Unassociated Document

Mortgaged Property Name(1)	Mortgaged Property Cut- off Date Balance	Percentage (%) of the Initial Pool Balance by Allocated Loan Amount	Expiration of Franchise Agreement	Maturity Date
DoubleTree San Diego	$36,653,165	2.7%	3/31/2030	4/6/2025
Holiday Inn Manhattan View	$20,863,257	1.5%	1/1/2019	1/6/2020
DoubleTree Norwalk	$20,154,587	1.5%	5/31/2023	3/6/2020
Residence Inn Phoenix	$7,466,205	0.5%	6/30/2023	2/6/2025
Holiday Inn Express Cool Springs	$7,456,453	0.5%	1/31/2022	2/6/2025
Holiday Inn Express - Poughkeepsie	$7,440,882	0.5%	7/24/2025	4/6/2025
Hampton Inn Titusville	$6,483,730	0.5%	3/31/2030	3/6/2025
Hampton Inn Terre Haute	$6,450,000	0.5%	3/31/2030	4/6/2020
Holiday Inn Express Pauls Valley	$6,000,000	0.4%	5/15/2029	5/6/2025
Country Inn & Suites Sioux Falls, SD	$4,471,839	0.3%	3/31/2025	4/6/2025
Hampton Inn Marshall	$4,300,000	0.3%	3/31/2030	5/6/2025
La Quinta Inn & Suites Blue Springs	$3,893,607	0.3%	6/25/2028(2)	4/6/2025
Comfort Suites at the University Conway, SC	$3,587,707	0.3%	1/5/2025	3/6/2025

(1)	The Courtyard by Marriott Portfolio mortgage loan is owned by Courtyard Management Corporation, an affiliate of Marriott International, Inc., and no franchise agreement is in place.

(2)	The franchisor can terminate the franchise agreement for any reason in June 2018 and June 2023 upon twelve (12) months prior written notice to the related borrower.

No assurance can be given that such agreements will be renewed. In addition, no assurance can be given that a franchise or management agreement will not be terminated for any other reason during the term of the related mortgage loan or that the issuing entity would be able to renew a franchise or management agreement or obtain a new franchise or management agreement following termination of the agreement, including with respect to any in place at the time of foreclosure.

Some hospitality properties however, may not be subject to franchise agreements, and therefore may not be required to maintain certain standards and satisfy certain criteria that are typically required by a franchisor or a hotel chain. For example, in the case of the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as Maui Coast Hotel, representing approximately 4.1% of the outstanding pool balance as of the cut-off date, the mortgaged property is not affiliated with a national brand. Accordingly, they may lack the benefits of a strong franchise or brand affiliation.

Retail Properties Have Special Risks

There are 46 retail properties, securing approximately 10.6% of the outstanding pool balance as of the cut-off date (by allocated loan amount). For a list of the top five tenants (by net rentable area), see Annex A-1 to this free writing prospectus. The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics. The correlation between success of tenant business and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.

Certain retail properties may have other non-retail types of tenants including office and medical office tenants. For risks related to office tenants, see “—Office Properties Have Special Risks” in this free writing prospectus.

The Presence or Absence of an “Anchor Tenant” May Adversely Affect the Economic Performance of a Retail Property. Whether a retail property is “anchored,” “shadow anchored” or “unanchored” is also an important consideration. The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important, because anchors play a key role in generating customer traffic and making a center desirable for other tenants. An “anchor tenant” is usually proportionately larger in size than most other tenants in the mortgaged property, is vital in attracting customers to a retail property and is located on the related mortgaged property. Many of the retail properties securing one or more of the mortgage loans also have shadow anchor tenants. A “shadow anchor tenant” is usually

proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but not on the mortgaged property. The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

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an anchor tenant’s or shadow anchor tenant’s failure to renew its lease or termination of an anchor tenant’s or shadow anchor tenant’s lease;

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if the anchor tenant or shadow anchor tenant owns its own site, a decision to vacate;

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the bankruptcy or economic decline of an anchor tenant, shadow anchor tenant or self-owned anchor; or

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the cessation of the business of an anchor tenant, a shadow anchor tenant or of a self-owned anchor (notwithstanding its continued payment of rent).

Although a shadow anchor that owns its own parcel does not pay rent, it generally is required to pay a contribution toward common area maintenance under a reciprocal easement or similar agreement. However, there can be no assurance that a shadow anchor will satisfy its obligations under any such agreement.

Forty-one (41) of the retail mortgaged properties, representing approximately 8.5% of the outstanding pool balance as of the cut-off date (by allocated loan amount), are retail properties that are considered by the applicable sponsor to have an “anchor tenant” or are leased to a single tenant. For identification of retail properties with a single tenant, see Annex A-1 to this free writing prospectus.

In certain instances with respect to the mortgaged properties, anchor tenant leases may expire during the term of the related mortgage loan. We cannot assure you that if anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or remain vacant, such anchor tenants or shadow anchor tenants, as applicable, would be replaced in a timely manner or, if part of the collateral for the related mortgage loan, without incurring material additional costs to the related borrower and resulting in adverse economic effects. In addition, an anchor tenant or shadow anchor tenant lease that expires near or shortly following the maturity date of a mortgage loan may make it more difficult for the borrower to obtain refinancing of the related mortgage loan and may thereby jeopardize repayment of the mortgage loan.

In addition, various anchor parcels and/or anchor improvements at a mortgaged property may be owned by the anchor tenant (or an affiliate of the anchor tenant) or by a third party and therefore not be part of the related mortgaged property and the related borrower may not receive rental income from such anchor tenant.

Retail properties that have shadow anchor stores often have reciprocal easement and operating agreements (each, an “REA”) between the retail property owner and such shadow anchors that contain certain operating and maintenance covenants.

Anchor tenants that lease their stores often have operating covenants as well. Such operating covenants may be provided for in the anchor tenant lease or in the REA, if any, affecting the mortgaged property. Anchor tenants that have no operating covenants or whose covenants have expired previously or will expire during the terms of the related mortgage loan (as is the case with several retail tenants at mortgaged properties securing mortgage loans in the mortgage pool) are or will not be contractually obligated to operate their stores at the applicable mortgaged property. Retail mortgaged properties that secure mortgage loans in the pool have tenants that are permitted to cease operations at the related mortgaged property prior to lease termination (i.e., “go dark”), provided such tenant continues to pay rent.

Tenant leases and REAs at retail mortgaged properties may have co-tenancy clauses which permit the applicable tenants to abate the rent payable, cease operating and/or terminate their leases if certain

other tenants (in particular, anchor tenants) cease operations at the related mortgaged property and/or if a specified percentage of the stores at the related mortgaged property are not occupied and operating and also have certain other termination rights related to sales targets. Certain of the operating covenants with respect to the retail mortgaged properties may have expired or will expire prior to the maturity date of the related mortgage loan. We cannot assure you that operating covenants will be obtained in the future for these or any of the tenants.

Certain anchor tenant and tenant estoppels obtained in connection with the origination of the mortgage loans identify disputes between the related borrower and the applicable tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or REA. Such disputes, defaults or potential defaults, could lead to a set off of rent, to a termination or attempted termination of the applicable lease or REA by the tenant or to litigation against the related borrower. There can be no assurance that the identified tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay their portion of the mortgage loan. In addition, there can be no assurance that the tenant estoppels obtained identify all potential disputes that may arise with tenants.

Current Levels of Property Income May Not Be Maintained Due to Varying Tenant Occupancy. Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. Certain tenants at the retail mortgaged properties may be paying rent but are not yet in occupancy or have signed leases but have not yet started paying rent and/or are not yet in occupancy.

Certain tenants currently may be in a rent abatement period. There can be no assurance that such tenants will be in a position to pay full rent when the abatement period expires. Risks applicable to anchor tenants (such as bankruptcy, failure to renew leases, early terminations of leases and vacancies) also apply to other tenants. We cannot assure you that the rate of occupancy at the stores will remain at the current levels or that the net operating income contributed by the mortgaged properties will remain at its current or past levels.

Competition May Adversely Affect the Performance of a Retail Property. Retail properties also face competition from sources outside a given real estate market. For example, all of the following compete with more traditional retail properties for consumer business:

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factory outlet centers;

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discount shopping centers and clubs;

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video shopping networks;

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catalogue retailers;

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home shopping networks;

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direct mail;

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internet websites; and

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telemarketers.

Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the mortgage pool, as well as the income from, and market value of, the mortgaged properties. Moreover, additional competing retail properties have been and may in the future be built in the areas where the retail properties are located. Such competition could adversely affect the performance of the related mortgage loan and adversely affect distributions to certificateholders.

In addition, although renovations and expansion at a mortgaged property will generally enhance the value of the mortgaged property over time, in the short term, construction and renovation work at a mortgaged property may negatively impact net operating income as customers may be deterred from shopping at or near a construction site.

Manufactured Housing Community Properties Have Special Risks

There are 10 manufactured housing community properties, securing approximately 4.3% of the outstanding pool balance as of the cut-off date (by allocated loan amount). Mortgage loans secured by liens on manufactured housing community properties pose risks not associated with mortgage loans secured by liens on other types of income producing real estate.

The successful operation of a manufactured housing property may depend upon the number of other competing residential developments in the local market, such as:

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other manufactured housing community properties;

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apartment buildings; and

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site built single family homes.

Other factors may also include:

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the physical attributes of the community, including its age and appearance;

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the location of the manufactured housing property;

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the ability of management to provide adequate maintenance and insurance;

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the type of services or amenities it provides;

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the property’s reputation;

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restrictions on the age of tenants that may reside at the property;

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state and local regulations, including rent control and rent stabilization;

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the location of the property; and

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changes in the neighborhood over time or increased crime in the neighborhood).

For example, with respect to the mortgaged property identified on Annex A-1 to this free writing prospectus as Lakeshore-Holiday Plaza MHC, which secures a Mortgage Loan representing approximately 1.1% of the outstanding pool balance as of the cut-off date, the murder of a resident occurred in March 2014 in connection with a robbery at the mortgaged property. In response to the incident, property management has installed security cameras in common areas and local police presence has increased. Crime forecasting models indicate that that the area immediately surrounding the property has an average likelihood of a crime occurring compared to the national average, but that the area within a 3 mile radius has almost four times the average likelihood of a crime occurring compared to the national average. From 2012 through December 2014, occupancy remained steady at approximately 93%. Current occupancy is 98.9%.

Some of the manufactured housing community mortgaged properties securing mortgage loans in the issuing entity have a material number of leased homes that are currently owned by the related borrower or an affiliate thereof and rented by the respective tenants like apartments. In circumstances where the leased homes are owned by an affiliate of the borrower, the related pads may, in some cases, be subject to a master lease with that affiliate. In such cases, the tenants will tend to be more transient and less tied

to the property than if they owned their own home. Such leased homes do not, in all (or, possibly, in any) such cases, constitute collateral for the related mortgage loan. Some of the leased homes that are not collateral for the related mortgage loan may be rented on a lease-to-own basis.

Some of the manufactured housing community mortgaged properties securing the mortgage loans are not connected to public water and sewer systems. In such cases, the borrower could incur a substantial expense if it were required to connect the property to such systems in the future. In addition, the use of well water and/or septic systems or private sewage treatment facilities enhances the likelihood that the property could be adversely affected by a recognized environmental condition that impacts soil and groundwater.

Some of the manufactured housing community mortgaged properties require that residents be 55 years of age or older, thereby limiting the potential tenant pool. The manufactured housing community properties are “special purpose” properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

Mixed Use Properties Have Special Risks

There are 4 mixed use properties, securing approximately 3.5% of the outstanding pool balance as of the cut-off date (by allocated loan amount). Each of these mixed use properties contains two or more of the following property types: retail, office or multifamily. To the extent a mixed use property has retail or office components, such mortgaged property is subject to the risks relating to the property types described in “—Retail Properties Have Special Risks”, “—Office Properties Have Special Risks” and “—Multifamily Properties Have Special Risks.” See Annex A-1 to this free writing prospectus for the 5 largest office and/or retail tenants (by net rentable area leased) at each of the mixed use properties. A mixed use property may be subject to additional risks, including the property manager’s inexperience in managing the different property types that comprise such mixed use property.

Self Storage Properties Have Special Risks

There are 28 self storage properties, securing approximately 3.3% of the outstanding pool balance as of the cut-off date (by allocated loan amount). Various factors may adversely affect the value and successful operation of a self storage property.

Self storage facilities are considered vulnerable to competition, because both acquisition and development costs and break-even occupancy are relatively low. The conversion of self storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self storage properties becomes unprofitable due to:

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decreased demand;

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competition;

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lack of proximity to apartment complexes or commercial users;

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apartment tenants moving to single-family homes;

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decline in services rendered, including security;

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dependence on business activity ancillary to renting units;

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security concerns;

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age of improvements; or

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other factors;

so that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that self storage property may be substantially less, relative to the amount owing on the mortgage loan, than if the self storage property were readily adaptable to other uses.

Tenant privacy, anonymity and efficient and/or unsupervised access may heighten environmental risks (although lease agreements generally prohibit users from storing hazardous substance in the units). No environmental assessment of a mortgaged property included an inspection of the contents of the self storage units included in the self storage properties and there is no assurance that all of the units included in the self storage properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

Industrial Properties Have Special Risks

There are 4 industrial properties, securing approximately 2.7% of the outstanding pool balance as of the cut-off date (by allocated loan amount). Significant factors determining the value of industrial properties are:

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the quality of tenants;

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reduced demand for industrial space because of a decline in a particular industry segment;

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the property becoming functionally obsolete;

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building design and adaptability;

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unavailability of labor sources;

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changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;

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changes in proximity of supply sources;

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the expenses of converting a previously adapted space to general use; and

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the location of the property.

Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties often are dependent on a single or a few tenants.

Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (for example, a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to re-let to another tenant or may become functionally obsolete relative to newer properties. Furthermore, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. In addition, industrial properties are often more prone to environmental concerns due to the nature of items being stored or type of work conducted at the property.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are generally desirable to an industrial property include high, clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, minimum large truck turning radii and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers

and accessibility to rail lines, major roadways and other distribution channels. Because of the construction utilized in connection with certain industrial facilities, it might be difficult or costly to convert such a facility to an alternative use.

Further, certain of the industrial properties may have tenants that are subject to risks unique to their business, such as cold storage facilities. Cold storage facilities may have unique risks such as short lease terms due to seasonal use, making income potentially more volatile than for properties with longer term leases, and customized refrigeration design, rendering such facilities less readily convertible to alternative uses. Because of seasonal use, leases at such facilities are customarily for shorter terms, making income potentially more volatile than for properties with longer term leases. In addition, such facilities require customized refrigeration design, rendering them less readily convertible to alternative uses.

Certain of the industrial properties may contain warehouse spaces. Properties with warehouse space may be adversely affected by reduced demand for such space occasioned by a decline in need for warehouse space by a particular industry segment that had been leasing or typically leases such spaces. Also, warehouse space that was built to suit the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties.

Further, certain of the industrial properties may be occupied by tenants that utilize a portion of the mortgaged property as medical offices, some of which may perform out-patient medical procedures. See “—Office Properties Have Special Risks” in this free writing prospectus for information regarding medical office tenants.

Leased Fee Properties Entail Risks that May Adversely Affect Payments on Your Certificates

Land subject to a ground lease presents special risks. In such cases, where the borrower owns the fee interest but not the related improvements, such borrower will only receive the rental income from the ground lease and not from the operation of any related improvements. Any default by the ground lessee would adversely affect the borrower’s ability to make payments on the related mortgage loan. While ground leases may contain certain restrictions on the use and operation of the related mortgaged property, the ground lessee generally enjoys the rights and privileges of a fee owner, including the right to construct, alter and remove improvements and fixtures from the land and to assign and sublet the ground leasehold interest. However, the borrower has the same risk of interruptions in cash flow if such ground lessee defaults under its lease as it would on another single tenant commercial property, without the control over the premises that it would ordinarily have as landlord. In addition, in the event of a condemnation, the borrower would only be entitled to an allocable share of the condemnation proceeds. Furthermore, the insurance requirements are often governed by the terms of the ground lease. The ground lessee is commonly permitted to mortgage its ground leasehold interest, and the leasehold lender will often have notice and cure rights with respect to material defaults under the ground lease. In addition, leased fee interests are less frequently purchased and sold than other interest in commercial real property. It may be difficult for the issuing entity, if it became a foreclosing lender, to sell the fee interests if the tenant and its improvements remain on the land. In addition, if the improvements are nearing the end of their useful life, there could be a risk that the tenant defaults in lieu of performing any obligations it may otherwise have to raze the structure and return the land in raw form to the developer. Furthermore, leased fee interests are generally subject to the same risks associated with the property type of the ground lessee’s use of the premises because that use is a source of revenue for the payment of ground rent.

Risks of Co-Tenancy and Other Early Termination Provisions in Retail and Office Leases

Retail, office, mixed use and industrial properties may have tenants with leases that give tenants the right to terminate the related lease or abate or reduce rent for various reasons or upon various conditions, including (i) if the borrower for the applicable mortgaged property allows uses at the mortgaged property in violation of use restrictions in current tenant leases, (ii) if the borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in

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violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces, (iv) if there is construction at or otherwise affecting access to or parking on the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility or a tenant’s use of or access to or parking upon the mortgaged property, (v) upon casualty or condemnation with respect to all or a portion of the mortgaged property above a certain threshold or that interferes with a tenant’s use of or access to such mortgaged property or that otherwise renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain time, (vi) if a tenant’s use is not permitted by zoning or applicable law, (vii) if a tenant is unable to exercise expansion rights, (viii) if utilities or other essential services are not provided to the subject space for a specified period, or (ix) if the landlord defaults on its obligations under the lease. In each identified instance the borrower may have interests adverse to the mortgagee, and we cannot assure you that the borrower will not violate those restrictions if it feels that such violation may otherwise benefit it or its affiliates to do so, even where such action is to the detriment of the mortgaged property.

In addition, it is common for non-anchor tenants at anchored or shadow-anchored retail centers to have the right to terminate their leases or abate or reduce rent if the anchor or shadow anchor tenant goes dark. In addition, an anchor tenant may have a similar co-tenancy provision in its lease based on the continued operations of another anchor tenant. Even if tenant leases do not include provisions granting such termination or rent abatement rights, because the anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants, we cannot assure you that any loss of an anchor tenant will not have a material adverse impact on the non-anchor tenants’ ability to operate, which may in turn adversely impact the borrower’s ability to meet its obligations under the related mortgage loan documents. If an anchor tenant goes dark, generally the borrower’s only remedy is to terminate that lease after the anchor tenant has been dark for a specified amount of time.

Further, certain of the tenant leases for the mortgaged properties may permit the related tenant to terminate its lease and/or abate or reduce rent contingent upon changes in the tenant’s business, as may be specified in its lease. For example, with respect to the mortgaged property identified on Annex A-1 to this free writing prospectus as 100 Middle Street, which secures a mortgage loan representing approximately 2.3% of the outstanding pool balance as of the cut-off date, the largest tenant, BSSN, representing 29.4% of the net rentable area, has a termination option, in the event the tenant’s number of full-time practicing attorneys decreases below 54 for 120 consecutive business days, upon at least six months’ notice and provided that the tenant is not in default.

Certain of the tenant leases for the mortgaged properties permit the related tenant to terminate its lease and/or abate or reduce rent if the tenant fails to meet certain sales targets or other business objectives for a specified period of time. We cannot assure you that all or any of these tenants will meet the sales targets or business objectives required to avoid any termination and/or abatement rights.

In addition, certain of the tenant leases for the mortgaged properties may permit the affected tenants to terminate their leases and/or abate or reduce rent if a certain number of other tenants, and/or other tenants occupying a specified percentage of the total space, cease to operate at the applicable mortgaged property. Further, certain of the tenant leases for the other mortgaged properties may permit affected tenants to terminate their leases if a tenant at an adjacent or nearby property terminates its lease or goes dark.

In addition, certain of the tenant leases for the mortgaged properties may permit the affected tenants to terminate their leases or abate rent prior to the stated lease expiration date for no reason after a specified period of time following commencement of the lease and/or solely upon notice to the landlord.

See “—Risks Related to Tenants—Certain Additional Risks Related to Tenants” in this free writing prospectus.

Any exercise of the foregoing termination rights could result in vacant space at the related mortgaged property, renegotiation of the lease with the related tenant or re-letting of the space. We cannot assure you that any vacated space could or would be re-let. Furthermore, we cannot assure you that the

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foregoing termination and/or abatement rights will not arise in the future or materially adversely affect the related borrower’s ability to meet its obligations under the related mortgage loan documents. See “—Risks Related to Tenants—Certain Additional Risks Related to Tenants” in this free writing prospectus.

Condominium Properties Have Special Risks

In the case of 6 of the mortgaged properties, representing approximately 10.4% of the outstanding pool balance as of the cut-off date (by allocated loan amount), the related mortgage loans are secured, in whole or in part, by the related borrower’s fee simple ownership interest in one or more condominium units.

The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws. Generally, the consent of a majority of the board members is required for any actions of the condominium board and a unit owner’s ability to control decisions of the board are generally related to the number of units owned by such owner as a percentage of the total number of units in the condominium. In certain cases, the related borrower does not have a majority of votes on the condominium board. The borrower may control the appointment and voting of the condominium board or the condominium owners may not be permitted to take actions or cause the condominium association to take actions that would affect the borrower’s unit without the borrower’s consent. For example, with respect to the top 20 mortgage loans, the related borrower does not have a majority of votes on the condominium board:

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With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle, which secures a mortgage loan representing approximately 6.6% of the outstanding pool balance as of the cut-off date, the borrower owns 20 units in a 21 unit office and retail condominium. The other unit is owned by Y&R, which is also the largest tenant at the mortgaged property, occupying approximately 30.3% of the net rentable square footage at the mortgaged property (in addition to its owned unit). The borrower owns a 71.9927% undivided interest in the common elements of the condominium and appoints two of the three members of the Board of Managers of the condominium association.

Even if a borrower or its designated board members, either through control of the appointment and voting of sufficient members of the related condominium board or by virtue of other provisions in the related condominium documents, has consent rights over actions by the related condominium associations or owners, we cannot assure you that the related condominium board will not take actions that would materially adversely affect the related borrower’s unit.

The condominium board is generally responsible for administration of the affairs of the condominium, including providing for maintenance and repair of common areas, adopting rules and regulations regarding common areas, and obtaining insurance and repairing and restoring the common areas of the property after a casualty. Notwithstanding the insurance and casualty provisions of the related mortgage loan documents, the condominium board may have the right to control the use of casualty proceeds. In addition, the condominium board generally has the right to assess individual unit owners for their share of expenses related to the operation and maintenance of the common elements. In the event that an owner of another unit fails to pay its allocated assessments, the related borrower may be required to pay such assessments in order to properly maintain and operate the common elements of the property. Although the condominium board generally may obtain a lien against any unit owner for common expenses that are not paid, such lien generally is extinguished if a lender takes possession pursuant to a foreclosure. Each unit owner is responsible for maintenance of its respective unit and retains essential operational control over its unit.

Certain condominium declarations and/or local laws provide for the withdrawal of a property from a condominium structure under certain circumstances. For example, the New York Condominium Act provides for a withdrawal of the property from a condominium structure by vote of 80% of unit owners. If the condominium is terminated, the building will be subject to an action for partition by any unit owner or lienor as if owned in common. This could cause an early and unanticipated prepayment of the mortgage

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loan. There can be no assurance the proceeds from partition will be sufficient to satisfy borrower’s obligations under the mortgage loan.

