certificates will be approximately $26,608,000.

	The notional balance of the Class X-E certificates will equal the certificate balance of the Class F certificates outstanding from time to time. The total initial notional balance of the Class X-E certificates will be approximately $11,826,000.

	The notional balance of the Class X-F certificates will equal the certificate balance of the Class G certificates outstanding from time to time. The total initial notional balance of the Class X-F certificates will be approximately $17,739,000.

	The notional balance of the Class X-G certificates will equal the certificate balance of the Class H certificates outstanding from time to time. The total initial notional balance of the Class X-G certificates will be approximately $38,434,627.

Pass-Through Rates	Each class of certificates (other than the Class PEZ, 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, Class G and Class H certificates will equal one of (i) a fixed per annum 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) 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, (iii) Class X-C certificates will equal approximately [_____]% per annum, (iv) Class X-D certificates will equal approximately [_____]% per annum, (v) Class X-E certificates will equal approximately [_____]% per annum, (vi) Class X-F certificates will equal approximately [_____]% per annum and (vii) Class X-G certificates will equal approximately [_____]% per annum.

	●	The pass-through rate for each of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G certificates for any distribution date will equal the weighted average of the respective strip rates or the respective strip rate, which we refer to as Class X-A strip rates, Class X-B strip rates, Class X-C strip rate, Class X-D strip rate, Class

				X-E strip rate, Class X-F strip rate and Class X-G strip rate 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, Class X-C certificates, Class X-D certificates, Class X-E certificates, Class X-F certificates and Class X-G 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 as applicable. 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 and Class A-4 certificates and the Class A-M trust component, 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 and Class C trust components, respectively. The component of the Class X-C certificates will have a component notional balance that corresponds to the certificate balance of the Class D certificates. The component of the Class X-D certificates will have a component notional balance that corresponds to the certificate balance of the Class E certificates. The component of the Class X-E certificates will have a component notional balance that corresponds to the certificate balance of the Class F certificates. The component of the Class X-F certificates will have a component notional balance that corresponds to the certificate balance of the Class G certificates. The component of the Class X-G certificates will have a component notional balance that corresponds to the certificate balance of the Class H certificates. For purposes of the accrual of interest on the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G certificates for each distribution date, the applicable Class X-A strip rates, Class X-B strip rates, Class X-C strip rate, Class X-D strip rate, Class X-E strip rate, Class X-F strip rate or Class X-G 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 or trust component.

			●	For a more detailed discussion of the Class X-A strip rates, the Class X-B strip rates, the Class X-C strip rate, the Class X-D strip rate, the Class X-E strip rate, the Class X-F strip rate and the Class X-G strip rate and the pass-through rates applicable to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G certificates, see “Description of the Offered Certificates—Distributions” in this free writing prospectus.


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

	●	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			September 2019
	Class A-2			October 2019
	Class A-SB			July 2024
	Class A-3			September 2024
	Class A-4			October 2024
	Class X-A			October 2024
	Class A-M			October 2024
	Class B			October 2024
	Class PEZ			October 2024
	Class C			October 2024

	The “Rated Final Distribution Date” of the certificates (other than the Class V, Class R and Class LR certificates) will be the distribution date in November 2047. The Class V, Class R and Class LR certificates will not have a Rated Final Distribution Date.

Distributions	On each distribution date, you will be entitled to receive interest and principal distributions in respect of 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, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G 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 “—Distribution of Available Funds” in this free writing prospectus.

	The Class PEZ certificates will receive the sum of the interest and principal distributable on the percentage interests of the Class A-M, Class B and Class C trust components represented by the Class PEZ certificates.

	The Class V certificates will not be entitled to distributions of principal or interest other than excess interest accruing on an anticipated repayment date loan.

	None of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G certificates will be entitled to any distributions of principal.

	The Class R and Class LR 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 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 accompanying 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, Class R and 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, Class X-C, Class X-D, Class X-E, Class X-F or Class X-G certificates, although mortgage loan losses that reduce the certificate balance of a class of certificates or trust component comprising a component of the notional balance of any of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F or Class X-G certificates will reduce the notional balances of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F or Class X-G certificates, as applicable, and, therefore, the amount of interest those classes accrue.



	(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, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G certificates are interest-only certificates.

	(3)	Distributions of principal and interest and allocations of mortgage loan losses to the Class A-M trust component will be made pro rata to the Class A-M certificates and the Class PEZ certificates in proportion to their respective percentage interests in the Class A-M trust component. Distributions of principal and interest and allocations of mortgage loan losses to the Class B trust component will be made pro rata to the Class B certificates and the Class PEZ certificates in proportion to their respective percentage interests in the Class B trust component. Distributions of principal and interest and allocations of mortgage loan losses to the Class C trust component will be made pro rata to the Class C certificates and the Class PEZ certificates in proportion to their respective percentage interests in the Class C trust component. See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

		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 Strip) 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 amounts 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 Harwood Center Loan Combination—Advancing”, “—The 80 and 90 Maiden Lane Loan Combination—Advancing” and “—The Beverly Connection 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 any mortgage loan (or serviced loan combination) or to protect, manage and maintain each related mortgaged property. Any determination by the special servicer that an advance proposed to be made is non-recoverable will be conclusive and binding on the master servicer, subject to the terms of the pooling and servicing agreement related to this transaction.

			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 be subject to a determination of non-recoverability. The trustee will be entitled to conclusively rely on the determination of non-recoverability made by either 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 a servicer of a related companion loan if such companion loan has been securitized in a securitization rated by one or more nationally recognized statistical rating organizations and such servicer is an “approved servicer” by the rating agency rating the related offered certificates.

		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.

		Each non-serviced mortgage loan will be subject to provisions of the 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 a non-serviced 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. 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.