Due to the nature of condominiums and a borrower’s ownership interest therein, a default on a mortgage loan secured by the borrower’s interest in one or more condominium units may not allow the related lender the same flexibility in realizing upon the underlying real property as is generally available with respect to non-condominium properties. The rights of any other unit owners, the governing documents of the owners’ association and state and local laws applicable to condominiums must be considered and respected. Consequently, servicing and realizing upon such collateral could subject the issuing entity to greater expense and risk than servicing and realizing upon collateral for other mortgage loans that are not condominiums.

Risks Related to Construction, Development, Redevelopment, Renovation and Repairs at Mortgaged Properties

Certain of the mortgaged properties are currently undergoing, or are expected to undergo in the future, material construction, development, redevelopment, renovation or repairs. For example, with respect to a mortgaged property that currently or is expected to undergo material construction, development, redevelopment, renovation or repairs and is a mortgaged property that (i) secures a mortgage loan that is one of the top 20 mortgage loans or (ii) where such related costs are anticipated to be more than 10% of the related mortgage loan cut-off date balance:

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, the mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard Phoenix North Metrocenter, Courtyard Denver Stapleton, Courtyard Atlanta Gwinnett Mall and Courtyard Dallas Richardson at Spring Valley were undergoing renovations. As of March 24, 2015, the estimated remaining costs to complete the renovations was approximately $2.1 million.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as DoubleTree San Diego, which secures a Mortgage Loan representing approximately 2.7% of the outstanding pool balance as of the cut-off date, the related borrower reserved $2,402,139 at origination of the loan in order to complete a property improvement plan as required by the franchise agreement. The property improvement plan is required to be completed within 12-36 months from origination of the Mortgage Loan.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Holiday Inn Express - Poughkeepsie, which secures a Mortgage Loan representing approximately 0.5% of the outstanding pool balance as of the cut-off date, the related borrower reserved $2,600,000 at origination of the loan in order to complete a property improvement plan as required by the franchise agreement. The property improvement plan is required to be completed within 12 months from origination of the Mortgage Loan.

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

If the related borrower or tenant fails to pay the costs for work completed or material delivered in connection with such ongoing construction, redevelopment, renovation or repairs, the related mortgaged property may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan. The existence of construction or renovation at a mortgaged property may make such

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mortgaged property less attractive to tenants or their customers or other users and, accordingly, could have a negative impact on net operating income.

Furthermore, in the event of a foreclosure on any mortgaged property following a default on a related mortgage loan, the special servicer will generally retain an independent contractor to operate the mortgaged property. Among other things, the independent contractor generally will not be able to perform construction work, other than repair, maintenance or certain types of tenant build-outs, unless the construction was more than 10% completed when default on the mortgage loan becomes imminent. In addition, financing will generally be required to complete any such construction work, the availability of which may be particularly limited due to the issuing entity’s inability to incur debt. The inability to complete such construction work may result in lower cash flows and less liquidation proceeds to the issuing entity than if such construction were able to be completed.

Competition May Adversely Affect the Performance of the Mortgaged Property

Borrowers, affiliates of borrowers, and property managers of mortgaged properties may currently own, and in the future property managers of mortgaged properties and affiliates of borrowers may develop or acquire, additional properties and lease space in other properties in the same market areas where the mortgaged properties are located. Property managers at the related mortgaged properties also may manage competing properties, including, without limitation, properties that may be situated near or even adjacent to the mortgaged properties. None of the property managers or any other party has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to, or near, the mortgaged properties.

Options and Other Purchase Rights May Affect Value or Hinder Recovery with Respect to the Mortgaged Properties

With respect to certain mortgage loans, one or more tenants or another person (or the related mortgaged property may be subject to) may have a purchase option, a right of first refusal or right of first offer in the event a sale is contemplated, a right of first refusal to purchase a leasehold interest in the premises if the sale of the borrower’s leasehold interest is contemplated or an option to purchase all or a portion of the related mortgaged property and/or various similar rights.

For example:

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In the case of the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, with respect to three of the mortgaged properties subject to a ground lease (the mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard Charlotte South Park, Courtyard Philadelphia Devon and Courtyard Norwalk), the respective ground lessors have the option, upon a default by the borrower under the applicable leasehold mortgage or any other event that would permit the lender to accelerate the mortgage loan, to purchase the related mortgaged property at a price equal to the greater of the fair market value of such mortgaged property or the amount of the mortgage loan allocated to such mortgaged property. With respect to four of the mortgaged properties subject to a ground lease (the mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard San Jose Cupertino, Courtyard Norwalk, Courtyard Tampa Westshore and Courtyard Philadelphia Devon) the respective ground lessors have rights of first refusal in the event of a contemplated sale or lease of the mortgaged properties by the landlord. The ground lessors will have, respectively, 30, 60, 20 and 90 days after the receipt of written notice of such intention from the landlord to purchase or lease the mortgaged property at the same price or rent and upon the same terms and conditions as those the landlord offered or was offered. Such rights will not apply in connection with the granting of a mortgage, a foreclosure or deed-in-lieu of foreclosure. In addition, with respect to the mortgaged property identified on Annex A-1 to this free writing prospectus as Courtyard Ft. Lauderdale Plantation, the declarant under a declaration recorded against the mortgaged property, Lincoln Property Company 1315,

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Ltd., has the right to purchase such mortgaged property for its then appraised value if hotel operations at the property cease for 60 consecutive days (other than due to casualty, condemnation or renovation). In each such case, in the event the purchase option is exercised, the borrower is required to pay to the lender the difference, if any, between the amount required to obtain a release of the related mortgaged property under the mortgage loan documents and the amount paid by the purchaser.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Waltonwood Twelve Oaks, which secures a mortgage loan representing approximately 1.8% of the outstanding pool balance as of the cut-off date, pursuant to recorded declarations and easements, an affiliate of Taubman Realty (“Taubman Affiliate”) has a right of first refusal in the event the owner of the mortgaged property elects to transfer such mortgaged property. The Taubman Affiliate has 60 days to accept, reject or counter-offer, the latter of which extends the period for another 60 days. The owner is not permitted to offer to transfer the mortgaged property to any other party during such extended period and if the parties cannot reach an agreement, the owner may sell the mortgaged property provided that if the transfer occurs within two years of the Taubman Affiliate offer or counter-offer, the sale price must be at least 85% of the Taubman Affiliate’s last counter-offer price or the Taubman Affiliate must approve such sale price. Such right does not apply in the event of a public foreclosure sale.

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In the case of the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Wexford Portfolio, which secures a mortgage loan representing approximately 1.6% of the outstanding pool balance as of the cut-off date, each property is subject to the Tenant Opportunity to Purchase Act, which requires that the tenants be given a right of first refusal to purchase the entire mortgaged property should the borrower desire to transfer it (directly or indirectly through the membership interests in the borrower).

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as 525 Park Avenue, which secures a Mortgage Loan representing approximately 1.3% of the outstanding pool balance as of the cut-off date, the condominium association at the mortgaged property has a right of first refusal upon a sale of the premises by the borrower. Such right of first refusal does not apply in the event the lender acquires the mortgaged property by foreclosure or deed-in-lieu of foreclosure.

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In the case of the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Walgreens Portfolio, which secures a mortgage loan representing approximately 1.2% of the outstanding pool balance as of the cut-off date, each tenant has a right of first refusal to purchase their respective mortgaged property within 30 days of its receipt of notice of a third party’s bona fide offer to purchase such mortgaged property. The right of first refusal will not apply to sale of such mortgaged property via foreclosure or deed-in-lieu of foreclosure. In addition, the mortgaged property identified on Annex A-1 to this free writing prospectus as Walgreens – Michigan City, is subject to a common area agreement which provides that the owner of the shopping center (i) has a purchase option in the event that the Walgreens premises is “razed and removed” and the land cleared and paved, and the borrower fails to commence reconstruction within 12 months of such casualty and (ii) has a right of first offer to purchase the mortgaged property, which right does not apply to a sale of the mortgaged property via foreclosure or deed-in-lieu of foreclosure. The owner of the shopping center may purchase the mortgaged property for an amount equal to the greater of (i) $1,208,000 and (ii) the fair market value of the mortgaged property. In the event the purchase price does not equal 125% of the allocated loan amount for the mortgaged property, the amount of such deficiency is recourse to the guarantor. The tenant’s right of first refusal is subordinate to the rights of the owner in the event the owner’s purchase option is triggered.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Lakeshore - Holiday Plaza MHC, which secures a Mortgage Loan representing approximately 1.1% of the outstanding pool balance as of the cut-off date, Florida Statute (F.S. 723.071) confers

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a right of first refusal to MHC homeowners’ association. The right of first refusal is not extinguished by foreclosure; however, the right of first refusal does not apply to foreclosure or deed in lieu.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Hollywood Self Storage, which secures a Mortgage Loan representing approximately 0.6% of the outstanding pool balance as of the cut-off date, with respect to one of the three constituent properties (the Martinez property, having an allocated loan amount of $1,196,850), the tenant (American Towers, Inc.) has a right of first refusal in connection with the sale of such constituent property. The right of first refusal is not extinguished by a foreclosure or deed-in-lieu thereof. If there were a foreclosure or deed-in-lieu and the tenant exercised its right of first refusal, the borrower is obligated to pay the allocated loan amount for the Martinez property in connection with the property’s release. The borrower and joinder party have recourse liability equal to such allocated loan amount for their failure to do so.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Residence Inn Phoenix, which secures a mortgage loan representing approximately 0.5% of the outstanding pool balance as of the cut-off date, the franchisor, Marriott International, Inc., has a right to purchase or lease the mortgaged property at the same price or rent and upon the same terms and conditions in the event the owner of the mortgaged property intends to sell or lease the mortgaged property to a competitor or affiliate of a competitor. Such purchase option will apply in the event the transfer to a competitor is by foreclosure, judicial or legal process.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as IAA Brighton, which secures a Mortgage Loan representing approximately 0.5% of the outstanding pool balance as of the cut-off date, if (i) the sole tenant receives a notice from the appropriate governmental entity that the zoning at the mortgaged property is changing, (ii) such change might interfere with its operations, (iii) the borrower is unsuccessful in opposing the same and (iv) the changes prohibit the sole tenant from operating its primary business, the tenant can elect to purchase the mortgaged property. The borrower will be required to provide notice to lender of the exercise of such right and is required to pay lender all proceeds in connection with such election in accordance with the loan documents. Any deficiency between proceeds from the sale and the loan amount is recourse to the borrower and the non-recourse carveout guarantor.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Ridge Plaza Shopping Center, which secures a Mortgage Loan representing approximately 0.4% of the outstanding pool balance as of the cut-off date, with respect to the second largest tenant, Wawa, Inc., representing 15.5% of the net rentable area at the mortgaged property, if the borrower seeks to offer the premises for sale, the borrower is required to first offer such premises to the tenant upon the same terms and conditions as the third party offer. If the premises is not a separately subdivided parcel or condominium unit, tenant’s right of first offer applies to the mortgaged property. Such right is subordinate to the mortgage and is not applicable in a foreclosure sale, transfer by deed-in-lieu of foreclosure or similar transfer of the mortgaged property.

These rights, which may not be subordinated to the related mortgage, may impede the lender’s ability to sell the related mortgaged property at foreclosure or after acquiring the mortgaged property pursuant to foreclosure, or adversely affect the value and/or marketability of the related mortgaged property. Additionally, the exercise of a purchase option may result in the related mortgage loan being prepaid during a period when voluntary prepayments are otherwise prohibited.

The Sellers of the Mortgage Loans Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans

In the event of the bankruptcy or insolvency of any mortgage loan seller, it is possible the issuing entity’s right to payment from or ownership of the mortgage loans transferred by such mortgage loan

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seller could be challenged, and if such challenge were successful, delays or reductions in payments on your certificates could occur.

Based upon an opinion of counsel that the conveyance of the applicable mortgage loans to the depositor would generally be respected in the event of the bankruptcy or insolvency of the related mortgage loan seller, which opinion will be subject to various assumptions and qualifications, the depositor believes that such a challenge will be unsuccessful, but there can be no assurance that a bankruptcy trustee, if applicable, or other interested party will not attempt to assert such a position. Even if actions seeking such results were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates

Certain Environmental Laws May Negatively Impact a Borrower’s Ability To Repay a Mortgage Loan. Various environmental laws may make a current or previous owner or operator of real property liable for the costs of removal, remediation or containment of hazardous or toxic substances on, under, in, or emanating from that property. Those laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of the hazardous or toxic substances. For example, certain laws impose liability for release of asbestos containing materials into the air or require the removal or containment of the asbestos containing materials; polychlorinated biphenyls in hydraulic or electrical equipment are regulated as hazardous or toxic substances; and the U.S. Environmental Protection Agency has identified health risks associated with elevated radon gas levels in buildings. In some states, contamination of a property may give rise to a lien on the property for payment of the costs of addressing the condition. This lien may have priority over the lien of a pre-existing mortgage. Additionally, third parties may seek recovery from owners or operators of real properties for personal injury or property damages associated with exposure to hazardous or toxic substances related to the properties.

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 offsite locations where that person’s hazardous substances were disposed. Additionally, third parties may seek recovery from owners or operators of real properties for personal injury or property damages associated with exposure to hazardous or toxic substances related to the properties.

Federal law requires owners of certain residential housing constructed prior to 1978 to disclose to potential residents or purchasers any condition on the property that causes exposure to lead-based paint. Contracts for the purchase and sale of an interest in residential housing constructed prior to 1978 must contain a “Lead Warning Statement” that informs the purchaser of the potential hazards to pregnant women and young children associated with exposure to lead-based paint. The ingestion of lead-based paint chips and/or the inhalation of dust particles from lead-based paint by children can cause permanent injury, even at low levels of exposure. Property owners may be held liable for injuries to their tenants resulting from exposure to lead-based paint under common law and various state and local laws and regulations that impose affirmative obligations on property owners of residential housing containing lead-based paint.

The presence of hazardous or toxic substances also may adversely affect the owner’s ability to refinance the property or to sell the property to a third party. The presence of, or strong potential for contamination by, hazardous substances consequently can have a materially adverse effect on the value of the mortgaged property and a borrower’s ability to repay its mortgage loan.

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In addition, under certain circumstances, a lender (such as the issuing entity) could be liable for the costs of responding to an environmental hazard. See “Certain Legal Aspects of Mortgage Loans—Environmental Considerations” in the prospectus.

A Borrower May Be Required To Take Remedial Steps with Respect to Environmental Hazards at a Property. In certain cases where the environmental consultant recommended that action be taken in respect of a materially adverse or potentially material adverse environmental condition at the related mortgaged property:

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an environmental consultant investigated those conditions and recommended no further investigations or remedial action;

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a responsible third party was identified as being responsible for the remedial action; or

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the related originator of the subject mortgage loan generally required the related borrower to:

(a) take investigative and/or remedial action;

(b) carry out an operation and maintenance plan or other specific remedial action measures post-closing and/or to establish an escrow reserve in an amount sufficient for effecting that plan and/or the remedial action;

(c) monitor the environmental condition and/or to carry out additional testing, in the manner and within the time frame specified by the environmental consultant;

(d) obtain or seek a letter from the applicable regulatory authority stating that no further action was required;

(e) obtain environmental insurance or provide an indemnity or guaranty from an individual or an entity (which may include the loan sponsor); or

(f) the circumstance or condition has been remediated in all material respects.

See “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates—Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates” and “Certain Legal Aspects of Mortgage Loans—Environmental Considerations” in the prospectus.

Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition

The mortgage loan sellers have represented to the depositor that all of the mortgaged properties have had an environmental site assessment within the 10 months preceding the origination date of the related mortgage loan. The mortgage loan sellers have represented to the depositor that to the extent a Phase II environmental site assessment was recommended, such Phase II was conducted or other measures were taken, such as obtaining a lender’s environmental insurance policy. See “Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments” in this free writing prospectus.

There can be no assurance that any environmental site assessment, study or review or Phase I and/or Phase II sampling revealed all possible environmental hazards or that all environmental matters that were revealed were or will be remediated or otherwise adequately addressed. The environmental assessments relating to certain of the mortgage loans revealed the existence of various current and historical recognized environmental conditions, including: (i) the existence of friable or non-friable asbestos-containing materials, mold, lead-based paint, lead in drinking water, radon gas, leaking aboveground and/or underground storage tanks; (ii) the current or historical use as a dry cleaning operation, gas station, auto/truck repair operation, manufacturing facility, photo development operation, asphalt plant, oil company, and/or storage facility for large quantities of waste chemicals, fertilizers,

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pesticides, fuels and/or other regulated materials; and (iii) the presence of polychlorinated biphenyl contamination, soil and/or ground water contamination (or potential contamination) from onsite and/or off-site sources, elevated soil vapor concentrations, historic existence of natural gas wells or other material environmental conditions. In some cases, particularly with respect to multifamily and manufactured housing community mortgaged properties, a property owner must disclose an environmental condition to potential tenants which may deter them from leasing the subject space. The environmental assessments relating to certain of the mortgage loans may have revealed that the related mortgaged property was located in or near a superfund site. For information regarding environmental site assessments at the mortgaged properties, see “Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments” below.

The mortgage loan sellers have informed us of the following potential environmental concerns:

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as IAA Brighton, which secures a mortgage loan representing approximately 0.5% of the outstanding pool balance as of the cut-off date, the Phase I environmental site assessment (the “ESA”) found an off-site recognized environmental condition due to groundwater contamination from the adjacent upgradient petroleum bulk storage facility. Remediation and monitoring are ongoing under oversight of the state of Colorado and a responsible party has been named. In addition, the ESA recommended that any remaining groundwater monitoring wells on the mortgaged property be properly decommissioned and the 1,000 gallon aboveground storage tank be registered on the Colorado registered tanks database. Pursuant to the related loan documents, the borrower has covenanted to use commercially reasonable efforts to, or cause the sole tenant to, property decommission any groundwater monitoring wells and register the aboveground storage tank. The lender is named as an additional insured on the borrower’s environmental insurance policy and the lender and the borrower are required to be named as additional insureds in the tenant’s environmental insurance policy under the terms of the tenant’s lease.

With respect to the mortgaged properties identified in the bullets below, the related borrower obtained a lender’s environmental insurance policy in lieu of obtaining a Phase II Environmental Site Assessment or providing an indemnity or guaranty from a sponsor in connection with the breach of environmental covenants in the related mortgage loan documents or in connection with a potential environmental concern:

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Sherman Plaza, which secures a mortgage loan representing approximately 3.6% of the outstanding pool balance as of the cut-off date, the related Phase I environmental site assessment (“ESA”) recommended, in connection with the identification of a former dry cleaner operation at the mortgaged property, a Phase II environmental assessment. The borrower obtained an environmental insurance policy that provides coverage up to $3,000,000, in the aggregate, through March 20, 2025 plus an additional three years after the mortgage loan maturity date. Policy premiums have been paid in full.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Lake Arrowhead Village, representing approximately 2.4% of the outstanding pool balance as of the cut-off date, the related Phase I ESA recommended additional review of documents in connection with a former dry cleaner operation at the mortgaged property and also in connection with reported underground storage tanks at the mortgaged property. The borrower obtained an environmental insurance policy and endorsement that provides coverage up to $3,000,000 in the aggregate through March 6, 2025 (plus three additional years after the mortgage loan maturity date). Policy premiums have been paid in full.

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In the case of the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as ART Florida & Ohio MF Portfolio II, representing approximately 1.8% of the outstanding pool balance as of the cut-off date, the borrower obtained an environmental insurance policy for the mortgaged properties identified as Woodlands and Annhurst that provides

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coverage up to $3,000,000 in the aggregate through March 25, 2025 (plus three additional years after the mortgage loan maturity date). Policy premiums have been paid in full.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Equus Business Center, which secures a mortgage loan representing approximately 1.3% of the outstanding pool balance as of the cut-off date, the related Phase I ESA recommended a Phase II environmental assessment in connection with the identification of a former dry cleaner operation at the mortgaged property. The borrower obtained an environmental insurance policy that provides coverage up to $3,000,000 in the aggregate through April 2, 2025, plus an additional three years after the mortgage loan maturity date. Policy premiums have been paid in full.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Preston Plano Parkway, which secures a mortgage loan representing approximately 0.8% of the outstanding pool balance as of the cut-off date, environmental insurance was obtained in lieu of the borrower or sponsor providing an environmental indemnity. Such policy provides coverage up to $5,000,000, in the aggregate, through March 12, 2022. Policy premiums have been paid in full.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as HomeGoods Thousand Oaks, which secures a mortgage loan representing approximately 0.4% of the outstanding pool balance as of the cut-off date, the related Phase I ESA recommended a Phase II environmental assessment in connection with a former dry cleaner operation at an upgrade site adjacent to the mortgaged property. The borrower obtained an environmental insurance policy that provides coverage up to $3,000,000 in the aggregate through April 9, 2025, plus an additional three years after the mortgage loan maturity date. Policy premiums have been paid in full.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Deere Road Industrial Park, which secures a mortgage loan representing approximately 0.3% of the outstanding pool balance as of the cut-off date, the related Phase I ESA recommended a Phase II environmental assessment in connection with three pad-mounted transformers and the detection of PCBs in the soil around the transformers. The borrower obtained an environmental insurance policy that provides coverage up to $2,000,000 in the aggregate through March 13, 2028. Policy premiums have been paid in full.

There can be no assurance that the reserve amounts will be sufficient to obtain “no further action” status, remediate any environmental conditions or to clean up the related mortgaged property.

There can be no assurance that the policy amounts will be sufficient to remediate any environmental hazards or to clean up the related mortgaged property.

For more information regarding environmental considerations, see “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates—Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates” and “Certain Legal Aspects of Mortgage Loans—Environmental Considerations” in the prospectus.

The pooling and servicing agreement requires that the special servicer obtain an environmental site assessment of a mortgaged property prior to acquiring title to the mortgaged property on behalf of the issuing entity or assuming its operation. Such requirement may effectively preclude realization of the security for the related note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the issuing entity will become liable under any environmental law. However, there can be no assurance that the requirements of the pooling and servicing agreement will effectively insulate the issuing entity from potential liability under environmental laws. See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans” in this free writing prospectus and “Certain Legal Aspects of Mortgage Loans—Environmental Considerations” in the prospectus.

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

All of the mortgage loans are non-amortizing or partially amortizing balloon loans or loans that provide incentives for the borrower to repay the loan by the maturity date or anticipated repayment date. Accordingly, all of the mortgage loans provide for substantial payments of principal to be due at their respective stated maturities or anticipated repayment dates, as applicable, and all of the mortgage loans that amortize have amortization schedules that are significantly longer than their respective terms. Some of the mortgage loans provide for interest-only debt service payments for all or part 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, as applicable, 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 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 with substantial remaining principal balances at their stated maturity date or anticipated repayment date involve greater risk than fully amortizing mortgage loans. This is because the borrower may be unable to repay the mortgage loan at that time. In addition, fully-amortizing mortgage loans which may pay interest on an “actual/360” basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity.

Balloon loans involve a greater risk to the lender than amortizing loans because a borrower’s ability to repay a balloon mortgage loan on its stated maturity date or anticipated repayment date typically will depend upon its ability either to refinance the mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to effect a refinancing or sale will be affected by a number of factors as described in “Risk Factors—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” in the prospectus.

Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment on the maturity date or anticipated repayment date that would otherwise be distributable on your certificates will likely extend the weighted average life of your certificates.

The recent credit crisis and recent economic downturn resulted in tightened lending standards and a substantial reduction in capital available to refinance commercial mortgage loans at maturity or anticipated repayment date. These factors increased the risk that refinancing may not be available for commercial mortgage loans. We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date. In addition, we cannot assure you that each borrower with an initial interest-only period will have the ability to make amortizing payments following the expiration of the initial interest-only period.

With respect to any loan with an anticipated repayment date, although the related borrower may have certain incentives to do so, the failure of such borrower to pay the loan in full on its anticipated repayment date will not be an event of default under the loan documents.

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

See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this free writing prospectus. See “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to

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Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates—Mortgage Loans With Balloon Payments Have a Greater Risk of Default” in the prospectus.

Risks Relating to Borrower Organization or Structure

With respect to the mortgage loan borrowers that are characterized as single purpose entities, in most cases, the mortgage loan documents generally contain covenants customarily employed to ensure that a borrower is a single purpose entity. However, in many cases the borrowers are not required to observe all covenants that are typically required in order for them to be viewed under standard rating agency criteria as “special purpose entities.” In most cases, the borrowers’ organizational documents or the terms of the mortgage loan documents typically limit their activities to the ownership of only the related mortgaged property or properties and limit the borrowers’ ability to incur additional indebtedness. 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. However, we cannot assure you that the related borrowers will comply with these requirements. In certain cases, the borrower is not a single purpose entity subject to such covenants. Also, although a borrower may currently be characterized as a single purpose entity, such a borrower may have previously owned property other than (or otherwise engaged in activities unrelated to) the related mortgaged property and/or may not have observed all covenants and conditions which typically are required to view a borrower as a “single purpose entity.” There can be no assurance that circumstances that arose when the borrower did not observe the required covenants will not impact the borrower or the related mortgaged property. In addition, many of the borrowers and their owners do not have an independent director whose consent would be required to file a voluntary bankruptcy petition on behalf of such borrower. One of the purposes of an independent director of the borrower (or of a special purpose entity having an interest in the borrower) is to avoid a bankruptcy petition filing which is intended solely to benefit an affiliate and is not justified by the borrower’s own economic circumstances. Borrowers (and any special purpose entity having an interest in any such borrowers) that do not have an independent director may be more likely to file a voluntary bankruptcy petition and therefore less likely to repay the related mortgage loan. Many of the mortgage loans with original principal balances below $25 million do not require the related borrowers to currently have independent directors. The bankruptcy of a borrower, or the general partner or the managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. See “Risk Factors—The Borrower’s Form of Entity May Not Prevent the Borrower’s Bankruptcy” in the prospectus.

In certain cases, a borrower may have a fund in its organizational structure, which fund has been organized to survive for a limited term. With respect to the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, certain upper-tier entities of the mortgage loan sponsor, CBM Joint Venture Limited Partnership, have wind-up dates in 2024 and 2025, unless otherwise extended.

Tenancies in Common May Hinder Recovery

Six (6) mortgage loans, representing approximately 11.5% of the outstanding pool balance as of the cut-off date, each have borrowers that own the related mortgaged property as tenants-in-common.

In a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property. If such tenant-in-common borrower desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant-in-common borrower has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant-in-common proportionally. As a result, if a tenant-in-common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenant-in-common borrowers could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court will be

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reinstated), a material impairment in the property management and a substantial decrease in the amount recoverable upon the related mortgage loan. If a tenant-in-common borrower waived its right to partition, there can be no assurance that, if challenged, this waiver would be enforceable.

Risks Related to Additional Debt

The mortgage loans generally prohibit the borrower from incurring any additional debt secured by the mortgaged property without the consent of the lender. Generally, none of the depositor, the mortgage loan sellers, the underwriters, the master servicer, the special servicer, the certificate administrator, the operating advisor or the trustee have made any investigations, searches or inquiries to determine the existence or status of any subordinate secured financing with respect to any of the mortgaged properties at any time following origination of the related mortgage loan. However, the mortgage loan sellers have informed us that they are aware of the actual or potential additional debt secured by a mortgaged property with respect to the mortgage loans described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing” in this free writing prospectus.

The mortgage loans generally prohibit the borrower from incurring future unsecured debt that is not incurred in the ordinary course of business without the consent of the lender. However, in general, any borrower that does not meet the single-purpose entity criteria may not be prohibited from incurring additional debt. This additional debt may be secured by other property owned by such borrower. Certain of these borrowers may have already incurred additional debt. Also, in certain cases, co-mortgagors have executed the mortgage in order to encumber adjoining property or related property interests. Such co-mortgagors may not be special purpose entities, and in such cases could have obligations, debt and activities unrelated to the mortgaged property. In addition, the mortgage loan sellers have informed us that they are aware of actual or potential unsecured debt with respect to the mortgage loans described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing.”

Although the mortgage loans generally restrict the transfer or pledging of controlling general partnership and managing member interests in a borrower subject to certain exceptions, the terms of some mortgage loans permit, subject to certain limitations, among others, the transfer or pledge of (i) passive equity interests, such as limited partnership and non-managing membership interests in the related borrower, and/or (ii) less than a certain specified portion of the general partnership and managing membership interests in a borrower. In addition, in general, the parent entity of any borrower that does not meet single purpose entity criteria may not be restricted in any way from incurring mezzanine debt secured by pledges of their equity interests in such borrower. In addition, the mortgage loan sellers have informed us that they are aware of existing or potential mezzanine debt with respect to the mortgage loans described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing.”

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

Although the terms of the mortgage loans generally prohibit additional debt of the borrowers and debt secured by direct or indirect ownership interests in the borrowers, except as described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing,” it has not been confirmed whether or not any of the borrowers has incurred additional secured or unsecured debt, or has permitted encumbrances on the direct or indirect ownership interests in such borrowers. There can be no assurance that the borrowers have complied with the restrictions on indebtedness contained in the related mortgage loan documents.

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When a borrower (or its constituent members) also has one or more other outstanding loans (even if subordinated, mezzanine or unsecured loans), the issuing entity is subjected to additional risk. The borrower may have difficulty servicing and repaying multiple loans. The existence of another loan generally makes it more difficult for the borrower to obtain refinancing of the mortgage loan and may thereby jeopardize repayment of the mortgage loan. Moreover, the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and in some cases, the debt service coverage ratio (based on the combined mortgage loan and other debt) may be less than 1.0x. In addition, the current and any future mezzanine lender may have cure rights with respect to the related mortgage loan, certain consent rights regarding, among other things, modifications of the related mortgage loan, certain consent rights regarding, among other things, annual budgets, leases and alterations with respect to the related mortgaged property and/or an option to purchase the mortgage loan after a default or transfer to special servicing pursuant to an intercreditor agreement. The option to purchase the mortgage loan may cause an early prepayment of the related mortgage loan.

Additionally, if the borrower (or its constituent members) defaults on the mortgage loan and/or any other loan, actions taken by other lenders could impair the security available to the issuing entity. If a junior lender files an involuntary petition for bankruptcy against the borrower (or the borrower files a voluntary petition to stay enforcement by a junior lender), the issuing entity’s ability to foreclose on the property would be automatically stayed, and principal and interest payments might not be made during the course of the bankruptcy case. The bankruptcy of another lender also may operate to stay foreclosure by the issuing entity. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus.

Furthermore, if another mortgage loan secured by the mortgaged property is in default, the other lender may foreclose on the mortgaged property or, in the case of a mezzanine loan, the related mezzanine lender may foreclose on its equity collateral or exercise its purchase rights, in each case, absent an agreement to the contrary, thereby causing a delay in payments, a change in control of the borrower and/or an involuntary repayment of the mortgage loan prior to its maturity date or its anticipated repayment date, as applicable. The issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure proceedings or related litigation. In cases where the issuing entity is a party to any co-lender, intercreditor or similar agreement in connection with the additional debt described above, some provisions contained in that co-lender, intercreditor or similar agreement restricting another lender’s actions may not be enforceable by the trustee on behalf of the issuing entity. If, in the event of the related borrower’s bankruptcy, a court refuses to enforce certain restrictions against another lender, such as provisions whereby such other lender has agreed not to take direct actions with respect to the related debt, including any actions relating to the bankruptcy of the related borrower, or not to vote the lender’s claim with respect to a bankruptcy proceeding, there could be a resulting impairment and/or delay in the trustee’s ability to recover with respect to the related borrower.

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 sale of the real property owned by that borrower, as well as the commencement or continuation of a foreclosure action or any deficiency judgment proceedings. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the 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 the mortgaged property. This action would make the lender a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may:

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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 the 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 junior lien. Additionally, the borrower, as debtor-in-possession, or its bankruptcy trustee, has certain 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 trustee’s ability to enforce any lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the lender’s 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.

As a result of the foregoing, the trustee’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.

Certain of the mortgage loans may have a loan sponsor that has filed for bankruptcy protection more than ten years ago. In all cases of which we are aware, the entity that was in bankruptcy has emerged from bankruptcy, although such entity may have emerged from bankruptcy within the last ten years. Certain of the mortgage loans may have had a loan sponsor that filed (or a loan sponsor that caused an entity under its control to file) for bankruptcy protection within the last ten years. See “—Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” below. We cannot assure you that, with respect to a loan sponsor that has filed (or has caused an entity under its control to file) for bankruptcy in the past, such loan sponsor will not be more likely than other loan sponsors to utilize their rights in bankruptcy in the event of any threatened action by the lender to enforce its rights under the related mortgage loan documents. Nor can we assure you that the bankruptcies of loan sponsors have in all cases been disclosed to us.

Risks Related to Loan Sponsor Guaranties

Although the mortgage loans are considered to be non-recourse, some of the mortgage loans provide for recourse to a person or entity other than the borrower for certain carve-outs to the non-recourse provisions, such as fraud or other bad acts, among other things. In addition, in connection with the origination of certain mortgage loans, a borrower may have been permitted to provide a guaranty from its parent or loan sponsor in lieu of funding a reserve or providing an irrevocable letter of credit. In addition, such individuals and entities are not restricted from filing for bankruptcy protection.

A loan sponsor on a guaranty in lieu of reserves will typically be an individual or operating entity; as such, it is capable of incurring liabilities, whether intentionally (such as incurring other debt) or unintentionally (such as being named in a lawsuit). In addition, such individuals and entities are not restricted from filing for bankruptcy protection. A loan sponsor on a guaranty may be a guarantor of obligations other than related to the mortgage loan. As such, the net worth of a guarantor may be significantly reduced over time. It should also be noted that in most cases, the net worth of a guarantor is less than (and in most cases, significantly less than) the balance of the mortgage loan. Notwithstanding any net worth requirements that may be contained in a guaranty, there can be no assurance that the net worth requirements are adequate to satisfy guaranteed risks. Furthermore, there can be no assurance that a loan sponsor or guarantor will be willing or financially able to satisfy guaranteed obligations. For example, in the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Marquis Apartments, representing approximately 0.3% of the outstanding pool balance as of the cut-off date, the guarantor holds equity in the related borrower as a member of such borrower. Such equity constitutes the sole assets of the guarantor. Pursuant to the guaranty, the guarantor deposited $1,000,000 in a reserve with the lender at the origination of the mortgage loan to secure the guarantor’s obligations under the related guaranty. The guarantor is permitted to substitute an acceptable letter of

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credit for the $1,000,000. See “—Risks Related to Litigation and Condemnation” below. In addition, certain mortgage loans do not have a non-recourse carveout guarantor. For example:

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In the case of the mortgaged properties identified on Annex A-1 to this free writing prospectus as Dollar General – Paynesville, Dollar General – Yorktown, Dollar General – St. Francis and Dollar General – Battle Lake, which secure Mortgage Loans representing approximately 0.1%, 0.1%, 0.1% and 0.1%, respectively, of the outstanding pool balance as of the cut-off date, each mortgage loan does not have a non-recourse carveout guarantor.

It is common for non-recourse mortgage loans to provide for certain carveouts to the non-recourse provisions, such as for fraud and other bad acts, among other things. Often, an individual or entity separate from the related borrower will provide a guaranty of payment with respect to the non-recourse carveouts. In some cases, however, the recourse liability will be limited to an amount significantly less than the outstanding principal balance of the related mortgage loan.

It should also be noted that many of the non-recourse carveout guarantors with respect to mortgage loans in the mortgage pool are also guarantors, including non-recourse carve-out guarantors, with respect to mortgage loans that are not included in the mortgage pool and may also be guarantors of mezzanine loans related to mortgage loans in the mortgage pool and/or other mezzanine loans.

Lack of Skillful Property Management Entails Risks

The successful operation of a real estate project depends upon the property manager’s performance and viability and will be a significant factor affecting the revenues, expenses and value of a mortgaged property. The property manager is generally 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.

Properties deriving revenues primarily from short term sources, such as hotels and self storage facilities, are generally more management intensive than properties leased to creditworthy tenants under long-term leases.

A good property manager, by controlling costs, providing appropriate service to tenants and seeing to the maintenance of improvements, can improve cash flow, reduce vacancy, leasing and repair costs and preserve the building’s 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.

A substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers. In some cases a mortgaged property may be “self-managed” by the related borrower. No representation or warranty can be made as to the skills or experience of any present or future managers. Many of the property managers are affiliated with the borrower and, in some cases, such property managers may not manage any other properties. Additionally, there can be no assurance that the related property manager will be in a financial condition to fulfill its management responsibilities throughout the terms of its respective management agreement. See also “—Risks Related to Conflicts of Interest—Conflicts Between Property Managers and the Borrowers” in this free writing prospectus.

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Risks of Inspections Relating to Property

With limited exception, licensed engineers or consultants inspected the mortgaged properties in connection with the origination of the mortgage loans to assess items such as structure, exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, there is no assurance that all conditions requiring repair or replacement were identified, or that any required repairs or replacements were effected. Any engineering report or site inspection represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items.

World Events and Natural (or Other) Disasters Could Have an Adverse Impact on the Mortgaged Properties and Could Reduce the Cash Flow Available To Make Payments on the Certificates

The world-wide economic crisis has had a material impact on general economic conditions, consumer confidence and market liquidity. The economic impact of the United States’ military operations in Afghanistan, Iraq and other parts of the world, as well as the possibility of any terrorist attacks domestically or abroad, is uncertain, but could have a material adverse effect on general economic conditions, consumer confidence, and market liquidity. We can give no assurance as to the effect of these events on consumer confidence and the performance of the mortgage loans held by the issuing entity. Any adverse impact resulting from these events would be borne by the holders of one or more classes of the certificates. In addition, natural disasters, including earthquakes, floods and hurricanes, and other disasters also may adversely affect the real properties securing the mortgage loans that back your certificates. For example, real properties located in California may be more susceptible to certain hazards (such as earthquakes or wildfires) than properties in other parts of the country and mortgaged properties located in coastal states generally may be more susceptible to hurricanes than properties in other parts of the country. Hurricanes and related windstorms, floods, tornadoes, mudslides, sinkholes and oil spills have caused extensive and catastrophic physical damage in and to coastal and inland areas located in the Gulf Coast region of the United States and certain other parts of the Atlantic coast of the United States. The underlying mortgage loans do not all require the maintenance of flood insurance for the related real properties. We cannot assure you that any damage caused by hurricanes, windstorms, floods, tornadoes, mudslides, sinkholes or other disasters would be covered by insurance.

Inadequate Property Insurance Coverage Could Have an Adverse Impact on the Mortgaged Properties

Certain Risks Are Not Covered under Standard Insurance Policies. In general (other than where the mortgage loan documents permit the borrower to rely on a tenant (including a ground tenant) or other third party (such as a condominium association, if applicable) to obtain the insurance coverage on self-insurance provided by a tenant or on a tenant’s agreement to rebuild or continue paying rent), the master servicer and special servicer 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 loan documents. See “Description of the Mortgage Pool—Certain Underwriting Matters—Property, Liability and Other Insurance” in this free writing prospectus. 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 certificates. See “The Pooling and Servicing Agreement—Insurance Policies” in this free writing prospectus.

Standard Insurance May Be Inadequate Even for Types of Losses That Are Insured Against. Even if a type of loss is covered by the insurance policies required to be in place at the mortgaged properties, 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 origination of the mortgage loan) 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.

There Is No Assurance That Required Insurance Will Be Maintained. There is no assurance that borrowers have maintained or will maintain the insurance required under the mortgage loan documents or that such insurance will be adequate.

Even if the mortgage loan documents specify that the related borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the master servicer or the special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, in accordance with the servicing standard and subject to the discussion under “The Pooling and Servicing Agreement—The Directing Holder” and “The Operating Advisor” in this free writing prospectus, that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the geographic region in which such

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mortgaged property is located (but only by reference to such insurance that has been obtained by such owners at current market rates) (such default, an “Acceptable Insurance Default”). Additionally, if the related borrower fails to maintain such terrorism insurance coverage, neither the applicable master servicer nor the special servicer will be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standard, that such terrorism insurance coverage is not available for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate. Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis. If this coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

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

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

Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties owned by the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties and including other properties owned, managed and/or franchised by the related property manager or its affiliates). In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover insurable risks at the related mortgaged property.

In some cases, the related borrower or property manager or its affiliate maintains one or more forms of insurance under blanket policies. For example, with respect to 161 mortgaged properties, which collectively represent approximately 70.1% of the outstanding pool balance as of the cut-off date (by allocated loan amount), certain insurance for the related mortgaged property (or, if applicable, some or all of the related mortgaged properties) is under a borrower’s or property manager’s or affiliate’s blanket insurance policy.

When a mortgaged property is insured pursuant to a blanket policy, there is a risk that casualties at other properties insured under the same blanket policy can exhaust the available coverage and reduce the amount available to be paid in connection with a casualty at the subject mortgaged property.

In some cases, and frequently in the case of leased fee properties and properties with a single tenant, a significant tenant, a credit-rated tenant or a tenant with a rated parent or the tenant at a leased fee parcel, the related mortgage loan documents permit the related borrower to rely on self-insurance or other agreements (such as an agreement to rebuild or just continue paying rent in the event of a casualty) provided by a tenant or an affiliate thereof in lieu of an insurance policy or the insurance requirements are solely governed by the terms of a related long-term lease. To the extent that insurance coverage relies on self-insurance, there is risk that the “insurer” will not be willing or have the financial ability to satisfy the claim when the loss occurs. In some cases, a tenant that is permitted to self insure may also be

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permitted during the last few years of the least term to terminate the lease and not restore the related mortgaged property in the event of a major casualty.

Availability of Terrorism Insurance

After the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, all forms of insurance were impacted, particularly from a cost and availability perspective, including comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans. To give time for private markets to develop a pricing mechanism for terrorism risk and to build capacity to absorb future losses that may occur due to terrorism, the Terrorism Risk Insurance Act of 2002 was enacted on November 26, 2002, establishing the “Terrorism Insurance Program.” The Terrorism Insurance Program was extended through December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA“) and was subsequently reauthorized on January 12, 2015 for a period of six years through December 31, 2020 pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA 2015“).

The Terrorism Insurance Program requires insurance carriers to provide terrorism coverage in their basic “all-risk” policies. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically void to the extent that it excluded losses that would otherwise be insured losses. Any state approval of those types of exclusions in force on November 26, 2002 is also void.

Under the Terrorism Insurance Program, the federal government shares in the risk of losses occurring within the United States resulting from acts committed in an effort to influence or coerce United States civilians or the United States government. The federal share of compensation for insured losses of an insurer equals 85% (subject to annual 1% decreases beginning in 2016 until such percentage equals 80%) of the portion of such insured losses that exceed a deductible equal to 20% of the value of the insurer’s direct earned premiums over the calendar year immediately preceding that program year. Federal compensation in any program year is capped at $100 billion (with insurers being liable for any amount that exceeds such cap), and no compensation is payable with respect to a terrorist act unless the aggregate industry losses relating to such act exceed $100 million (subject to annual $20 million increases beginning in 2016 until such threshold equals $200 million). The Terrorism Insurance Program does not cover nuclear, biological, chemical or radiological attacks. Unless a borrower obtains separate coverage for events that do not meet the thresholds or other requirements above, such events will not be covered.

If the Terrorism Insurance Program is not reenacted after its expiration in 2020, premiums for terrorism insurance coverage will likely increase and the terms of such insurance policies may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available). In addition, to the extent that any insurance policies contain “sunset clauses” (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon the expiration of the Terrorism Insurance Program. We cannot assure you that the Terrorism Insurance Program or any successor program will create any long term changes in the availability and cost of such insurance. To the extent that uninsured or underinsured casualty losses occur with respect to the Mortgaged Property, losses on the Mortgage Loan may result. In addition, the failure to maintain such terrorism insurance may constitute a default under the Mortgage Loan.

Under the terms of the Mortgage Loans, the Borrowers are required to obtain and maintain coverage in its property insurance policy (or by a separate policy) against loss or damage resulting from terrorist acts in an amount equal to 100% of the full replacement cost of the Mortgaged Property plus the rental loss and/or business income interruption insurance required under the Mortgage Loan Purchase Agreement; provided that such coverage is available. For so long as TRIPRA or a subsequent statute or extension thereof is in effect and continues to cover both foreign and domestic acts, the lender is required to accept terrorism insurance with coverage against acts which are “certified” within the meaning of TRIPRA. Notwithstanding the foregoing, with respect to any such stand-alone policy covering terrorist

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acts, in the event TRIPRA or a subsequent statute or extension thereof is no longer in effect, the Borrower will not be required to pay any premiums solely with respect to such terrorism coverage in excess of the “Terrorism Premium Cap”; provided that if the premiums payable with respect to such terrorism coverage exceeds the Terrorism Premium Cap, the Borrower is required to purchase a standalone terrorism insurance policy providing the maximum amount of coverage for acts of terrorism as is available with funds equal to the Terrorism Premium Cap (in which event the lender will have the right to determine the modifications of the deductible amounts, policy limits and other required policy terms to reduce the insurance premiums payable with respect to such stand-alone terrorism policy to the Terrorism Premium Cap). The “Terrorism Premium Cap“ is the amount equal to two times the amount of the insurance premium that is payable in respect of the Mortgaged Property and business interruption/rental loss insurance required under the Mortgage Loan Documents (without giving effect to the cost of terrorism components of such casualty and business interruption/rental loss insurance) at the time that such terrorism coverage is excluded from the applicable policy.

Certain Mortgage Loans Limit the Borrower’s Obligation To Obtain Terrorism Insurance. In addition, certain of the mortgage loans contain limitations on the borrower’s obligation to obtain terrorism insurance, such as (i) waiving the requirement that such borrowers maintain terrorism insurance in its entirety or only if such insurance is not available at commercially reasonable rates and/or if such insurance is not then being maintained for similarly situated properties in the area of the subject mortgaged property, or waiving such requirement altogether, (ii) providing that the related borrowers may not be required to spend in excess of a specified dollar amount in order to obtain such terrorism insurance, (iii) if such terrorism insurance is not available from a “Qualified Carrier,” permitting the related borrower to obtain such terrorism insurance from the highest rated insurance company providing such terrorism coverage, (iv) permitting the related borrower to rely on terrorism insurance obtained by, or on self-insurance provided by, a tenant, or (v) permitting the related borrower to rely on the insurance requirements contained in a related long-term lease. See “Description of the Mortgage Pool—Certain Underwriting Matters—Property, Liability and Other Insurance” in this free writing prospectus.

The various forms of insurance maintained with respect to any of the mortgaged properties, including property and casualty insurance, environmental insurance and earthquake insurance, may be provided under a blanket insurance policy, covering other real properties, some of which may not secure mortgage loans in the issuing entity. As a result of total limits under blanket policies, losses at other properties covered by the blanket insurance policy may reduce the amount of insurance coverage available with respect to a mortgaged property securing one of the mortgage loans in the issuing entity and the amounts available could be insufficient to cover insured risks at such mortgaged property.

With respect to certain of the mortgage loans that we intend to include in the issuing entity, the related mortgage loan documents generally provide that the borrowers are required to maintain comprehensive standard extended coverage casualty insurance but may not specify the nature of the specific risks required to be covered by these insurance policies.

With respect to certain of the mortgage loans, the standard extended coverage policy specifically excludes terrorism insurance from its coverage. In certain of those cases, the related borrower obtained supplemental terrorism insurance. In other cases, the lender did not require that terrorism insurance be maintained.

There Is No Assurance That Required Terrorism Insurance Will Be Maintained. Even if the mortgage loan documents specify that the related borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the master servicer or special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, in accordance with the servicing standard, that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonable rates (which determination, with respect to terrorism insurance, will be subject to consent of the directing holder (which is generally the holder of the majority interest of the most subordinate class then outstanding, as described under “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus) and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the geographic

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region in which such mortgaged property is located. Additionally, if the related borrower fails to maintain such insurance, neither the master servicer nor the special servicer will be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standard, that such insurance is not available for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate. Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis. If this coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

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

Appraisals and Market Studies Have Certain Limitations

An appraisal or other market analysis was conducted with respect to the mortgaged properties in connection with the origination or acquisition of the related mortgage loans. The resulting estimates of value are the bases of the cut-off date loan to value ratios referred to in this free writing prospectus. Those estimates represent the analysis and opinion of the person performing the appraisal or market analysis and are not guarantees of present or future values. There can be no assurance that another appraiser would not have arrived at a different evaluation, even if such appraiser used the same general approach to, and the same method of, appraising the mortgaged property. Moreover, the values of the mortgaged properties may have fluctuated significantly since the appraisal or market study was performed. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. In certain cases, appraisals may reflect “as-stabilized” values, reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. Information regarding the appraised values of mortgaged properties available to the depositor as of the cut-off date is presented in Annex A-1 to this free writing prospectus for illustrative purposes only. See “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus.

Increases in Real Estate Taxes Due to Termination of a PILOT Program or Other Tax Abatement Arrangements May Reduce Payments to Certificateholders

Certain of the mortgaged properties securing the mortgage loans have or may in the future have the benefit of reduced real estate taxes under a local government program of payment in lieu of taxes (often known as a “PILOT” program) or other tax abatement arrangements. Some of these programs or arrangements are scheduled to terminate or have significant tax increases prior to the maturity of the related mortgage loan, resulting in higher, and in some cases substantially higher, real estate tax obligations for the related borrower. An increase in real estate taxes may impact the ability of the borrower to pay debt service on the mortgage loans or refinance the mortgage loans at maturity. There are no assurances that any such program will continue for the duration of the related mortgage loan or would survive a mortgage loan foreclosure or deed in lieu of foreclosure. For example:

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as La Gran Plaza, which secures a mortgage loan representing approximately 1.9% of the outstanding pool balance as of the cut-off date, the City of Fort Worth awarded the mortgaged property an economic development grant ending in the 2028 tax year in lieu of a property tax abatement. In June of each grant payment year, the City of Fort Worth contributes an amount to the mortgaged property based on real estate tax and sales tax increases over the prior year. The consent agreement evidencing the City of Fort Worth’s approval of the collateral assignment of the such grant from the borrower to the lender is expected to be given on May 5, 2015. Until that

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time, $5,000,000 has been escrowed into the a reserve account and can only be disbursed to the borrower upon the lender’s receipt of the consent agreement of the City of Forth Worth.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Holiday Inn Manhattan View, representing approximately 1.5% of the outstanding pool balance as of the cut-off date, the mortgaged property benefits from a tax abatement provided by the Industrial and Commercial Incentive Program (“ICIP”) due to its qualification as a special commercial project. The ICIP waives 100% of property tax payments on the mortgaged property’s improvements through June 30, 2024. Thereafter, the abatements will decline in increments of 10% each year through June 30, 2034, upon which conclusion the mortgaged property will pay full tax payments.

Risks Related to Enforceability

All of the mortgages permit the lender to accelerate the debt upon default by the borrower. The courts of all states will enforce acceleration clauses in the event of a material payment default, subject in some cases to a right of the court to revoke such acceleration and reinstate the mortgage loan if a payment default is cured. 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.

Thus, a court may refuse to permit foreclosure or acceleration if a default is deemed immaterial or the exercise of those remedies would be unjust or unconscionable or if a material default is cured.

Risks Related to Enforceability of Prepayment Premiums, Yield Maintenance Charges and Defeasance Provisions

Provisions requiring yield maintenance charges, prepayment premiums and lock-out periods may not be enforceable in some states and under federal bankruptcy law. Those provisions for charges and premiums also may constitute interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium or to prohibit prepayments will be enforceable. There is no assurance that the foreclosure proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium. Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, there is no assurance that a court would not interpret those provisions as requiring a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable under applicable law, or usurious.

The Master Servicer or the Special Servicer May Experience Difficulty in Collecting Rents upon the Default and/or Bankruptcy of a Borrower

If a mortgaged property has tenants, the borrower typically assigns its income as landlord to the lender as further security (typically under an assignment of leases and rents), while retaining a license to collect rents as long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. In certain jurisdictions, these assignments are typically not perfected as security interests until the lender takes actual possession of the property’s cash flow. In some jurisdictions, the lender may not be entitled to collect rents until the lender takes possession of the mortgaged property and secures a judicial appointment of a receiver before becoming entitled to collect rents, in which case, the receiver, rather than the lender, would be entitled to collect the rents. A receiver generally may not be appointed as a matter of right, and appointment of a receiver may be delayed or subject to a court’s approval. In addition, as discussed above, if bankruptcy or similar proceedings are commenced by or for 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 the prospectus.

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Risks Related to Mortgage Loans Secured by Multiple Properties

Nine (9) mortgage loans, representing approximately 24.0% of the outstanding pool balance as of the cut-off date, are secured by more than one mortgaged property. These arrangements are designed primarily to ensure that all of the collateral pledged to secure a multi-property mortgage loan, and the cash ﬂows generated by such properties, are available to support debt service on, and ultimate repayment of, the aggregate indebtedness secured by such properties. This arrangement thus seeks to reduce the risk that the inability of one or more of the mortgaged properties securing any such mortgage loans to generate net operating income sufficient to pay debt service, or a decline in the value of one or more such mortgaged properties, will result in defaults and ultimate losses.

There may not be complete identity of ownership of the mortgaged properties securing a multi-property mortgage loan. Mortgage loans to co-borrowers or co-mortgagors secured by multiple properties or multiple parcels within a single mortgaged property could be challenged as a fraudulent conveyance by creditors of a borrower or mortgagor or by the representative of the bankruptcy estate of a borrower if a borrower or mortgagor were to become a debtor in a bankruptcy case. 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 property to be encumbered by a lien securing the entire indebtedness represented by the mortgage loan, receive fair consideration or reasonably equivalent value for pledging such property for the benefit of the other borrower.

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

Some of the multi-property mortgage loans are 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 or country, 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. Therefore, the lender would experience delay in exercising remedies with respect to multi-property mortgage loans secured by properties located in more than one state or jurisdiction.

In addition, the amount of the mortgage lien encumbering any particular one of the mortgaged properties securing a multi-property mortgage loan is in some cases less than the full amount of the related mortgage loan, generally to minimize mortgage recording tax. In these cases the mortgage may be limited to the allocated loan amount for the related mortgaged property or some other amount that is less than or equal to the appraised value of the mortgaged property at the time of origination. This would limit the extent to which proceeds from the mortgaged property would be available to offset declines in value of the other mortgaged properties securing the same mortgage loan.

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State Law Limitations Entail Certain Risks

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. 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 issuing entity’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable. In the case of a mortgage loan secured by multiple mortgaged properties located in multiple states, the special servicer may be required to foreclose first on mortgaged 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. As a result, the ability to realize upon the mortgage loans may be limited by the application of state laws and may delay or otherwise limit the ability to realize on defaulted mortgage loans. See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in the prospectus. Foreclosure actions may also, in certain circumstances, subject the issuing entity to liability as a “lender-in-possession” or result in the equitable subordination of the claims of the trustee to the claims of other creditors of the borrower. The special servicer may take these state laws into consideration in deciding which remedy to choose following a default by a borrower.

Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss

Nine (9) mortgaged properties, representing approximately 2.7% of the outstanding pool balance as of the cut-off date, are secured by a mortgage on (i) the borrower’s leasehold or subleasehold interest or interests, which may be a space lease or air rights lease, in the mortgaged property and not the related fee simple interest or (ii) the borrower’s leasehold interest or interests in a portion of the mortgaged property and the borrower’s or the related sponsor’s fee simple interest in the remainder of the mortgaged property. For the purpose of this free writing prospectus, a mortgaged property is not considered secured by a leasehold mortgage if the fee is also encumbered.

Below are examples of ground lease provisions that are not standard and that may expose investors to greater risks of default and loss than the typical provisions in more standard ground leases or ground lease estoppels. For example:

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With respect to the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, the mortgaged properties identified as Courtyard Philadelphia Devon, Courtyard Fresno and Courtyard Poughkeepsie are encumbered by ground leases that expire (including extension options exercisable by the borrower) on January 1, 2038, June 30, 2024 and December 29, 2033, respectively. No portion of the mortgage loan balance was allocated to these mortgaged properties and, in connection with a release, they were assigned released prices equal to 62.5% of the related appraised value at origination of the mortgage loan. With respect to the mortgaged property identified as Courtyard Fresno, the lender did not include any revenues generated from this mortgaged property in the underwritten net cash flow.

Mortgage loans secured in whole or in part by a lien on the leasehold estate of the borrower 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 interest were to be terminated upon a lease default or in connection with a lessor or lessee bankruptcy, the leasehold mortgagee would lose its security in such leasehold interest. Generally, the related ground lease requires the lessor to give the leasehold mortgagee notice of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to the leasehold mortgagee or the purchaser at a foreclosure sale, and may contain certain other provisions beneficial to a mortgagee.

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Upon the bankruptcy of a lessor or a lessee under a ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease), the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee generally has the right (pursuant to section 365(h) of the federal bankruptcy code) to remain in possession of its leased premises paying the rent required under the lease for the term of the 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 (although in certain cases a bankrupt lessor may obtain court approval to dispose of the related property free and clear of the lessee’s interest). 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 obligation to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus.

Other concerns:

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A ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease) may contain use restrictions that could adversely affect the ability of the related borrower to lease or sell the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.

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The ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease) may limit a leasehold mortgagee’s right to hold and/or control application of insurance and condemnation proceeds derived from the applicable mortgaged property. Such proceeds, if not applied to restoration, may first go to compensate losses of the fee owner.

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The terms of a ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease) may provide that the rent payable under the related ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease) increases during the term of the mortgage loan. These increases may adversely affect the cash flow and net income of the borrower from the mortgaged property.

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The terms of a ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease) may limit the circumstances under which a leasehold mortgagee may obtain a new ground lease following a termination of the ground lease with the related borrower. In addition, certain mortgaged properties rely on lease or licensing agreements with third parties which agreements are significant to the current operation of the mortgaged property and current cash flow. For example, certain hospitality properties may rely on restaurant or night club tenants at the hospitality property for hotel occupancy. See “Hospitality Properties Have Special Risks” above. In addition, certain mortgaged properties may have characteristics or be located in locations which the related borrower benefits from utilizing public or other space, which space may require the borrower to enter into a lease or licensing agreement for its use.

Potential Absence of Attornment Provisions Entails Risks

As described in the prospectus under “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates—Rights Against Tenants May Be Limited If Leases Are Not Subordinate to Mortgage or Do Not Contain Attornment Provisions,” there are risks related to the absence of attornment provisions. Not all leases or subleases were reviewed to ascertain the existence of attornment or subordination provisions. Accordingly, if a mortgaged property is located in a jurisdiction where an attornment provision is required to require the tenant to attorn and such mortgaged property is leased to one or more desirable

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tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if such tenants were paying above market rents or could not be replaced.

If a lease is not subordinate to a mortgage, the issuing entity will not have the right to dispossess the tenant upon foreclosure of the mortgaged property (unless it has otherwise agreed with the tenant). If the lease contains provisions inconsistent with the mortgage loan documents (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage. In the event such a lease provision takes precedence over the provisions of the mortgage, such provision may reduce the value of the mortgaged property and may negatively impact your certificates.

Risks Related to Zoning Laws

As described in the prospectus under “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates—If Mortgaged Properties Are Not in Compliance with Current Zoning Laws, Restoration Following a Casualty Loss May Be Limited,” there are risks related to zoning laws. 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. Violations may be known to exist at a particular mortgaged property, but, except as disclosed below, the related mortgage loan sellers have informed us that, to their knowledge, there are no violations that they consider to be material to the value of the related mortgaged property or that they consider would have a likely negative impact upon your certificates.

Certain of the mortgaged properties have or may have zoning violations or zoning restrictions based on current law related to use, floor area ratio, building separation, height, setbacks, parking or density. Many of these mortgaged properties have been determined to be (i) legal non-conforming structures, which would be required to be rebuilt in accordance with current zoning requirements if there is a casualty greater than a certain threshold percentage of the property, or (ii) legal non-conforming uses, which would no longer be permitted if there is a casualty greater than a certain threshold percentage of the property or if there is an abandonment of the legal non-conforming use for a requisite period. In some cases, the related borrower has obtained law and ordinance insurance to cover additional costs that result from rebuilding the mortgaged property in accordance with current zoning requirements. However, if as a result of the applicable zoning laws the rebuilt improvements are smaller or less attractive to tenants than the original improvements, or the prior use can no longer be continued, the resulting loss in income will generally not be covered by law and ordinance insurance.

If the current use of a mortgaged property is no longer permitted under current zoning rules, the borrower may have obtained zoning protection insurance, which insurance will generally reimburse the lender for the difference between (i) the mortgage loan balance on the date of damage loss to the mortgaged property from an insured peril and (ii) the total collectible insurance proceeds at the time of the damage to the mortgaged property if such mortgaged property cannot be rebuilt to its former use due to new zoning ordinances.

For example, with respect to the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as DFW / Raleigh Portfolio, which secures a mortgage loan representing approximately 7.0% of the outstanding pool balance as of the cut-off date, the mortgaged property identified as Copper Crossing Apartments is legal nonconforming as to density due to it having more than 25 units per acre. In the event of a casualty or damage that has restoration costs that exceed 50% or more of the value of the damaged building(s), the borrower will not be able to rebuild to the current 400 units unless the borrower obtains a conditional use permit. Law and ordinance insurance is not available

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to cover this non-conformity. There can be no assurance the borrower will be able to obtain a conditional use permit.

In addition, certain of the mortgaged properties may be subject to certain restrictions and/or operational requirements imposed pursuant to restrictive covenants, reciprocal easement agreements or operating agreements, historical landmark designations or zoning laws or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations especially in a situation where the mortgaged property does not represent the entire condominium building. For example:

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In the case of the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Wexford Portfolio, which secures a mortgage loan representing approximately 1.6% of the outstanding pool balance as of the cut-off date, the mortgaged property identified as Capital East Apartments is part of the Capitol Hill Historic District and is subject to the provisions of the Historic Landmark and Historic District Protection Act. Such mortgaged property is legal nonconforming as to use but due to its locations in the historic district, it will be permitted to rebuild as a multifamily use in the event of a casualty.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Broadway Central, which secures a Mortgage Loan representing approximately 0.6% of the outstanding pool balance as of the cut-off date, one of the buildings at the mortgaged property, 550 Broadway, is designated as a historical structure. Any building permits related to such building must be approved by the relevant preservation commission in accordance with the municipal code.

Such use restrictions could include, for example, limitations on the use or character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on borrowers’ rights to operate certain types of facilities within a prescribed radius. Furthermore, certain mortgaged properties may be located on or near wetlands, which may limit future construction or renovation activities at a mortgaged property. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting such borrower’s ability to fulfill its obligations under the related mortgage loan. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” and “—Condominium Properties Have Special Risks” in this free writing prospectus.

Risks Related to Litigation and Condemnation

There may be pending or threatened legal proceedings against the borrowers and managers of the mortgaged properties and their respective affiliates related to the business of or arising outside the ordinary business of the borrowers, managers and affiliates, which litigation or proceedings could cause a delay or inability in the related borrower’s or loan sponsor’s ability to meet its obligations under the related mortgage loan or otherwise in respect of the related mortgaged property or threaten a loan sponsor’s financial condition or control of the related borrower. Such litigation could have a material adverse effect upon the related mortgage loans and could cause a delay in the distributions on your certificates or a mortgage loan default. Therefore, we cannot assure you that this type of litigation will not have a material adverse effect on your certificates.

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From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing the mortgage loans. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generation from, the affected mortgaged property. Therefore, we cannot assure you that the occurrence of any condemnation will not have a negative impact upon distributions on your certificates.

Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance

Certain of the borrowers, principals of borrowers, guarantors, property managers and affiliates thereof are or have been a party to bankruptcy proceedings, mortgage loan defaults and restructurings, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past. For example, we are aware of the following loan sponsors and/or non-recourse carveout guarantors that are currently a party to bankruptcy proceedings, mortgage loan defaults and restructurings, discounted payoffs, foreclosure proceedings or deed in lieu of foreclosure transactions or, with respect to certain mortgage loans, were recently or are currently a party to some other material proceeding (including criminal proceedings):

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Waltonwood Twelve Oaks, representing approximately 1.8% of the outstanding pool balance as of the cut-off date, the borrower and guarantors under the mortgage loan, among others, were sued in 2013 by individuals and entities who held or hold minority interests in various companies with which the mortgaged property is affiliated and who were removed as members. The plaintiffs’ claims include oppression of minority ownership rights, breach of contract, breach of fiduciary duties and unjust enrichment. The plaintiffs seek injunctive relief and money damages. The parties agreed to arbitration in March 2015 and a discovery order has been filed. The borrower has represented that $125,000,000 is available from working capital held by defendants’ entities in the event there is a judgment in favor of the plaintiffs.

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With respect to the mortgage loan, secured by the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Walgreens Portfolio, representing approximately 1.2% of the outstanding pool balance as of the cut-off date, the sole member of each borrower entity is an operating partnership that is 99.9% owned by Cole Credit Property Trust IV, Inc. (the “Cole V REIT”), a non-traded real estate investment trust. The Cole V REIT is managed by Cole REIT Advisors IV, LLC, which is 100% indirectly owned by Cole Capital Advisors, Inc. (“Cole Advisors”). Cole Advisors is also the sole member of CREI Advisors, LLC, which is the property manager of such portfolio of mortgaged properties. Cole Advisors is 100% indirectly owned by American Realty Capital Properties, Inc. (“ARCP”). On September 30, 2014, ARCP and RCS Capital Corporation (“RCS Capital”) entered into an equity purchase agreement pursuant to which RCS Capital agreed to purchase all of ARCP’s outstanding equity interests in each of Cole Advisors and Cole Capital Partners, LLC (together with Cole Advisors, the “Cole Entities”). On October 29, 2014, ARCP issued a press release announcing that, based on preliminary findings of ARCP’s audit committee, the audit committee concluded that previously issued financial statements and other financial information contained in ARCP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2014 and June 30, 2014, and ARCP’s earnings releases and other financial communications for those periods should no longer be relied upon. According to ARCP’s press release, the audit committee investigation conducted to date has not uncovered errors in the consolidated financial statements (prepared in accordance with U.S. GAAP) for the three months ended March 31, 2014. However, based on preliminary findings, the audit committee does believe that ARCP incorrectly included certain amounts related to its non-controlling interests in the calculation of adjusted funds from operations (“AFFO”), a non-U.S. GAAP financial measure, for the three months ended March 31, 2014 and, as a result, overstated AFFO for this period. According to the press release, the audit committee believes that this error was identified but intentionally not corrected by the responsible individuals at ARCP, and other AFFO

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and financial statement errors were intentionally made, resulting in an overstatement of AFFO and an understatement of ARCP’s net loss for the three and six months ended June 30, 2014. As a result of these accounting irregularities, the chief financial officer and chief accounting officer resigned from ARCP. On October 29, 2014, the Wall Street Journal reported that the SEC had opened an inquiry into ARCP’s accounting irregularities, and on October 31, 2014, Reuters reported that the Federal Bureau of Investigation is conducting an investigation into the matter, along with prosecutors from U.S. Attorney Preet Bharara’s office in New York. In addition, on November 3, 2014, RCS Capital issued a press release announcing that it had terminated its definitive agreement to acquire the Cole Entities from ARCP. In December 2014, Nicholas Schorsh, co-founder of ARCP, resigned as chairman of the board of directors. In a March 2, 2015 Business Update, ARCP acknowledged pending investigations by the SEC, the Department of Justice and the Commonwealth of Massachusetts concerning accounting issues involving ARCP. We cannot assure you that these investigations will not have an adverse effect on Cole Advisors, which is the managing entity for the indirect owner of such portfolio of mortgaged properties, or on CREI Advisors, LLC, which is the property manager of such portfolio of mortgaged properties. On March 2, 2015, ARCP issued a press release announcing, among other things, the completion of its restatement and filing of amendments to its 2013 Annual Report on Form 10-K and first and second quarter 2014 Quarterly Reports on Form 10-Q and that ARC Properties Operating Partnership, L.P. has restated its previously issued financial statements.

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With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as Comfort Suites at the University Conway, SC, representing approximately 0.3% of the outstanding pool balance as of the cut-off date, the sole guarantor has a $951,899.55 deficiency judgment (the “Deficiency Judgment”) in connection with a construction loan and a development loan, each of which was secured by a tract of land and 6 townhomes located in South Carolina (the “Project”). In 2008, the guarantor agreed to become a partner in the Project but was unaware that various payments were already delinquent and that certain homes represented as sold actually had not been sold. The guarantor assumed the outstanding debt. The other investors walked away from the Project, leaving the guarantor as the sole guarantor for the outstanding debt. In 2011, the holder of the notes foreclosed on the Project. A judgment of foreclosure was issued in December 2013, the Project was sold in March 2014 and in June 2014, the Deficiency Judgment was issued against the guarantor and five other defendants. The guarantor is in settlement discussions related to the Deficiency Judgment. The mortgage loan requires that the guarantor maintain a net worth in excess of $3,600,000 and liquidity of $360,000.

In addition, we are aware of the following loan sponsors and/or non-recourse carveout guarantors that have been, or that have had interests in entities that were, a party to bankruptcy proceedings in the past 10 years:

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as DoubleTree San Diego, which secures a Mortgage Loan representing approximately 2.7% of the outstanding pool balance as of the cut-off date, Peter Dumon (“Dumon”), the husband of one of the sponsors, and his affiliated company, the Harp Group, were involved in the Chapter 11 bankruptcy filing of two affiliated owned properties securing non-performing mortgage loans in 2009. One of their subsidiaries emerged from bankruptcy in 2010 after the lenders confirmed a plan of reorganization. The other bankruptcy was litigated to the US Supreme Court, which denied the proposed plan of reorganization and, as of the Closing Date, the property subject to such bankruptcy (which property is unrelated to the Mortgaged Property) is expected to be in receivership. Additionally, Dumon filed Chapter 7 bankruptcy in 2010, which bankruptcy was subsequently discharged in 2011.

Other than as listed above, we are not aware of any borrower or principal of any borrower that has filed (or a sponsor that has caused an entity under its control to file) for bankruptcy protection within the last ten years. In some cases, this analysis is limited to equity owners that have at least a 20% or greater

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interest in the borrower due to the difficulty of confirming, in some instances, the identity of equity owners with a less than 20% interest in the related borrower.

In addition, we are aware of the following borrowers, loan sponsors, guarantors, property managers or affiliates thereof that have been involved in other material legal proceedings in the past:

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as La Gran Plaza, which secures a mortgage loan representing approximately 1.9% of the outstanding pool balance as of the cut-off date, in 2011, Capmark Bank foreclosed on an asset in Dallas owned by a partnership affiliated with the sponsor. The asset was encumbered by $5.8 million in debt. On June 7, 2011 the property was foreclosed on. On July 9, 2012 a partnership affiliated with the sponsor purchased the building for $2,850,000 from Capmark Bank.

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With respect to the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as ART Florida & Ohio MF Portfolio II, which secures a mortgage loan representing approximately 1.8% of the outstanding pool balance as of the cut-off date, the mortgaged properties were previously financed as part of a $1,050,000,000 loan secured by a 230 asset portfolio divided into three pools of which the ART Florida & Ohio MF Portfolio II mortgaged properties were securitized in the MLMT 2007-C1, MLMT 2007-C2 and MLCFC 2007-C8 transactions. In 2010 the portfolio was moved to special servicing. The current sponsor acquired the portfolio in October 2011, and in December 2011, restructured two of three pools (with an original principal balance of $715,000,000) into an A Note of $500,500,000 and a B Note of $214,500,000 and modified the related loan documents to permit individual property releases. In February 2013 both notes were removed from special servicing. In connection with the mortgage loan origination, the five ART Florida & Ohio MF Portfolio II mortgaged properties were released from the lien of the related prior mortgage and refinanced with the mortgage loan.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Portage Crossing Shopping Center, which secures a mortgage loan representing approximately 1.5% of the outstanding pool balance as of the cut-off date, the sponsor owns an indirect equity interest in the Shops of Fairlawn Delaware, LLC (“Shops”). Shops owns a 133,000 SF open air shopping center in Fairlawn, Ohio. The center was last financed in 2006 by Prudential which was securitized in MLMT 2006-C2 with an original loan amount of $21,440,203. By the end of 2009 a loan modification was consummated whereby the borrower paid down the loan by $2.0 million and provided a $3.0 million hope note to the lender subject to the next refinancing event in exchange for a forgiveness of $2.1 million of the mortgage balance.

In addition, in some cases, mortgaged properties securing certain of the mortgage loans previously secured other loans that were either in default at the time the related mortgage loan refinanced such defaulted loan or were restructured in connection with the refinancing of that prior loan with the related mortgage loan or the related mortgage loan was originated in connection with a discounted payoff, foreclosure or deed-in-lieu of foreclosure. For example:

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With respect to the mortgaged property identified on Annex A-1 to this free writing prospectus as Lake Arrowhead Village, which secures a mortgage loan representing approximately 2.4% of the outstanding pool balance as of the cut-off date, the mortgage loan refinanced a prior loan in full that was in maturity default at the time of the refinancing.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Holiday Inn Manhattan View, which secures a mortgage loan representing approximately 1.5% of the outstanding pool balance as of the cut-off date, three of the guarantors under the mortgage loan (the “Construction Loan Borrowers”) obtained a construction loan related to the building of the Mortgage Property. In 2010, the Construction Loan Borrowers obtained an extension of the construction loan and obtained another loan to pay interest under the construction loan. The lender under the prior loans initiated foreclosure proceedings in 2010 and in 2012 the Construction Loan Borrowers settled with the prior lender. In 2012, the Construction Loan

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Borrowers paid off the construction (and related) loans and obtained another loan secured by the Mortgaged Property (the “2012 Loan”). The proceeds of mortgage loan were used to pay off the 2012 Loan in full.

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In the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as 525 Park Avenue, which secures a mortgage loan representing approximately 1.3% of the outstanding pool balance as of the cut-off date, the mortgaged property was previously owned by MLLH Realty Corp., an affiliate of the sole tenant. In August 2009 the tenant, a medical office, declared bankruptcy in relation to a dispute between the two doctors who own the equity interest in MLLH Realty Corp. In April 2010, the bankruptcy court approved a settlement. The tenant is currently in the process of paying outstanding amounts due to unsecured creditors as part of a 5 year payment plan which began in April 2011 and ends in November 2016, with annual payments of approximately $50,000. In October 2013 MLLH Realty Corp. completed a sale leaseback transaction to the previous seller, Lido Realty LLC, who sold the mortgaged property to the related borrower in November 2014.

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With respect to the mortgaged property identified on Annex A-1 to this free writing prospectus as 8500 Valcour Industrial, which secures a mortgage loan representing approximately 0.7% of the outstanding pool balance as of the cut-off date, the mortgage loan refinanced a prior loan in full that was in maturity default at the time of refinancing.

In addition, borrowers, principals of borrowers, property managers and affiliates thereof may, in the future, be involved in bankruptcy proceedings, foreclosure proceedings or other material proceedings (including criminal proceedings). There can be no assurance that any such proceedings will not negatively impact a borrower’s or loan sponsor’s ability to meet its obligations under the related mortgage loan. Such proceedings could have a material adverse effect upon distributions on your certificates.

If a borrower or a principal of a borrower or an affiliate of the foregoing has been a party to a bankruptcy, foreclosure or other proceeding or has been convicted of a crime in the past, we cannot assure you that the borrower or principal will not be more likely than other borrowers or principals to avail itself or cause a borrower to avail itself of its legal rights, under the federal bankruptcy code or otherwise, in the event of an action or threatened action by the mortgagee or its servicer to enforce the related mortgage loan documents, or otherwise conduct its operations in a manner that is in the best interests of the lender and/or the mortgaged property. We cannot assure you that any such proceedings or actions will not have a material adverse effect upon distributions on your certificates.

Often it is difficult to confirm the identity of owners of 20% or less of the equity in a borrower, which means that past issues may not be discovered as to such owners.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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

Risks Related to Conflicts of Interest

Potential Conflicts of Interest of the Master Servicer and the Special Servicer

The pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by

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the master servicer or special servicer or any of their respective affiliates. See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans and Serviced Loan Combinations; Collection of Payments” in this free writing prospectus.

Notwithstanding the foregoing, the master servicer, a subservicer, the special servicer or any of their respective affiliates may have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates, especially if the master servicer, a subservicer, the special servicer or any of their respective affiliates holds certificates or companion loans, or has financial interests in, or other financial dealings with, a borrower or a loan sponsor. Each of these relationships may create a conflict of interest. For instance, if the special servicer or its affiliate holds a subordinate class of certificates, the special servicer might seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In general, no servicer is required to act in a manner more favorable to the certificates or any particular class of certificates.

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

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

Special Servicer May Be Directed To Take Actions

In connection with the servicing of the specially serviced loans, the special servicer may, at the direction of the directing holder, take actions with respect to the specially serviced loans that could adversely affect the holders of some or all of the classes of certificates. The directing holder (except, with respect to the Courtyard by Marriott pooled mortgage loan and the La Gran Plaza loan combination, for so long as the directing holder with respect to such mortgage loan or loan combination is the loan-specific directing holder or a related companion loan, respectively) will be controlled by the controlling class certificateholders. The directing holder (whether or not the directing holder is controlled by the controlling class certificateholders) may have interests in conflict with those of all or some of the other certificateholders. As a result, it is possible that the directing holder may influence the special servicer to take actions that conflict with the interests of certain classes of the certificates. However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents.

In addition, except as limited by certain conditions described under “The Servicers—Replacement of the Special Servicer,” with respect to each mortgage loan and serviced loan combination, for so long as a Control Termination Event is not continuing, the special servicer may be removed without cause by the directing holder. In addition, with respect to each mortgage loan and serviced loan combination (other than the Courtyard by Marriott loan combination), for so long as a Control Termination Event is continuing, the special servicer may be removed in accordance with procedures set forth under “The Servicers—Replacement of the Special Servicer” without cause at the direction of the holders of the pooled certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class V, Class R and Class LR certificates) (i) upon receipt of approval by certificateholders evidencing at least 75% of a quorum of pooled certificateholders, which is the holders of pooled certificates evidencing at least 75% of the aggregate pooled voting rights (taking into account the application of any appraisal reduction amounts to notionally reduce the certificate balances of the pooled certificates) of the pooled certificates (other

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than the Class X-A, Class X-B, Class X-C, Class X-D, Class V, Class R and Class LR certificates) or (ii) evidencing more than 50% of each class of “pooled non-reduced certificates” (each class of pooled certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class V, Class R and Class LR certificates) outstanding that has not been reduced to less than 25% of its initial certificate balance through the application of appraisal reduction amounts and realized losses). In addition, with respect to the Courtyard by Marriott loan combination, for so long as a Control Termination Event is continuing, the special servicer may be removed in accordance with procedures set forth under “The Servicers—Replacement of the Special Servicer” without cause at the direction of the holders of the certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR certificates) (i) upon receipt of approval by certificateholders evidencing at least 75% of a quorum of certificateholders, which is the holders of certificates evidencing at least 75% of the aggregate Courtyard by Marriott voting rights (taking into account the application of any appraisal reduction amounts to notionally reduce the certificate balances of the pooled certificates) of the certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR certificates) or (ii) evidencing more than 50% of each class of “non-reduced certificates” (each class of certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR certificates) outstanding that has not been reduced to less than 25% of its initial certificate balance through the application of appraisal reduction amounts and realized losses).

See “The Pooling and Servicing Agreement—The Directing Holder,” and “The Servicers—Replacement of the Special Servicer” in this free writing prospectus. CWCapital Asset Management LLC or an affiliate of CWCapital Asset Management LLC assisted Seer Capital Management L.P. or one of its affiliates with its due diligence of the mortgage loans prior to the closing date.

In addition, in certain circumstances, following a control termination event, in each case, as described in this free writing prospectus under “The Pooling and Servicing Agreement—The Operating Advisor” in this free writing prospectus, the special servicer will be required to consult with the operating advisor and, in addition, the operating advisor may recommend the removal or replacement of the special servicer if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard. As a result, it is possible that the directing holder or the operating advisor may influence the special servicer to take actions that conflict with the interests of certain classes of the certificates. However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents.

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

You will be acknowledging and agreeing, by your purchase of certificates, that the directing holder: (i) may take or refrain from taking actions that favor the interests of the directing holder over the certificateholders; (ii) may have special relationships and interests that conflict with the interests of the certificateholders and (iii) will not be liable by reason of its having so acted or refrained from acting solely in the interests of the directing holder and that no certificateholder may take any action against the directing holder or any of its officers, directors, employees, principals or agents as a result of such a special relationship or conflict.

The Servicing of the La Gran Plaza Loan Combination Will Shift to Others

It is expected that the servicing of the La Gran Plaza loan combination will be governed by the Pooling and Servicing Agreement only temporarily until such time as the La Gran Plaza companion loan

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designated as Note A-1 is securitized in a separate securitization. At that time, it is expected that servicing responsibilities for the La Gran Plaza loan combination will shift to the related master servicer and special servicer under such securitization and will be governed exclusively by the related pooling and servicing agreement related to such securitization and the La Gran Plaza loan combination intercreditor agreement. Neither the closing date of such securitization nor the identity of such other master servicer or special servicer have been determined. In addition, the provisions of the other pooling and servicing agreement have not been determined, although they will be required pursuant to the La Gran Plaza loan combination intercreditor agreement to satisfy the requirements described under “Description of the Mortgage Pool—Loan Combinations—The La Gran Plaza Loan Combination” in this free writing prospectus. Prospective investors should be aware that they will not have any control over the identity of the other master servicer or special servicer, nor will they have any assurance as to the terms of the pooling and servicing agreement related to such securitization except to the extent of compliance with the requirements referred to in the previous sentence. See “Description of the Mortgage Pool—Loan Combinations—The La Gran Plaza Loan Combination” in this free writing prospectus.

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

Potential Conflicts of Interest of the Operating Advisor

Pentalpha Surveillance LLC, has been appointed as the initial operating advisor. See “The Operating Advisor” in this free writing prospectus. With respect to each mortgage loan (other than the La Gran Plaza mortgage loan and any non-serviced mortgage loan) or serviced loan combination (other than the La Gran Plaza loan combination), if a Control Termination Event has occurred and is continuing, the operating advisor will be required to consult with the special servicer with respect to certain actions of the special servicer. Additionally, with respect to each mortgage loan (other than the La Gran Plaza mortgage loan and any non-serviced mortgage loan) or serviced loan combination (other than the La Gran Plaza loan combination), if a Control Termination Event has occurred and is continuing, the master servicer or the special servicer, as applicable, will be required to use commercially reasonable efforts consistent with the servicing standard to collect an operating advisor consulting fee from the related borrower in connection with any major decision, to the extent not prohibited by the related mortgage loan documents. The operating advisor is required to act solely on behalf of the issuing entity, in the best interest of, and for the benefit of, the certificateholders (as a collective whole as if such certificateholders constituted a single lender). See “The Pooling and Servicing Agreement—The Operating Advisor” in this free writing prospectus.

Notwithstanding the foregoing, the operating advisor and its affiliates may have interests that are in conflict with those of certificateholders, especially if the operating advisor or any of its affiliates holds certificates issued in this offering or another offering, or acts as advisor to the owners of any such certificates, or has financial interests in or other financial dealings with a borrower or a parent of a borrower. Furthermore, in the normal course of conducting its business, Pentalpha Surveillance LLC and its affiliates may have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the master servicer, the special servicer, the certificate administrator, the trustee, the directing holder, collateral property owners or affiliates of any of the foregoing parties. Each of these relationships, to the extent they exist, may continue in the future and may involve a conflict of interest with respect to

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Pentalpha Surveillance LLC’s duties as operating advisor. There can be no guarantee that the existence of these relationships and other relationships in the future will not impact the manner in which the operating advisor performs its duties under the pooling and servicing agreement.

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

Although the operating advisor is required to consider the servicing standard in connection with its analysis and reporting regarding the special servicer under the pooling and servicing agreement, the operating advisor will not itself be bound by the servicing standard.

Potential Conflicts of Interest of the Underwriters and Their Affiliates

The activities of the underwriters and their respective affiliates may result in certain conflicts of interest. The underwriters and their respective affiliates may retain, or own in the future, certificates of various classes, and any voting rights allocable to those certificates could be exercised by them in a manner that could adversely impact the offered certificates. Any of the underwriters and their affiliates may invest or take long or short positions in securities or instruments, including the offered certificates, that may be different from your position as an investor in your certificates. If that were to occur, the interests of that underwriter or its affiliates may not be aligned with your interests in the offered certificates you acquire.

The underwriters and their respective affiliates include broker-dealers whose business includes executing securities and derivative transactions on their own behalf as principals and on behalf of clients. Accordingly, the underwriters and their respective affiliates and various clients acting through them from time to time buy, sell or hold securities or other instruments, which may include one or more classes of the offered certificates, and do so without consideration of the fact that the underwriters acted as underwriters for the offered certificates. Such transactions may result in the underwriters and their respective affiliates and/or their clients having long or short positions in such instruments. Any such short positions will increase in value if the related securities or other instruments decrease in value. Further, the underwriters and their respective affiliates may (on their own behalf as principals or for their clients) enter into credit derivative or other derivative transactions with other parties pursuant to which they sell or buy credit protection with respect to one or more classes of the offered certificates. The positions of the underwriters and their respective affiliates or their clients in such derivative transactions may increase in value if the offered certificates experience losses or decrease in value. In conducting such activities, none of the underwriters or their respective affiliates will have any obligation to take into account the interests of the certificateholders or any possible effect that such activities could have on them. The underwriters and their respective affiliates and clients acting through them may execute such transactions, modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith, without regard to whether any such action might have an adverse effect on the offered certificates or the certificateholders. Additionally, none of the underwriters or their respective affiliates will have any obligation to disclose any of these securities or derivatives transactions to you in your capacity as a certificateholder.

In addition, the underwriters and their respective affiliates will have no obligation to monitor the performance of the offered certificates or the actions of the master servicer, the special servicer, the certificate administrator, the operating advisor or the trustee and will have no authority to advise the master servicer, the special servicer, the certificate administrator, the operating advisor or the trustee or to direct their actions.

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As of March 31, 2015, Midland was servicing approximately 29,779 commercial and multifamily mortgage loans with a principal balance of approximately $325 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 11,890 of such loans, with a total principal balance of approximately $159 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producing properties. As of March 31, 2015, Midland was named the special servicer in approximately 170 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $93 billion. With respect to such commercial mortgage-backed securities transactions as of such date, Midland was administering approximately 106 assets with an outstanding principal balance of approximately $754 million.

Midland has been servicing mortgage loans in CMBS transactions since 1992. The table below contains information on the size of the portfolio of commercial and multifamily mortgage loans in CMBS and other servicing transactions for which Midland has acted as master and/or primary servicer from 2012 to 2014.

Portfolio Size – Master/Primary Servicing	Calendar Year End (Approximate amounts in billions)
	2012	2013	2014
CMBS	$115	$141	$157
Other	$167	$167	$179
Total	$282	$308	$336

Midland has acted as a special servicer for commercial and multifamily mortgage loans in CMBS transactions since 1992. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily mortgage loans and REO properties that have been referred to Midland as special servicer in CMBS transactions from 2012 to 2014.

Portfolio Size –Special Servicing	Calendar Year End (Approximate amounts in billions)
	2012	2013	2014
Total	$82	$70	$85

Midland will acquire the right to act as Master Servicer and/or primary servicer (and the related right to receive and retain the excess servicing strip) with respect to the Mortgage Loans sold to the issuing entity by the Mortgage Loan Sellers pursuant to one or more servicing rights appointment agreements entered into on the Closing Date. The “excess servicing strip” means a portion of the Servicing Fee payable to Midland that accrues at a per annum rate initially equal to the Servicing Fee Rate minus 0.0025%, but which may be reduced under certain circumstances as provided in the Pooling and Servicing Agreement.

The foregoing information concerning information under this heading “—The Master Servicer” has been provided by Midland. Midland does not make any representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to it being a valid obligation of Midland as Master Servicer), the Certificates, the Mortgage Loans, this free writing prospectus (other than as to the accuracy of the information provided by Midland) or any related documents.

Pursuant to certain interim servicing agreements between German American Capital Corporation and certain of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 2 of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 2.3% of the outstanding pool balance as of the cut-off date.

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Pursuant to certain interim servicing agreements between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 11 of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 7.4% of the outstanding pool balance as of the cut-off date.

Pursuant to a primary servicing agreement between Berkeley Point Capital LLC, an affiliate of Cantor Commercial Real Estate Lending, L.P., on the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Berkeley Point Capital LLC will act as primary servicer with respect to 3 of the CCRE Mortgage Loans identified on Annex A-1 to this free writing prospectus as Luxe Villas, College Station and The Polos Apartments and Stonegate Apartments, representing approximately 3.2% of the Initial Outstanding Pool Balance, and will receive a fee equal to 0.0300%, 0.0500% and 0.0700%, respectively, per annum for such Mortgage Loans.

Pursuant to a limited subservicing agreement between Berkeley Point Capital LLC, an affiliate of Cantor Commercial Real Estate Lending, L.P., on the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Berkeley Point Capital LLC will have the right to assume certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 28 of the CCRE Mortgage Loans, representing approximately 25.3% of the Initial Outstanding Pool Balance, and will receive a fee equal to 0.0200% per annum for each such CCRE Mortgage Loan.

Pursuant to a subservicing agreement between Wells Fargo Bank, National Association, a national banking association, on the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Wells Fargo Bank, National Association is expected to act as primary servicer with respect to the mortgage loans secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle and La Gran Plaza, representing approximately 6.6% and 1.9%, respectively, of the outstanding pool balance as of the cut-off date.

Midland also acts as a limited servicer with respect to certain mortgage loans owned or originated by Ladder Capital Finance LLC or its affiliates, which may be subject to a repurchase facility.

The Special Servicer

CWCapital Asset Management LLC

CWCapital Asset Management LLC (“CWCAM”), a Delaware limited liability company, will act as special servicer (in such capacity, the “Special Servicer”) and in such capacity will initially be responsible for the servicing and administration of Specially Serviced Loans and REO Properties as well as the reviewing of certain Major Decisions and Special Servicer Decisions for all of the Mortgage Loans (other than any Non-Serviced Mortgage Loans) and Serviced Companion Loans that are non-Specially Serviced Loans, pursuant to the Pooling and Servicing Agreement. CWCAM maintains a servicing office at 7501 Wisconsin Avenue, Suite 500 West, Bethesda, Maryland 20814.

CWCAM and its affiliates are involved in special servicing, management and investment management of commercial real estate assets, including:

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special servicing of commercial and multifamily real estate loans;

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commercial real estate property management and insurance brokerage services; and

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investing in, surveilling and managing as special servicer, commercial real estate assets including unrated and non-investment grade rated securities issued pursuant to CRE, CDO and CMBS transactions.

CWCAM was organized in June 2005. In July of 2005, it acquired Allied Capital Corporation’s special servicing operations and replaced Allied Capital Corporation as special servicer for all transactions for

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which Allied Capital Corporation served as special servicer. In February 2006, an affiliate of CWCAM merged with CRIIMI MAE Inc. (“CMAE”) and the special servicing operations of CRIIMI MAE Services L.P., the special servicing subsidiary of CMAE, were consolidated into the special servicing operations of CWCAM. CWCAM is a wholly-owned subsidiary of CW Financial Services LLC. CWCAM and its affiliates own and manage assets similar in type to the assets of the issuing entity. Accordingly, the assets of CWCAM and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged real properties for tenants, purchasers, financing and so forth. On September 1, 2010, affiliates of certain Fortress Investment Group LLC managed funds purchased all of the membership interest of CW Financial Services LLC, the sole member of CWCAM.

As of December 31, 2012, CWCAM acted as special servicer with respect to 154 domestic and one Canadian CMBS pools containing approximately 10,500 loans secured by properties throughout the United States and Canada with a then current unpaid principal balance in excess of $140 billion. As of December 31, 2013, CWCAM acted as special servicer with respect to 160 domestic and one Canadian CMBS pools containing approximately 9,200 loans secured by properties throughout the United States and Canada with a then current unpaid principal balance in excess of $125 billion. As of December 31, 2014, CWCAM acted as special servicer with respect to 147 domestic CMBS pools containing approximately 7,800 loans secured by properties throughout the United States with a then current unpaid principal balance in excess of $110 billion. As of March 31, 2015, CWCAM acted as special servicer with respect to 141 domestic CMBS pools containing approximately 7,400 loans secured by properties throughout the United States with a then current unpaid principal balance in excess of $103 billion. Those loans include commercial mortgage loans secured by the same types of income producing properties as those securing the underlying mortgage loans.

CWCAM has one primary office (Bethesda, Maryland) and provides special servicing activities for investments in various markets throughout the United States. As of March 31, 2015, CWCAM had 109 employees responsible for the special servicing of commercial real estate assets. As of March 31, 2015, within the CMBS pools described in the preceding paragraph, 498 assets were actually in special servicing. The assets owned, serviced or managed by CWCAM and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth. CWCAM does not service or manage any assets other than commercial and multifamily real estate assets.

CWCAM has policies and procedures in place that govern its special servicing activities. These policies and procedures for the performance of its special servicing obligations are, among other things, in compliance with applicable servicing criteria set forth in Item 1122 of Regulation AB under the Securities Act, including managing delinquent loans and loans subject to the bankruptcy of the borrower. Standardization and automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls. CWCAM reviews, updates and/or creates its policies and procedures throughout the year as needed to reflect any changing business practices, regulatory demands or general business practice refinements and incorporates such changes into its manual. Recent refinements include but are not limited to the improvement of controls and procedures implemented for property cash flow, wiring instructions and the expansion of unannounced property and employee audits.

CWCAM occasionally engages consultants to perform property inspections and to provide close surveillance on a property and its local market; it currently does not have any plans to engage subservicers to perform on its behalf any of its duties with respect to this transaction. CWCAM has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by CWCAM in securitization transactions.

CWCAM will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, CWCAM may have custody of certain of such documents as necessary for enforcement actions involving particular underlying mortgage loans or otherwise. To the extent that CWCAM has custody of any such documents, such documents will be maintained in a manner consistent with the Servicing Standard.

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From time to time CWCAM is a party to lawsuits and other legal proceedings as part of its duties as the special servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against CWCAM or of which any of its property is the subject, that is material to the Certificateholders.

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

CWCAM or an affiliate of CWCAM assisted Seer Capital Management L.P. or one of its affiliates with its due diligence of the Mortgage Loans prior to the Closing Date.

No securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer has experienced an event of default as a result of any action or inaction performed by CWCAM as special servicer.

The foregoing information under the subheading “—CWCapital Asset Management LLC” regarding CWCAM has been provided by CWCAM. None of the Depositor, the underwriters, any Master Servicer, the Trust Advisor, the Trustee, the Certificate Administrator or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

General Information—The Special Servicer

The Special Servicer will be required to pay all expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement as described in this free writing prospectus), including all fees of any sub-servicers retained by it.

The Special Servicer may be terminated, with respect to the Mortgage Loans or Companion Loan that it is servicing, without cause by (i) the applicable Certificateholders (if a Servicer Termination Event has occurred and is continuing) and (ii) the Directing Holder (for so long as a Servicer Termination Event does not exist), as described in “The Pooling and Servicing Agreement—Servicer Termination Events” in this free writing prospectus.

The Special Servicer may resign under the Pooling and Servicing Agreement as described under “The Pooling and Servicing Agreement—Special Servicing” in this free writing prospectus.

Certain duties and obligations of the Special Servicer and the provisions of the Pooling and Servicing Agreement are described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans and Serviced Loan Combinations; Collection on Payments,” “—Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses,” “—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor,” and “—Inspections” in this free writing prospectus. The Special Servicer’s ability to waive or modify any terms, fees, penalties or payments on the Mortgage Loans and the potential effect of that ability on the potential cash flows from the Mortgage Loans are described under The Pooling and Servicing Agreement—Modifications,” “—Waivers of Servicer Termination Events and Operating Advisor Termination Events,” and “—Amendment” in this free writing prospectus.

The Special Servicer and various related persons and entities will be entitled to be indemnified by the issuing entity for certain losses and liabilities incurred by the Special Servicer as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

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Replacement of the Special Servicer

The Special Servicer may be removed, and a successor Special Servicer appointed, at any time, as follows:

(a) with respect to any Mortgage Loan or Serviced Loan Combination, if a Control Termination Event has not occurred (or has occurred, but is no longer continuing), the Special Servicer may be removed at the direction of the applicable Directing Holder;

(b) with respect to any Mortgage Loan or Serviced Loan Combination (other than the Courtyard by Marriott Loan Combination), if a Control Termination Event has occurred and is continuing the Special Servicer may be removed, in accordance with the procedures set forth below, at the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of a Pooled Certificateholder Quorum or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Pooled Voting Rights of each Class of Pooled Non-Reduced Certificates on an aggregate basis;

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

(d) with respect to the Courtyard by Marriott Loan Combination, if a Control Termination Event has occurred and is continuing the Special Servicer may be removed, in accordance with the procedures set forth below, at the written direction of (i) holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing at least 75% of a Certificateholder Quorum or (ii) holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing more than 50% of the aggregate Courtyard by Marriott Voting Rights of each Class of Non-Reduced Certificates on an aggregate basis; and

(e) with respect to the Courtyard by Marriott Loan Combination, if a Consultation Termination Event has occurred and is continuing, the Special Servicer may be removed, in accordance with the procedures set forth below, at the recommendation of the Operating Advisor and with a confirming vote by an affirmative vote of holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing at least a majority of the aggregate Courtyard by Marriott Voting Rights (taking into account Realized Losses, Courtyard by Marriott Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) on an aggregate basis.

With respect to any Mortgage Loan or Serviced Loan Combination, the procedures for removing the Special Servicer if a Control Termination Event has occurred and is continuing will be as follows: upon (i)(a) in the case of any Mortgage Loan or Serviced Loan Combination (other than the Courtyard by Marriott Loan Combination), written direction of holders of Sequential Pay Certificates evidencing not less than 25% of the Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer with a new Special Servicer, and (b) in the case of the Courtyard by Marriott Loan Combination, written direction of holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing not less than 25% of the Courtyard by Marriott Voting Rights

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(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of the Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) requesting a vote to replace the Special Servicer with a new Special Servicer, (ii) payment by such holders, as applicable, to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote, and (iii) delivery by such holders, as applicable, to the Certificate Administrator of No Downgrade Confirmations (which No Downgrade Confirmations will be obtained at the expense of those holders of Certificates requesting such vote), the Certificate Administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail, and conduct the solicitation of votes of all Certificates in such regard. In the case of any Mortgage Loan or Serviced Loan Combination Upon (other than the Courtyard by Marriott Loan Combination), upon the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of a Pooled Certificateholder Quorum or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Pooled Voting Rights of each Class of Pooled Non-Reduced Certificates on an aggregate basis, in each case, within 180 days of the notice from the Certificate Administrator of the request for such vote, the Trustee will be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and appoint the successor Special Servicer designated by such Certificateholders, subject to indemnification, right to outstanding fees, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination. In the case of the Courtyard by Marriott Loan Combination, upon the written direction of (i) holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing at least 75% of a Certificateholder Quorum or (ii) holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing more than 50% of the aggregate Courtyard by Marriott Voting Rights of each Class of Non-Reduced Certificates on an aggregate basis, in each case, within 180 days of the notice from the Certificate Administrator of the request for such vote, the Trustee will be required to terminate all of the rights and obligations of the Special Servicer with respect to the Courtyard by Marriott Loan Combination under the Pooling and Servicing Agreement and appoint the successor Special Servicer designated by such Certificateholders, subject to indemnification, right to outstanding fees, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination. The Certificate Administrator will include on each Distribution Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s website and each Certificateholder may register to receive email notifications when such notices are posted on the website. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.

In addition, with respect to each Mortgage Loan or Serviced Loan Combination, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer. In such event, the Operating Advisor will be required to deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation (provided, that the Operating Advisor will not be permitted to recommend the replacement of the Special Servicer for any Loan Combination so long as the holder of the related Companion Loan is the Loan Specific Directing Holder under the related Intercreditor Agreement); setting forth the reasons supporting its position (along with any information the Operating Advisor considered relevant to its recommendation) and recommending a suggested replacement Special Servicer; provided, that in no event should the information or any other content in such written recommendation contravene any provision of the Pooling and Servicing Agreement). The Certificate Administrator will be required to notify each Certificateholder of the recommendation and post it on the Certificate Administrator’s internet website. The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by (i) in the case of any Mortgage Loan or Serviced Loan Combination Upon (other than the Courtyard by Marriott Loan Combination), the written direction of holders of Sequential Pay Certificates evidencing at least a majority of the aggregate Pooled Voting Rights (taking into account any Realized Losses and the application of Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all

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Sequential Pay Certificates on an aggregate basis and (ii) in the case of the Courtyard by Marriott Loan Combination, the written direction of holders of Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) evidencing at least a majority of the aggregate Courtyard by Marriott Voting Rights (taking into account any Realized Losses, Courtyard by Marriott Realized Losses and the application of Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) on an aggregate basis, in each case within 180 days from the date the Certificate Administrator posts such recommendation on its internet website (provided that if such written direction is not provided within 180 days of the posting of the initial request for a vote to terminate and replace the Special Servicer, then such written direction will have no force and effect). If the Certificate Administrator receives a No Downgrade Confirmation from each of the Rating Agencies (and the successor Special Servicer agrees to be bound by the terms of the Pooling and Servicing Agreement), the Trustee will then be required to (i) terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and to appoint the successor Special Servicer approved by the Certificateholders, provided such successor Special Servicer is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable costs and expenses associated with obtaining No Downgrade Confirmations and administering the vote of the applicable Sequential Pay Certificates will be an additional expense of the Issuing Entity. The Operating Advisor may not receive any fees, compensation or other remuneration from a Special Servicer or successor Special Servicer in connection with: (i) its obligations under the Pooling and Servicing Agreement or (ii) appointment or recommendation for replacement of any successor Special Servicer to become the Special Servicer.

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

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

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

The Special Servicer may resign under the Pooling and Servicing Agreement as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

“Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer with respect to the Courtyard by Marriott Loan Combination as described above, the holders of Certificates evidencing at least 75% of the aggregate Courtyard by Marriott Voting Rights (taking into account Realized Losses, Courtyard by Marriott Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates), on an aggregate basis.

“Pooled Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer as described above, the holders of Certificates evidencing at least 75% of the aggregate Pooled Voting Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Sequential Pay Certificates, on an aggregate basis.

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

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

“Courtyard by Marriott Realized Loss” with respect to any Distribution Date means the amount, if any, by which the aggregate Certificate Balance of the Loan-Specific Certificates (other than the Class X-CM-CP and Class X-CM-EXT Certificates) after giving effect to distributions made on such Distribution Date exceeds the aggregate Stated Principal Balance of the Courtyard by Marriott Non-Pooled Trust Companion Loans immediately following the Determination Date preceding such Distribution Date. Any such Courtyard by Marriott Realized Losses will be applied to the Loan-Specific Certificates (other than the Class X-CM-CP and Class X-CM-EXT Certificates) in the following order, until the Certificate Balance of each such Class is reduced to zero: first, to the Class CM-E Certificates, second, Class CM-D Certificates, third, to the Class CM-C Certificates, fourth, to the Class CM-B Certificates, and finally, to the Class CM-A Certificates. Any amounts recovered in respect of any such amounts previously allocated as Courtyard by Marriott Realized Losses will be distributed to the Classes of Loan-Specific Certificates (other than the Class X-CM-CP and Class X-CM-EXT Certificates) in reverse order of allocation of such Courtyard by Marriott Realized Losses.

The Primary Servicer

Berkeley Point Capital LLC

Berkeley Point Capital LLC, a Delaware limited liability company (“Berkeley Point“) will be appointed as primary servicer for the CCRE Mortgage Loans identified on Annex A-1 to this free writing prospectus as Luxe Villas, College Station and The Polos Apartments and Stonegate Apartments, representing 2.1%, 0.8% and 0.3%, respectively, of the outstanding pool balance as of the cut-off date, and in such capacity, will be responsible for the primary servicing and administration of these mortgage loans. In addition, with respect to 28 mortgage loans secured by mortgaged properties representing approximately 25.3% of the outstanding pool balance as of the cut-off date, Berkeley Point Capital LLC will have the right to assume limited subservicing duties consisting of performing inspections and collecting financial statements.

The principal executive offices of Berkeley Point are located at 4550 Montgomery Avenue, Suite 1100, Bethesda, Maryland 20814 and principal servicing office of Berkeley Point is located at One Beacon Street, 14th Floor, Boston, Massachusetts 02108 and its telephone number is (877) 526-3562. Berkeley Point is an affiliate under common control with CCRE Lending.

Berkeley Point serves as primary servicer in various transactions and has a primary servicer rating of “CPS2” from Fitch”, is an evaluated servicer for CMBS by KBRA and listed as such on their website. Berkeley Point also has a current special servicer rating of CSS3+ from Fitch.

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Berkeley Point is a commercial real estate finance company with a primary focus on multifamily and healthcare real estate loans. Berkeley Point, directly or through its affiliates, originates, sells, services and manages commercial real estate loans primarily for multifamily and healthcare properties across the United States through programs offered by Fannie Mae, Freddie Mac, Ginnie Mae and FHA. Berkeley Point is a Fannie Mae DUS™, Freddie Mac Program Plus® and MAP- and LEAN-approved FHA lender and servicer, and a Ginnie Mae Issuer. It also services loans for life insurance companies. Together with its predecessor entities, Berkeley Point has originated and serviced commercial real estate loans originated under programs offered by Fannie Mae, Freddie Mac and FHA for approximately 25 years and expects to continue doing so. It has been named special servicer on three Freddie Mac K-Series securitizations, the first in 2009, and one in each of 2013 and 2014. Berkeley Point has offices located in Bethesda, Maryland, Boston, Massachusetts, Santa Monica, California, Irvine, California, San Francisco, California, Columbus, Ohio, Dallas, Texas, Brentwood, Tennessee, Seattle, Washington and St. Louis, Missouri.

As of March 31, 2015, Berkeley Point’s primary servicing portfolio was comprised of 1762 loans with an aggregate outstanding principal balance of approximately $28.210 billion, of which Berkeley Point is the primary servicer through sub-servicing agreements with master servicers on 63 Freddie Mac K-Series securitizations for 185 loans with an approximate aggregate outstanding principal balance of approximately $4.22 billion, and 15 commercial mortgage loans with an aggregate outstanding principal balance of approximately $820 million in other CMBS securitizations.

As of March 31, 2015, Berkeley Point had 64 personnel involved in the servicing and asset management of commercial real estate loans and CMBS pools, of which 56 were dedicated to the primary servicing unit.

The table below sets forth information about the various pools of loans primarily serviced by Berkeley Point as of the dates indicated:

CMBS Pools	As of 12/31/2012	As of 12/31/2013	As of 12/31/2014
By Number	33 pools (95 loans)	46 pools (122 loans)	67 pools (177 loans)
Primary Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance	$2.2 billion	$3.1 billion	$4.842 billion

The commercial real estate loans that Berkeley Point originates and for which Berkeley Point provides servicing are generally multifamily but may include mortgage loans secured by the same types of income producing properties as those securing the underlying mortgage loans backing the series COMM 2015-CCRE23 certificates. Accordingly, the assets that Berkeley Point services as well as assets originated and/or owned by it or its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth.

Berkeley Point has developed policies and procedures for the performance of its servicing obligations in compliance with applicable USAP and Reg AB servicing standards. Technology can assist the performance of a servicer. Berkeley Point generally utilizes technology infrastructure to bolster and facilitate controls for compliance with pooling and servicing agreements, loan administration and procedures in workout/resolution and commercially appropriate standardization and automation to provide for improved accuracy, efficiency, transparency, monitoring and controls.

Berkeley Point may from time to time engage consultants to perform property inspections and to provide asset management on certain properties. Berkeley Point does not have any material primary advancing obligations with respect to the CMBS pools as to which it is a primary servicer, and accordingly Berkeley Point does not believe that its financial condition will have any adverse effect on the performance of its duties under the series COMM 2015-CCRE23 pooling and servicing agreement nor

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any material impact on the mortgage pool performance or the performance of the series COMM 2015-CCRE23 certificates.

Berkeley Point will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, Berkeley Point may have custody of certain of such documents as necessary for the performance of its duties with respect to underlying Mortgage Loans or otherwise. To the extent that Berkeley Point has custody of any such documents, such documents will be maintained in a manner consistent with the Servicing Standard.

Berkeley Point is not an affiliate of the Depositor, the Sponsors, the Issuing Entity, the Master Servicer, the Trustee or any originator other than CCRE Lending and any underwriter other than Cantor Fitzgerald & Co and CastleOak Securities, L.P. Other than its relationship with CCRE Lending and CF&Co. (and indirectly any relationships of those two entities disclosed elsewhere in this free writing prospectus), there are no specific relationships involving or relating to this transaction or the securitized mortgage loans between Berkeley Point or any of its affiliates, on the one hand, and the Depositor, the Sponsors or the Issuing Entity, on the other hand, that currently exist or that existed during the past two (2) years. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party -- apart from the subject securitization transaction -- between Berkeley Point or any of its affiliates, on the one hand, and the Depositor, the Sponsors or the Issuing Entity, on the other hand, that currently exist or that existed during the past two (2) years and that are material to an investor’s understanding of the series COMM 2015-CCRE23 certificates.

No securitization transaction involving commercial or multifamily mortgage loans in which Berkeley Point is acting as primary or special servicer has experienced an event of default as a result of any action or inaction performed by Berkeley Point in such capacity. In addition, there has been no previous disclosure of material non-compliance with servicing criteria by Berkeley Point with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which Berkeley Point was acting as primary servicer or special servicer.

From time to time, Berkeley Point and its affiliates are parties to lawsuits and other legal proceedings by governmental authorities or other entities arising in the ordinary course of business. Berkeley Point does not believe that any such current lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to serve as servicer or be material to a certificateholder.

The information set forth above under this heading “—Berkeley Point Capital LLC” has been provided by Berkeley Point and neither the Depositor nor any Underwriter takes any responsibility for such information or makes any representation or warranty as to its accuracy or completeness.

Summary of Berkeley Point Primary Servicing Agreement

General. Berkeley Point has acquired the right to be appointed as the primary servicer of 3 mortgage loans, representing approximately 3.2% of the outstanding pool balance as of the cut-off date, which such mortgage loans are to be transferred to the depositor by CCRE (the “CCRE Transferred Loan”). Accordingly, Midland, as master servicer, and Berkeley Point, as primary servicer, will enter into a primary servicing agreement dated as of May 1, 2015 (the “BPC Primary Servicing Agreement”). The primary servicing of such CCRE Transferred Loan will be governed by the BPC Primary Servicing Agreement. The following summary describes certain provisions of the BPC Primary Servicing Agreement relating to the primary servicing and administration of the CCRE Transferred Loan. The summary does not purport to be complete and is subject, and qualified in its entirety, by reference to the provisions of the BPC Primary Servicing Agreement.

In addition to its services pursuant to the BPC Primary Servicing Agreement, Berkeley Point will have the right to assume certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 28 of the CCRE Mortgage Loans, representing approximately 25.3%

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of the Initial Outstanding Pool Balance, and will receive a fee equal to 0.0200% per annum for each such CCRE Mortgage Loan. The limited, non-cashiering subservicing duties will be performed pursuant to a separate limited subservicing agreement between BP and Master Servicer (“BPC Non-Cashiering Limited Subservicing Agreement”). The information included in this Section pertains solely to the BPC Primary Servicing Agreement.

Summary of Duties. With respect to the CCRE Transferred Loan, Berkeley Point, as primary servicer, will be responsible for performing the primary servicing of such mortgage loan in a manner consistent with the Pooling and Servicing Agreement and the Servicing Standard. Primary servicing will include:

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maintaining the servicing file and releasing files upon borrower request or payoff of such mortgage loan as approved by the master servicer,

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within five (5) business days of receipt of a repurchase demand, reporting any such repurchase demand to the master servicer and forwarding a copy of such repurchase demand to the master servicer, (ii) within five (5) business days of discovery or notice of a document defect or breach, notifying the master servicer in writing of any discovered document defect or breach of mortgage loan representation, and (iii) cooperating with the master servicer in pursuing its obligations to make a repurchase claim against the related mortgage loan seller,

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collecting monthly payments and escrow and reserve payments and maintaining a primary servicer certificate account and applicable escrow and reserve accounts to hold such collections,

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remitting to the master servicer on a timely basis monthly payments less any primary servicing fees, escrow and reserve payments and payments in the nature of additional servicing compensation due to the master servicer or Berkeley Point, as primary servicer,

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preparing such reports, including a day one report, monthly remittance report and such other reports as reasonably requested by the master servicer from time to time,

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collecting monthly and quarterly borrower reports, rent rolls and operating statements,

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performing annual inspections of the related mortgaged property and providing inspection reports to the master servicer,

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monitoring borrower insurance obligations on such loans and related specially serviced mortgage loans and obtaining such property level insurance when the borrower fails to maintain such insurance,

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maintaining errors and omissions insurance and an appropriate fidelity bond,

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notifying the master servicer of any borrower requests or transactions; provided, however, that Berkeley Point will not approve or consummate any borrower request or transaction without obtaining the prior written consent of the master servicer,

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promptly notifying master servicer of any defaults under the CCRE Transferred Loan, collection issues or customer issues; provided that Berkeley Point will not take any action with respect to enforcing such loans without the prior written approval of the master servicer, and

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with respect to all servicing responsibilities of the master servicer under the Pooling and Servicing Agreement which are not being performed by Berkeley Point under the BPC Primary Servicing Agreement, Berkeley Point will reasonably cooperate with the master servicer to facilitate the timely performance of such servicing responsibilities.

Berkeley Point’s custodial responsibilities are limited to original letters of credit as long as it (i) has a vault or other adequate safety procedures in place satisfactory to the master servicer, in its sole

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discretion, or (ii) outsources such responsibility to a third party vendor satisfactory to the master servicer, who has a vault or other adequate safety procedures in place satisfactory to the master servicer, in its sole discretion.

Berkeley Point will provide to master servicer access to all the servicing files, mortgage loan files and servicing systems maintained by Berkeley Point with respect to the CCRE Transferred Loan for audit and review. Berkeley Point will not take any action (whether or not authorized under the BPC Primary Servicing Agreement) as to which the master servicer has advised it in writing that the master servicer or the trustee has received an opinion of counsel to the effect that such action if taken would result in the imposition of a tax on any portion of the trust fund or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. Berkeley Point will fully cooperate with the master servicer in connection with avoiding the imposition of a tax on any portion of the trust fund or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust.

Berkeley Point will also timely provide such certifications, reports and registered public accountant attestations required by the BPC Primary Servicing Agreement or by the master servicer to permit it to comply with the Pooling and Servicing Agreement and the depositor to comply with its Exchange Act reporting obligations.

The master servicer and Berkeley Point will each designate a portfolio manager and other appropriate personnel to receive documents and communications between each other such that Berkeley Point is able to perform its obligations under the BPC Primary Servicing Agreement and the master servicer is able to perform its supervisory authority over Berkeley Point. Berkeley Point will not communicate directly with the special servicer, the Controlling Class Representative or any Rating Agency except in very limited circumstances set forth in the BPC Primary Servicing Agreement.

Berkeley Point will have no obligation to make any principal and interest advance or any servicing advances. Berkeley Point will not make any Major Decisions or any other action requiring the approval of the master servicer under the BPC Primary Servicing Agreement without the prior written approval of the master servicer.

Generally, such consent is not to be unreasonably withheld and the master servicer is required to provide such consent or denial of such consent within ten (10) business days following the receipt from Berkeley Point of an analysis and written recommendation along with relevant supporting information and any other information reasonably requested by the master servicer. In any case, such consent may be subject to: (a) the prior approval of the special servicer, the Controlling Class Representative or any mezzanine loan lender, as applicable, if so required under the Pooling and Servicing Agreement or the related mortgage loan documents, which approval may be withheld in such person’s sole discretion, and (b) obtaining any rating agency confirmation required under the Pooling and Servicing Agreement or the related mortgage loan documents, which confirmation may be withheld in such person’s sole discretion. The master servicer will request any such approvals or rating agency confirmation.

Compensation. As compensation for its activities under the BPC Primary Servicing Agreement, the primary servicing fee will be paid only to the extent that the master servicer receives the servicing fee with respect to the CCRE Transferred Loan under the Pooling and Servicing Agreement. Berkeley Point is not entitled to any Prepayment Interest Excess. Berkeley Point will be entitled to such additional servicing compensation as set forth in the BPC Primary Servicing Agreement. Generally, if received and the master servicer is entitled to retain such amounts under the Pooling and Servicing Agreement, Berkeley Point will also be entitled to retain, with respect to the CCRE Transferred Loan, as additional primary servicing compensation (the “Additional Primary Servicing Compensation”), the following:

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100% of late charges to the extent Berkeley Point is performing the related collection work, except as required to offset outstanding interest on Advances, reserves required to be funded and principal and interest due with respect to the CCRE Transferred Loan;

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100% of the master servicer’s share of any charges for beneficiary statements or demands and amounts collected for checks returned for insufficient funds;

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50% of the master servicer’s share of any assumption fees and assumption application fees;

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50% of the master servicer’s share of any extension fees, modification fees or consent fees; and

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subject to certain limitations set forth in the Pooling and Servicing Agreement, any interest or other income earned on deposits in the related accounts held by Berkeley Point.

Berkeley Point will be required to promptly remit to the master servicer any additional servicing compensation or other amounts received by it which Berkeley Point is not entitled to retain. Except as otherwise provided, Berkeley Point will pay all its overhead and similar expenses incurred by it in connection with its servicing activities under the BPC Primary Servicing Agreement.

Indemnification; Limitation of Liability. Neither Berkeley Point nor any Affiliates, directors, officers, employees, members, managers, representatives or agents (including sub-servicers) of Berkeley Point (the “BPC Parties”) will be under any liability to the master servicer for any action taken, or for refraining from the taking of any action, in good faith pursuant to the BPC Primary Servicing Agreement, or for errors in judgment. However, this will not protect the BPC Parties against losses resulting from any breach of warranties or representations made in the BPC Primary Servicing Agreement, or against any liability that would otherwise be imposed on Berkeley Point by reason of its willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed under the BPC Primary Servicing Agreement for a breach of the accepted primary servicing practices) in the performance of its duties under the BPC Primary Servicing Agreement or by reason of its negligent disregard of its obligations or duties under the BPC Primary Servicing Agreement. The BPC Parties will be indemnified and held harmless by the master servicer against any loss, liability or expense (including legal fees and expenses) (collectively, the “Losses”) incurred by Berkeley Point in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to the BPC Primary Servicing Agreement (1) resulting from the master servicer’s willful misconduct, bad faith, fraud, negligence or negligent disregard of its obligations under the BPC Primary Servicing Agreement or (2) that may be imposed on, incurred by or asserted against it in connection with, related to, or arising out of, the BPC Primary Servicing Agreement or the transactions contemplated by the BPC Primary Servicing Agreement, other than any Losses incurred by Berkeley Point (i) that are specifically required to be borne by Berkeley Point without right of reimbursement pursuant to the terms of the BPC Primary Servicing Agreement or (ii) incurred by reason of (A) a breach of any representation or warranty by Berkeley Point or (B) willful misconduct, bad faith, fraud or negligence of Berkeley Point in the performance of its respective duties under the BPC Primary Servicing Agreement or negligent disregard of its respective obligations or duties under the BPC Primary Servicing Agreement; provided, however, that the indemnification under clause (2) above will be strictly limited to any actual amount of indemnification received by the master servicer under the Pooling and Servicing Agreement as a result of pursuing the Trust on behalf of the Berkeley Point for such indemnification.

Berkeley Point will indemnify and hold harmless the master servicer and its directors, officers, representatives, members, managers, agents, employees or Affiliates against any Losses incurred by the master servicer in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to the BPC Primary Servicing Agreement resulting from (1) any breach by Berkeley Point of a representation or warranty made by Berkeley Point in the BPC Primary Servicing Agreement or (2) any willful misconduct, bad faith, fraud or negligence by Berkeley Point in the performance of its respective obligations or duties under the BPC Primary Servicing Agreement or under the Pooling and Servicing Agreement or by reason of negligent disregard of such obligations or duties.

Termination. The BPC Primary Servicing Agreement will be terminated with respect to Berkeley Point if any of the following occurs:

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the master servicer elects to terminate Berkeley Point following a BPC Primary Servicer Termination Event (as defined below) (except as provided in the following bullet);

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immediately by the master servicer (or at the Depositor’s request to the extent the Depositor has the right to request termination of Berkeley Point under the Pooling and Servicing Agreement) pursuant to the final two bullets listed under BPC Primary Servicer Termination Events below;

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upon resignation by Berkeley Point;

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in the event the CCRE Transferred Loan becomes a specially serviced loan or is substituted, purchased or repurchased pursuant to the Pooling and Servicing Agreement; or

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if the master servicer’s responsibilities and duties as master servicer under the Pooling and Servicing Agreement have been assumed by the trustee, and the trustee has the right to terminate Berkeley Point pursuant to the Pooling and Servicing Agreement.

“BPC Primary Servicer Termination Event”, means any one of the following events:

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any failure by Berkeley Point to remit amounts due to the accounts maintained by Berkeley Point or to the master servicer, any amount required to be so remitted by Berkeley Point;

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any failure on the part of Berkeley Point duly to observe or perform in any material respect any other of the covenants or agreements or to cure the breach of any representations or warranties on the part of Berkeley Point in all material respects, which, in either event, continues unremedied for a period of twenty (20) days (ten (10) days in the case of a failure to pay the premium for any insurance policy required to be maintained under the BPC Primary Servicing Agreement) after the date on which written notice of such failure, requiring the same to be remedied, will have been given to Berkeley Point by the master servicer, provided, however, if such breach (other than a failure to pay insurance policy premiums) is capable of being cured and Berkeley Point is diligently pursuing such cure, such twenty (20) day period will be extended for an additional twenty (20) days;

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any breach on the part of Berkeley Point of any representation or warranty made pursuant to the BPC Primary Servicing Agreement which materially and adversely affects the interests of any class of certificateholders and which continues unremedied for a period of twenty (20) days after the date on which notice of such breach, requiring the same to be remedied, will have been given to Berkeley Point by the master servicer, provided, however, if such breach is capable of being cured and Berkeley Point is diligently pursuing such cure, such twenty (20) day period will be extended for an additional twenty (20) days;

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a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, will have been entered against Berkeley Point and such decree or order will have remained in force, undischarged or unstayed for a period of forty-five (45) days;

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Berkeley Point consents to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Berkeley Point, or of or relating to all or substantially all of its property;

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Berkeley Point admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations or take any corporate action in furtherance of the foregoing;

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(1) Moody’s has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Certificates or any class of securities backed by a Serviced Companion Loan, or (B)

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placed one or more classes of Certificates or any class of securities backed by a Serviced Companion Loan on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by Moody’s within 60 days) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the master servicer (because of actions of Berkeley Point) or Berkeley Point as the sole or a material factor in such rating action; (2) DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Certificates or any class of securities backed by a Serviced Companion Loan, or (B) placed one or more classes of Certificates or any class of securities backed by a Serviced Companion Loan on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by DBRS within 60 days) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the master servicer (because of actions of Berkeley Point) or Berkeley Point as the sole or a material factor in such rating action; (3) either (A) Berkeley Point has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a primary servicer and Berkeley Point is not reinstated to that ranking within 60 days (if Berkeley Point has or had a Morningstar ranking on or after the Closing Date) or (B) if Berkeley Point has not been ranked by Morningstar on or after the Closing Date and Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of commercial mortgage securities, or (ii) within the prior 12 months, placed one or more classes of commercial mortgage securities on “watch status” in contemplation of rating downgrade or withdrawal, and in the case of either of clauses (i) or (ii), has publically cited servicing concerns with the master servicer (because of actions of Berkeley Point) or Berkeley Point as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal, or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event));

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a Servicer Termination Event by the master servicer under the Pooling and Servicing Agreement, which Servicer Termination Event occurred as a result of the failure of Berkeley Point to perform any obligation required under the BPC Primary Servicing Agreement;

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the failure of Berkeley Point to comply with any of the requirements to deliver any reports or certificates at the time such report or certification is required under the BPC Primary Servicing Agreement, which continues unremedied for five (5) days after the date on which written notice of such failure, requiring the same to be remedied, will have been given to Berkeley Point by the master servicer;

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subject to the Pooling and Servicing Agreement and any applicable grace periods, any failure by Berkeley Point to comply with any of the requirements under Article X of the Pooling and Servicing Agreement applicable to Berkeley Point or the master servicer, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information is required under Article X of the Pooling and Servicing Agreement; or

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subject to the Pooling and Servicing Agreement, any failure of Berkeley Point to comply with any and all requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor.

Notwithstanding the foregoing, upon any termination of Berkeley Point, Berkeley Point will be entitled to receive all accrued and unpaid primary servicing fees through the date of termination and will cooperate fully with the master servicer to transition primary servicing of the CCRE Transferred Loan to the master servicer or its designee.

The foregoing information set forth in this “—Summary of Berkeley Point Primary Servicing Agreement” section has been provided by Midland.

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THE TRUSTEE

Wilmington Trust, National Association (“WTNA”) (formerly called M&T Bank, National Association) will act as trustee (the “Trustee”) on behalf of the Certificateholders pursuant to the Pooling and Servicing Agreement. WTNA is a national banking association with trust powers incorporated in 1995. WTNA’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions. As of December 31, 2014, WTNA served as trustee on over 1,500 mortgage-backed related securities transactions having an aggregate original principal balance in excess of $64 billion, of which approximately 77 transactions were commercial mortgage-backed securities transactions having an aggregate original principal balance of approximately $44 billion.

The parties to this transaction may maintain banking and other commercial relationships with WTNA and its affiliates. In its capacity as trustee on commercial mortgage securitizations, WTNA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance. In the past three years, WTNA and its affiliates have not been required to make an advance on a commercial mortgage-backed securities transaction.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a material adverse effect on its services as Trustee.

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

The Trustee is required to at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and will not be an affiliate of the Master Servicer or the Special Servicer and (iii) an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s (or, in the case of WTNA, a long-term senior unsecured debt rating of at least “Baa2” by Moody’s if the Master Servicer has a long-term senior unsecured debt rating of at least “A2” by Moody’s and a short-term debt rating of at least “P-1” by Moody’s) and, if rated by KBRA, an equivalent rating from KBRA, and whose short-term unsecured debt is rated at least “P-1” by Moody’s (or, in the case of WTNA, a short-term unsecured debt rating of at least “P-2” by Moody’s if the Master Servicer has a long-term senior unsecured debt rating of at least “A2” by Moody’s and a short-term debt rating of at least “P-1” by Moody’s) and, if rated by KBRA, an equivalent rating from KBRA, or has been assigned such other ratings as are acceptable to the Rating Agencies or has a fiscal agent that would be an eligible Trustee under the Pooling and Servicing Agreement.

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

The Pooling and Servicing Agreement provides that no provision of such agreement will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own

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willful misconduct or bad faith; provided, however, that if no Servicer Termination Event has occurred and is continuing, the Trustee will be required to perform, and will be liable for, only those duties specifically required under the Pooling and Servicing Agreement. Upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the Pooling and Servicing Agreement, the Trustee will be required to examine those documents and to determine whether they conform, on their face, to the requirements of that agreement. Within 30 days after the occurrence of any Servicer Termination Event of which a responsible officer of the Trustee has actual knowledge, the Trustee is required to promptly transmit by mail to the Depositor, the Certificate Administrator (who then is required to notify all Certificateholders) and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) notice of such occurrence, unless such Servicer Termination Event has been cured.

Certain Matters Regarding the Trustee

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

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

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

Resignation and Removal of the Trustee

The Trustee will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, the Directing Holder and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). Upon receiving such notice of resignation, the Depositor will be required to promptly appoint a successor Trustee, which successor will be, if no Control Termination Event has occurred and

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is continuing, reasonably acceptable to the Directing Holder. If no successor Trustee has accepted an appointment within a specified period after the giving of notice of resignation, the resigning Trustee may petition any court of competent jurisdiction to appoint a successor Trustee.

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

At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuing Entity or property securing the same is located, the Trustee will have the power to appoint one or more persons or entities approved by the Trustee to act (at the expense of the Issuing Entity) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Issuing Entity, and to vest in such co-trustee or separate trustee such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Except as required by applicable law, the appointment of a co-trustee or separate trustee will not relieve the Trustee of its responsibilities, obligations and liabilities under the Pooling and Servicing Agreement to the extent set forth in the Pooling and Servicing Agreement; provided that no Trustee under the Pooling and Servicing Agreement will be personally liable by reason of any act or omission of any other trustee under the Pooling and Servicing Agreement.

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

THE CERTIFICATE ADMINISTRATOR AND CUSTODIAN

Wells Fargo Bank, National Association (“Wells Fargo”), will act as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”) and the paying agent (in such capacity, the “Paying Agent”) under the Pooling and Servicing Agreement.

Wells Fargo is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $1.7 trillion in assets and approximately 265,000 employees as of December 31, 2014, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The transaction parties and any Companion Loan holder may maintain banking and other commercial relationships with Wells Fargo and its affiliates. Wells Fargo maintains its office for certificate transfer services at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.

Under the terms of the Pooling and Servicing Agreement, the Certificate Administrator is responsible for securities administration, which includes pool performance calculations, distribution calculations and

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the preparation of monthly distribution reports, and for the preparation and filing of all REMIC and grantor trust tax returns and information on behalf of the Issuing Entity and the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the Issuing Entity. Wells Fargo has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed securities since 1997. As of December 31, 2014, Wells Fargo was acting as securities administrator with respect to more than $171 billion of outstanding commercial mortgage-backed securities.

Wells Fargo is acting as custodian of the mortgage loan files pursuant and subject to the terms of the Pooling and Servicing Agreement. In such capacity, Wells Fargo is responsible for holding and safeguarding the mortgage notes and other contents of the mortgage files on behalf of the Certificateholders. Wells Fargo maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. Wells Fargo has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo maintains its commercial document custody facilities in Minneapolis, Minnesota. As of December 31, 2014, Wells Fargo was acting as custodian of more than 116,000 commercial mortgage loan files.

Wells Fargo serves or may have served within the past two years as loan file custodian for various mortgage loans owned by a Sponsor and an affiliate of such Sponsor one or more of those mortgage loans may be included in the Issuing Entity. The terms of any custodial agreement under which those services are provided by Wells Fargo are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A., in its capacity as trustee under 276 residential mortgage backed securities (“RMBS“) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a civil complaint in the United States District Court for the Southern District of New York against Wells Fargo Bank, N.A., alleging claims against the bank in its capacity as trustee for 274 residential mortgage backed securities (“RMBS”) trusts (the “Complaint”). In December 2014 the plaintiffs’ motion to voluntarily dismiss the original state court action was granted. As with the prior state court action, the Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Complaint against Wells Fargo Bank, N.A. alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee’s alleged failure to (i) enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default purportedly caused by breaches by mortgage loan servicers, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank, N.A. and other trustees by RMBS investors in these and other transactions.

There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, Wells Fargo denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

The foregoing information concerning the Certificate Administrator and Custodian has been provided by Wells Fargo. Wells Fargo does not make any representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to it being a valid obligation of the Certificate Administrator and Custodian), the Certificates, the Mortgage Loans, this free writing prospectus (other than as to the accuracy of the information provided by the Certificate Administrator and Custodian) or any related documents and will not be accountable for the use or application by or on behalf of the Master

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Servicer or the Special Servicer of any funds paid to the Master Servicer or any Special Servicer in respect of the Certificates or the Mortgage Loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of the Master Servicer or any Special Servicer.

Certain Matters Regarding the Certificate Administrator

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

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

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

The Certificate Administrator and any director, officer, employee, representative or agent of the Certificate Administrator, will be entitled to indemnification by the Issuing Entity for any loss, liability, damages, claims or unanticipated expenses (including reasonable attorneys’ fees and expenses) arising out of or incurred by the Certificate Administrator in connection with its participation in the transaction and any act or omission of the Certificate Administrator relating to the exercise and performance of any of the powers and duties of the Certificate Administrator (including in any capacities in which it serves, e.g., Paying Agent, REMIC administrator, Authenticating Agent, Custodian, Certificate Registrar and 17g-5 Information Provider) under the Pooling and Servicing Agreement. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the Certificate Administrator pursuant to the Pooling and Servicing Agreement, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith, fraud or negligence on the part of the Certificate Administrator in the performance of its obligations and duties under the Pooling and Servicing Agreement,

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or by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the Certificate Administrator made in the Pooling and Servicing Agreement.

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

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

The Certificate Administrator will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Mortgage Loan Sellers and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). Upon receiving this notice of resignation, the Trustee will be required to promptly appoint a successor Certificate Administrator (which may be the Trustee). If no successor Certificate Administrator shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Certificate Administrator may petition any court of competent jurisdiction to appoint a successor Certificate Administrator. The Certificate Administrator will be required to bear all reasonable out of pocket costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with the resignation of such Certificate Administrator.

The Depositor may direct the Trustee to terminate the Certificate Administrator upon 5 business days’ notice if the Certificate Administrator fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement.

Trustee and Certificate Administrator Fee

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

PAYING AGENT, CERTIFICATE REGISTRAR, CUSTODIAN AND AUTHENTICATING AGENT

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

Based solely on the monthly loan information provided by the Master Servicer, the Certificate Administrator will calculate the amount of principal and interest to be paid to each class of Certificates on

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

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

THE OPERATING ADVISOR

Pentalpha Surveillance LLC, a Delaware limited liability company (“Pentalpha Surveillance”), will act as operating advisor under the Pooling and Servicing Agreement (in such capacity, the “Operating Advisor”). Pentalpha Surveillance, located at 375 N. French Road, Amherst, New York, is privately held and primarily dedicated to providing independent oversight of loan securitization trusts’ ongoing operations. Pentalpha Surveillance is an affiliate of the privately-owned Pentalpha group of companies, which is headquartered at Two Greenwich Office Park North, Greenwich, Connecticut. The Pentalpha group of companies was founded in 1995 and is managed by James Callahan. Mr. Callahan has historically focused on subordinate debt trading of commercial and residential mortgage-backed securities, as well as securities backed by consumer and corporate loans.

Pentalpha Surveillance maintains proprietary software and a team of industry operations veterans dedicated to investigating and resolving securitization matters including, but not limited to, collection optimization, representation and warranty settlements, derivative contract errors, and transaction party disputes. Loans collateralized by commercial and residential real estate debt represent the majority of its focus. Some of the company’s oversight assignments utilize “after the action” compliance reviews while others are more proactive and include delegated authority that requires Pentalpha Surveillance to provide “loan-level preapprovals” before a vendor takes an action. More than $500 billion of residential, commercial and other income-producing loans have been boarded to the Pentalpha Surveillance system in connection with the services provided by the Pentalpha group of companies.

Pentalpha Surveillance and its affiliates have been engaged by individual securitization trusts, financial institutions, institutional investors as well as agencies of the US government. Excluding the COMM 2015-CCRE23 transaction, as of March 31, 2015, Pentalpha Surveillance has been appointed as operating advisor or trust advisor for approximately $68 billion of commercial mortgage-backed securities in 60 transactions since October 2010.

Pentalpha Surveillance is not an affiliate of the Issuing Entity, the Depositor, the Sponsors, the Mortgage Loan Sellers, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any “originators” (within the meaning of Item 1110 of Regulation AB), any “significant obligor” (within the meaning of Items 1101 and 1112 of Regulation AB) or the initial Directing Holder.

From time to time Pentalpha Surveillance may be a party to lawsuits and other legal proceedings arising in the ordinary course of business. However, there are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against Pentalpha Surveillance or of which any of its property is the subject, that would have a material adverse effect on

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Pentalpha Surveillance’s business or its ability to serve as Operating Advisor pursuant to the Pooling and Servicing Agreement or that is material to the holders of the Certificates.

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

Certain terms of the Pooling and Servicing Agreement regarding the Operating Advisor’s rights, obligations, removal, replacement, resignation, transfer, and compensation are described under “The Pooling and Servicing Agreement—The Operating Advisor” in this free writing prospectus. Certain limitations on the Operating Advisor’s liability under the Pooling and Servicing Agreement are described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor” in this free writing prospectus.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

CCRE Lending, a Sponsor and Mortgage Loan Seller, Berkeley Point Capital LLC, a primary servicer, and Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the Underwriters, are affiliates of each other.

JLC, a Sponsor and a Mortgage Loan Seller, and Jefferies LLC, an Underwriter, are affiliated with each other.

CWCAM or an affiliate of CWCAM assisted Seer Capital Management L.P. or one of its affiliates with its due diligence of the Mortgage Loans prior to the Closing Date.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, German American Capital Corporation, a sponsor and a mortgage loan seller, and Deutsche Bank Securities Inc., an underwriter), 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 April 24, 2015, 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 6.0% of the outstanding pool balance as of the cut-off date (except that the number and dollar amount of mortgage loans subject to that repurchase facility may increase or decrease prior to the issuance of the certificates).

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Deutsche Bank AG, Cayman Islands Branch (an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, German American Capital Corporation, a sponsor and a mortgage loan seller, and Deutsche Bank Securities Inc., an underwriter), and certain other third party lenders provide warehouse financing to certain affiliates of Jefferies LoanCore LLC through various repurchase facilities. Some or all of the mortgage loans that Jefferies LoanCore LLC will transfer to the depositor are (or are expected to be prior to the closing date) subject to those repurchase facilities. Proceeds received by Jefferies LoanCore LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties. As of April 24, 2015, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty to Jefferies LoanCore LLC with respect to 1 of the mortgage loans that Jefferies LoanCore LLC and German American Capital Corporation will transfer to the depositor, representing approximately 4.1% of the outstanding pool balance as of the cut-off date (except that the number and dollar amount of mortgage loans subject to that repurchase facility may increase or decrease prior to the issuance of the certificates).

Jefferies Funding LLC (an affiliate of Jefferies LLC, an underwriter), provides warehouse financing to Jefferies LoanCore LLC through various repurchase facilities. None of the mortgage loans that Jefferies LoanCore LLC will transfer to the depositor are (or are expected to be prior to the closing date) subject to those repurchase facilities.

Pursuant to certain interim servicing agreements between German American Capital Corporation and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 2 of the Mortgage Loans to be contributed to this securitization by German American Capital Corporation, representing approximately 2.3% of the Initial Outstanding Pool Balance.

Pursuant to certain interim servicing agreements between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 11 of the Mortgage Loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 7.4% of the Initial Outstanding Pool Balance.

Pursuant to a limited subservicing agreement between Berkeley Point Capital LLC, on the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Berkeley Point Capital LLC will have the right to assume certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 28 of the CCRE Mortgage Loans, representing approximately 25.3% of the Initial Outstanding Pool Balance, and will receive a fee equal to 0.0200% per annum for each such Mortgage Loan.

Pursuant to a subservicing agreement between Wells Fargo Bank, National Association, a national banking association, on the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Wells Fargo Bank, National Association is expected to act as primary servicer with respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle and La Gran Plaza, representing approximately 6.6% and 1.9%, respectively, of the Initial Outstanding Pool Balance.

Wells Fargo, which is acting as the Certificate Administrator, Custodian, 17g-5 Information Provider, Certificate Registrar and Authenticating Agent for this transaction, is the WFCM 2015-LC20 Master Servicer, the WFCM 2015-LC20 Certificate Administrator and the WFCM 2015-LC20 custodian, which currently holds the Walgreens Portfolio Companion Loan designated as Note A-1.

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,

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including, prior to their inclusion in the issuing entity, 12 of the Mortgage Loans to be contributed to this securitization by German American Capital Corporation, representing approximately 21.5% of the Initial Outstanding Pool Balance.

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, including, prior to their inclusion in the issuing entity, 17 of the Mortgage Loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 17.9% of the Initial Outstanding Pool Balance.

Pursuant to certain interim servicing agreements between Ladder Capital Finance LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 17 of the Mortgage Loans to be contributed to this securitization by Ladder Capital Finance LLC, representing approximately 14.1% of the Initial Outstanding Pool Balance.

Pursuant to certain interim servicing agreements between Jefferies LoanCore, LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, both of the Mortgage Loans to be contributed to this securitization by Jefferies LoanCore, LLC and German American Capital Corporation, representing approximately 12.9% of the Initial Outstanding Pool Balance.

With respect to the 9200 & 9220 Sunset Mortgage Loan representing approximately 8.8% of the Initial Outstanding Pool Balance, as of the date of this free writing prospectus, JLC holds the related Companion Loan designated as Note A-1 and is expected to include it in a future securitization.

With respect to the Courtyard by Marriott Pooled Mortgage Loan representing approximately 7.3% of the Initial Outstanding Pool Balance, GACC and Citigroup Global Markets Realty Corp. or certain of their affiliates will, as of the date of the initial issuance of the Offered Certificates, hold the related Companion Loans designated as Note A-2B and Note A-2C.

With respect to the La Gran Plaza Mortgage Loan representing approximately 1.9% of the Initial Outstanding Pool Balance, an affiliate of LCF will, as of the date of the initial issuance of the Offered Certificates, hold the related Companion Loans designated as Note A-1 and Note A-2.

LCF is affiliated with the borrowers under 4 LCF Mortgage Loans, collectively representing approximately 0.2% of the Initial Outstanding Pool Balance. Such Mortgage Loans may contain certain terms that are more favorable to the subject borrower than would have been the case if the originating lender had not been an affiliate of the subject borrower.

DESCRIPTION OF THE MORTGAGE POOL

General

The Issuing Entity to be created by the Depositor will consist of (i) a pool (the “Mortgage Pool”) of 83 fixed-rate mortgage loans, which does not include any Companion Loans (each, a “Mortgage Loan,” and collectively, the “Mortgage Loans”) and (ii) the Courtyard by Marriott non-pooled trust companion loans secured by first liens on 220 commercial, multifamily and manufactured housing community properties (each, a “Mortgaged Property,” and collectively, the “Mortgaged Properties”). The Mortgage Pool (which, for the avoidance of doubt, does not include the Courtyard by Marriott non-pooled trust companion loans) has an aggregate principal balance as of the Cut-off Date of approximately $1,369,706,187 (the “Initial Outstanding Pool Balance”), subject to a variance of plus or minus 5.0%. The principal balances of the Mortgage Loans as of the later of the related due date of such Mortgage Loan in May 2015 and the date

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of origination of such Mortgage Loan (the “Cut-off Date”) (each, a “Cut-off Date Balance”) will range from $721,500 to $120,000,000 and the average Cut-off Date Balance will be $16,502,484 subject to a variance of plus or minus 5.0%.

The calculations of the Initial Outstanding Pool Balance and the respective Cut-off Date Balances of the Mortgage Loans are based on the assumption that all scheduled payments of principal due with respect to the Mortgage Loans during May 2015 are timely made. All numerical information provided in this free writing prospectus with respect to the Mortgage Loans is provided on an approximate basis. All percentages of the Mortgage Pool referred to in this free writing prospectus without further description are approximate percentages of the Initial Outstanding Pool Balance. Descriptions of the terms and provisions of the Mortgage Loans are generalized descriptions of the terms and provisions of the Mortgage Loans in the aggregate. Many of the individual Mortgage Loans have specific terms and provisions that deviate from the general description.

The Issuing Entity’s assets will also include certain of the promissory notes secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, including: (1) the promissory note designated as promissory note A-2A (the “Courtyard by Marriott Pooled Mortgage Loan”) having a Cut-off Date principal balance of $100,000,000; (2) the promissory note designated as promissory note A-1 having a Cut-off Date principal balance of $33,500,000 (the “Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan”); and (3) the promissory note designated as promissory note B having a Cut-off Date principal balance of $355,000,000 (the “Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan” and together, with the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan, the “Courtyard by Marriott Non-Pooled Trust Companion Loans”). The Courtyard by Marriott Pooled Mortgage Loan represents approximately 7.3% of the Initial Outstanding Pool Balance. The Courtyard by Marriott Pooled Mortgage Loan will be pooled with the other Mortgage Loans to support the Regular Certificates other than the Loan-Specific Certificates. The Courtyard by Marriott Non-Pooled Trust Companion Loans will support the Loan-Specific Certificates. Although the Courtyard by Marriott Non-Pooled Trust Companion Loans are an asset of the Issuing Entity, unless otherwise indicated, for purposes of numerical and statistical information contained in this free writing prospectus, the Courtyard by Marriott Non-Pooled Trust Companion Loans are not reflected in this free writing prospectus and the term “Mortgage Loan” in that context does not include the Courtyard by Marriott Non-Pooled Trust Companion Loans.

The 9200 & 9220 Sunset Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement.

The Courtyard by Marriott Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement.

The 3 Columbus Circle Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement.

The La Gran Plaza Loan Combination will each be initially serviced by the Master Servicer and the Special Servicer pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Loan Combination will be serviced pursuant to, and by the master servicer and special servicer designated in, the pooling and servicing agreement entered into in connection with such other securitization and the related Intercreditor Agreement.

The Walgreens Portfolio Loan Combination is expected to be serviced under the WFCM 2015-LC20 pooling and servicing agreement and the related Intercreditor Agreement.

“Companion Loan” means each of the 9200 & 9220 Sunset Companion Loan, the Courtyard by Marriott Pari Passu Companion Loans, the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, the 3 Columbus Circle Companion Loans, the La Gran Plaza Companion Loans and the Walgreens Portfolio Companion Loans.

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“Intercreditor Agreement” means with respect to any Loan Combination, the related intercreditor, co-lender or similar agreement in effect from time to time by and between the holders of the related Mortgage Loan and the holders of the related Serviced Companion Loan(s) relating to the relative rights of such holders. The 9200 & 9220 Sunset intercreditor agreement, the Courtyard by Marriott Portfolio intercreditor agreement, the 3 Columbus Circle intercreditor agreement, the La Gran Plaza intercreditor agreement and the Walgreens Portfolio intercreditor agreement will be an Intercreditor Agreement, as the context may require.

“Loan Combination” means each of the 9200 & 9220 Sunset Loan Combination, the Courtyard by Marriott Loan Combination, the 3 Columbus Circle Loan Combination, the La Gran Plaza Loan Combination and the Walgreens Portfolio Loan Combination, as the context may require and as applicable.

“Non-Serviced Companion Loan” means, with respect to any Non-Serviced Loan Combination, any related mortgage note not included in the Issuing Entity that is not serviced under the Pooling and Servicing Agreement and that is generally payable on a pari passu basis with a Non-Serviced Mortgage Loan included in the Issuing Entity to the extent set forth in the related Intercreditor Agreement. The Walgreens Portfolio Companion Loan will be a Non-Serviced Companion Loan. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Companion Loan will be a Non-Serviced Companion Loan. Prior to the La Gran Plaza Securitization Date, the La Gran Plaza Companion Loan will be a Serviced Companion Loan.

“Non-Serviced Loan Combination” means any Loan Combination that is not serviced under the Pooling and Servicing Agreement that is divided into one or more notes, which includes a Mortgage Loan included in the Issuing Entity but serviced under another agreement and one or more mortgage notes not included in the Issuing Entity and serviced under another agreement. References herein to a Non-Serviced Loan Combination refer to the aggregate indebtedness under the related notes. The Walgreens Portfolio Loan Combination will be a Non-Serviced Loan Combination. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Loan Combination will be a Non-Serviced Loan Combination. Prior to the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Loan Combination will be a Serviced Loan Combination.

“Non-Serviced Mortgage Loan” means, with respect to any Non-Serviced Loan Combination, a Mortgage Loan included in the Issuing Entity but serviced under another agreement. The Walgreens Portfolio Mortgage Loan will be a Non-Serviced Mortgage Loan. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Mortgage Loan, will be a Non-Serviced Mortgage Loan. Prior to the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Mortgage Loan will be a Serviced Mortgage Loan.

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

“Serviced Companion Loan” means, with respect to any Serviced Loan Combination, any related mortgage note not included in the Issuing Entity that is serviced under the Pooling and Servicing Agreement and that is generally payable on a pari passu basis, with a Mortgage Loan included in the Issuing Entity to the extent set forth in the related Intercreditor Agreement (except that with respect to the Courtyard by Marriott Loan Combination, the term “Serviced Companion Loan” will also include the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan that will be acquired by the Issuing Entity but will not be part of the Mortgage Pool). The 9200 & 9220 Sunset Companion Loans, the Courtyard by Marriott Pari Passu Companion Loans, the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan and the 3 Columbus Circle Companion Loans and, prior to the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Companion Loan will be the only Serviced Companion Loans related to the Issuing Entity. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Companion Loan will be a Non-Serviced Companion Loan.

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“Serviced Loan Combination” means a Loan Combination serviced under the Pooling and Servicing Agreement. References herein to a Serviced Loan Combination refer to the aggregate indebtedness under the related notes. The 9200 & 9220 Sunset Loan Combination, the Courtyard by Marriott Loan Combination and the 3 Columbus Circle Loan Combination and, prior to the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Loan Combination will be the only Serviced Loan Combinations related to the Issuing Entity. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Loan Combination will be a Non-Serviced Loan Combination.

“Serviced Pari Passu Companion Loan” means, with respect to any Serviced Loan Combination, any related Pari Passu Companion Loan that is serviced under the Pooling and Servicing Agreement. The 9200 & 9220 Sunset Companion Loan, the Courtyard by Marriott Pari Passu Companion Loans and the 3 Columbus Circle Companion Loan and, prior to the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Companion Loan will be the only Serviced Pari Passu Companion Loans related to the Issuing Entity. On and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Companion Loan will be a Non-Serviced Companion Loan.

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

Interest of Borrower Encumbered	Number of Mortgaged Properties		Aggregate Cut-off Date Balance(1)	% of Initial Outstanding Pool Balance(1)
Fee Simple(2)	211	$	1,332,648,317	97.3%
Leasehold(3)	9	$	37,057,870	2.7%
Total	220	$	1,369,706,187	100.0%

(1)

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

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

(3)

With respect to the Mortgaged Property identified on Annex A-1 to this free writing prospectus as Holiday Inn Express - Poughkeepsie, which secures a Mortgage Loan representing approximately 0.5% of the outstanding pool balance as of the cut-off date, collateral for the Mortgage Loan also includes a mortgage on an affiliate of the borrower’s ownership interest in the fee interest of the Mortgaged Property. Such affiliate of the borrower has a 50% ownership interest in the fee interest in the Mortgaged Property as a tenant in common.

Subject in some cases to a next business day convention, all of the Mortgage Loans have due dates upon which interest and/or principal payments are due under the related Note (each such date, a “Due Date“) that occur as described in the following table with the indicated grace period.

Due Date	Default Grace Period Days	Number of Mortgage Loans	Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance
6	0	71	$	1,277,277,748	93.3%
1	5	12	$	92,428,438	6.7%

As used in this free writing prospectus, “grace period” is the number of days before a payment default is an event of default under each Mortgage Loan. A grace period does not apply to a maturity date or anticipated repayment date payment. The information in the foregoing table is based on the related Mortgage Loan Documents. Certain jurisdictions may impose a statutorily longer grace period. See Annex A-1 to this free writing prospectus for information on the number of days before a payment default is an event of default under each Mortgage Loan.

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Security for the Mortgage Loans

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

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

Significant Mortgage Loans

The following table sets forth information regarding the 10 largest Mortgage Loans, which represent, in the aggregate, approximately 47.6% of the Initial Outstanding Pool Balance.

Ten Largest Mortgage Loans

Mortgage Loan	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Remaining Term or ARD	U/W NCF DSCR	Cut-off Date LTV	LTV Ratio at Maturity or ARD	Cut-off Date U/W NOI Debt Yield
9200 & 9220 Sunset(1)	$120,000,000	8.8%	3.9850%	116	2.21x	60.9%	60.9%	9.1%
Courtyard by Marriott Portfolio(1)(2)	$100,000,000	7.3%	3.6900%	59	7.40x	28.2%	28.2%	32.7%
DFW / Raleigh Portfolio	$95,800,000	7.0%	4.4300%	119	1.31x	74.4%	65.0%	8.4%
3 Columbus Circle(1)	$90,000,000	6.6%	3.6100%	118	2.30x	50.0%	50.0%	8.8%
Maui Coast Hotel	$56,320,000	4.1%	3.9300%	119	2.77x	55.0%	55.0%	12.1%
Sherman Plaza	$48,700,000	3.6%	4.3250%	119	1.40x	69.9%	60.9%	9.0%
Hacienda Club	$39,916,155	2.9%	5.3750%	118	1.20x	69.7%	58.1%	8.2%
DoubleTree San Diego	$36,653,165	2.7%	4.6723%	119	1.53x	68.8%	56.0%	10.8%
Lake Arrowhead Village	$32,924,353	2.4%	4.9500%	118	1.26x	66.5%	54.7%	8.8%
100 Middle Street	$31,000,000	2.3%	4.2690%	119	1.33x	74.1%	65.1%	9.0%
	$651,313,672	47.6%	4.1602%	109	2.68x	58.4%	53.9%	12.9%

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(1)

In the case of the 9200 & 9220 Sunset Mortgage Loan, the Courtyard by Marriott Pooled Mortgage Loan and the 3 Columbus Circle Mortgage Loan, representing approximately 8.8%, 7.3% and 6.6%, respectively, of the Initial Outstanding Pool Balance, each of which has one or more Pari Passu Companion Loans that will not be included in the mortgage pool, the debt service coverage ratios, loan-to-value ratios and debt yields for such Mortgage Loans have been calculated based on the Mortgage Loan included in the mortgage pool and the related Pari Passu Companion Loans, but not any subordinate companion loan.

(2)	Does not include the Courtyard by Marriott non-pooled trust companion loans or the Courtyard by Marriott non-trust pari passu companion loans.

For a brief summary of the top 20 Mortgage Loans (including the top 10 Mortgage Loans described above) in the pool of Mortgage Loans, see Annex B to this free writing prospectus.

Sale of the Mortgage Loans

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

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

Mortgage Loan Seller	Number of Mortgage Loans	Total Cut-off Date Principal Balance		% of Initial Outstanding Pool Balance
German American Capital Corporation(1)(2)	21	$	574,451,052	41.9%
Cantor Commercial Real Estate Lending, L.P.	31	$	390,213,981	28.5%
Ladder Capital Finance LLC	18	$	204,536,561	14.9%
Jefferies LoanCore, LLC(1)	3	$	108,076,155	7.9%
General Electric Capital Corporation	12	$	92,428,438	6.7%
Total	83(3)	$	1,369,706,187	100.0%

(1)

The 9200 & 9220 Sunset Mortgage Loan and the Maui Coast Hotel Mortgage Loan were originated by JLC and a portion of each Mortgage Loan was subsequently purchased by GACC. The number of Mortgage Loans listed next to each of GACC and JLC reflect both Mortgage Loans for GACC as Mortgage Loan Seller and JLC as Mortgage Loan Seller. The Cut-off Date Principal Balance and the percentage of Initial Outstanding Pool Balance reflect the allocated amounts of each such Mortgage Loan that will be contributed by each Mortgage Loan Seller.

(2)	Does not include the Courtyard by Marriott Non-Pooled Trust Companion Loans or the Courtyard by Marriott Non-Trust Pari Passu Companion Loans.

(3)

The total number of Mortgage Loans reflects the actual number of mortgage loans in the Mortgage Pool, and does not reflect the sum of the number of Mortgage Loans listed for each individual Mortgage Loan Seller as the 9200 & 9220 Sunset Mortgage Loan and the Maui Coast Hotel Mortgage Loan are included in both the GACC and JLC loan counts.

Except as indicated in the following sentence, each Mortgage Loan Seller or one of its affiliates originated or acquired (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 Loans secured by the Mortgaged Properties identified on Annex A-1 to this free writing prospectus as 9200 & 9220 Sunset and Maui Coast Hotel, representing approximately 8.8% and 4.1%, respectively, of the Initial Outstanding Pool Balance, and as to which GACC and JLC are acting as Mortgage Loan Sellers, were originated by Jefferies LoanCore, LLC and a portion of each Mortgage Loan was sold to German American Capital Corporation prior to the date hereof.

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Each Mortgage Loan Purchase Agreement will be governed by the laws of the State of New York. Each party to a Mortgage Loan Purchase Agreement waives its right to a jury trial and consents to the jurisdiction of any New York State and Federal courts sitting in New York City with respect to matters arising out of or related to such Mortgage Loan Purchase Agreement.

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

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

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

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

Certain Underwriting Matters

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

●

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

●

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

●

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

●

environmental insurance with respect to such condition has been obtained;

●

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

●

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

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

With respect to certain of the Mortgaged Properties, the related borrower obtained a lender’s environmental insurance policy in lieu of obtaining a Phase II environmental site assessment or providing an indemnity or guaranty from a borrower sponsor in connection with the breach of environmental covenants in the related mortgage loan documents as described under “Risk Factors—Risks Related to the Mortgage Loans—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this free writing prospectus. Subject to certain conditions and exclusions, an environmental insurance policy generally insures the Issuing Entity against losses resulting from certain environmental conditions at the related Mortgaged Property during the applicable policy period. Subject to certain conditions and exclusions and any deductible, the environmental insurance policies generally provide coverage against (i)(A) losses resulting from default under the applicable Mortgage Loan, up to the then outstanding principal balance and certain unpaid interest of the Mortgage Loan, if on-site environmental conditions in violation of applicable environmental standards are discovered at the Mortgaged Property during the policy period and, in some cases, no foreclosure of the Mortgaged Property has taken place; provided, however, that with respect to certain Mortgage Loans for which an environmental insurance policy was obtained, the coverage may be limited to the lesser of the outstanding mortgage loan balance and the costs of clean-up of environmental conditions, up to the applicable aggregate policy limit or (B) losses arising during the policy period for certain known and disclosed environmental conditions and new environmental conditions discovered during the policy period up to the policy limit; (ii) losses from third party claims against the lender during the policy period for bodily injury, property damage or loss of third party property value resulting from environmental conditions at or emanating from the Mortgaged Property up to the policy limit or loan balance, as applicable; and (iii) legal defense expenses in connection with the foregoing up to the policy limit or loan balance, as applicable. See “Risk Factors—Risks Related to the Mortgage Loans—Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates” and “—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this free writing prospectus.

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

Property Condition Assessments. The Mortgage Loan Sellers have informed the Depositor that, inspections of all of the Mortgaged Properties (or updates of previously conducted inspections) were conducted by independent licensed engineers or other representatives or designees (which may have been employees) of the related Mortgage Loan Seller or other originator within the 8-month period prior to the Cut-off Date. Such inspections were commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems (in most cases) and the general condition of the site, buildings and other improvements located at a Mortgaged Property. With respect to certain of the Mortgage Loans, the resulting reports indicated a variety of deferred maintenance items and recommended capital expenditures. The estimated cost of the necessary repairs or replacements at a Mortgaged Property was included in the related property condition assessment. In some (but not all) instances, cash reserves were established with the lender to fund such deferred maintenance and/or replacement items.

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

Appraisals and Market Analysis. The Mortgage Loan Sellers have informed the Depositor that, an appraisal or market analysis for all of the Mortgaged Properties was performed (or an existing appraisal was updated) on behalf of the related Mortgage Loan Seller within the 9-month period prior to the Cut-off Date. Such appraisal contained a statement or was accompanied by a letter from the related appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date the appraisal was completed. In general, such appraisals represent the analysis and opinion of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value. There can be no assurance that another appraiser would not have arrived at a different valuation, even if such appraiser used the same general approach to and the same method of appraising the Mortgaged Property. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale. See “Risk Factors—Risks Related to the Mortgage Loans—Appraisals and Market Studies Have Certain Limitations” in this free writing prospectus.

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

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

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

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lease), each Mortgage generally requires the related borrower to maintain (i) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property and (ii) business interruption or rent loss insurance in an amount not less than 100% of the projected rental income or gross receipts from the related Mortgaged Property for not less than six months (although some Mortgage Loans permit a shorter period).

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

With respect to certain of the Mortgage Loans, there are limitations on the amount of premium or amount of coverage that must be obtained by the borrower related specifically to terrorism insurance. Many of the Mortgage Loans provide that the borrower is not required to spend, solely related to terrorism insurance, more than two times the amount of insurance premium payable at the time of the origination of the Mortgage Loan in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, the related borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. Certain Mortgage Loans provide that the borrower is only required to maintain terrorism insurance so long as the lender determines that either (i) prudent owners of real estate comparable to the Mortgaged Property are maintaining such insurance or (ii) prudent institutional lenders to such owners are requiring that such owners maintain such insurance.

In addition, for example, in the case of the Mortgage Loan secured by the portfolio of Mortgaged Properties identified as Walgreens Portfolio, representing approximately 1.2% of the Initial Outstanding Pool Balance, the borrower did not obtain terrorism insurance. The loan documents require that the Mortgaged Properties be rebuilt in the event of a casualty and the tenant is obligated under the leases to rebuild any damaged property or properties.

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

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

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

In some cases, required insurance is provided under a blanket policy that also insures properties that secure mortgage loans owned by the related sponsor that are not included in this securitization. In some cases, the related borrower or the related property manager or its affiliate maintains one or more forms of insurance under blanket policies. For example, with respect to 161 Mortgaged Properties that secure Mortgage Loans in the representing in the aggregate approximately 70.1% of the Initial Outstanding Pool

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Balance (by Allocated Loan Amount), certain insurance for the related Mortgaged Property (or, if applicable, some or all of the related Mortgaged Properties) is under a borrower’s or property manager’s or affiliate’s blanket insurance policy. With respect to certain of these Mortgage Loans, the related borrower may be required to make payments to an insurance reserve if the related Mortgaged Property is no longer covered by the blanket insurance policy. The blanket insurance risk is magnified when affiliated loans in the same pool are covered by the same blanket policy. Some Mortgaged Properties included in the Mortgage Pool may be insured pursuant to a blanket policy covering such Mortgaged Properties together with other properties owned directly or indirectly by the related loan sponsor that are not included in the Mortgage Pool.

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

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

Loan Combinations

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

Mortgage Loan	Mortgage Loan Cut-off Date Balance	Aggregate Companion Loan Cut-off Date Balance		Loan Combination Cut-off Date Balance		Loan Combination U/W NCF DSCR	Loan Combination Cut-off Date LTV Ratio	Loan Combination Cut-off Date U/W NOI Debt Yield
9200 & 9220 Sunset	$120,000,000	$90,000,000		$210,000,000		2.21x	60.9%	9.1%
Courtyard by Marriott Portfolio	$100,000,000	$215,000,000	(1)	$315,000,000	(1)	7.40x	28.2%	32.7%
3 Columbus Circle	$90,000,000	$260,000,000		$350,000,000		2.30x	50.0%	8.8%
La Gran Plaza	$26,000,000	$50,000,000		$76,000,000		1.73x	65.2%	11.2%
Walgreens Portfolio	$16,000,000	$103,065,000		$119,065,000		1.36x	68.4%	8.3%

(1)	Excludes $355,000,000 of subordinate secured debt evidenced by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan.

The 9200 & 9220 Sunset Loan Combination

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this free writing prospectus as 9200 & 9220 Sunset, representing approximately 8.8% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $120,000,000 (the “9200 & 9220 Sunset Mortgage Loan”), is part of a loan combination comprised of 3 promissory notes, each of which is secured by the same mortgage instruments on the same underlying Mortgaged Property (the “9200 & 9220 Sunset Mortgaged Property”). The 9200 & 9220 Sunset Mortgage Loan is evidenced by Notes A-2 and A-3, with a combined original principal balance of $120,000,000 and a combined Cut-off Date Balance of $120,000,000. The portion of the 9200 & 9220 Sunset Loan Combination (as defined below) evidenced by promissory note A-1, with an original principal balance of $90,000,000 which is currently held by JLC, a Sponsor and Mortgage Loan Seller, is referred to in this free writing prospectus as the “9200 & 9220 Sunset Companion Loan” and is pari passu in right of payment with the 9200 & 9220 Sunset Mortgage Loan. The 9200 & 9220 Sunset Mortgage Loan and the 9200 & 9220 Sunset Companion Loan is referred to in this free writing prospectus as the “9200 & 9220 Sunset Loan Combination.” The 9200 & 9220 Sunset Companion Loan will not be transferred to the Issuing Entity and will not be part of the Mortgage Pool.

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The holders of the 9200 & 9220 Sunset Loan Combination (the “9200 & 9220 Sunset Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each 9200 & 9220 Sunset Noteholder (the “9200 & 9220 Sunset Intercreditor Agreement”).

Servicing. After the closing date, the 9200 & 9220 Sunset Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement. Subject to the terms of the 9200 & 9220 Sunset Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any 9200 & 9220 Sunset Noteholder will be effected in accordance with the Pooling and Servicing Agreement.

Advancing. The Master Servicer or the Trustee, as applicable, will be responsible for making: (i) P&I Advances on the 9200 & 9220 Sunset Mortgage Loan (but not on the 9200 & 9220 Sunset Companion Loan) pursuant to the Pooling and Servicing Agreement, in each case, unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance; and (ii) Property Advances with respect to the 9200 & 9220 Sunset Loan Combination, in each case unless a similar determination of nonrecoverability is made under the Pooling and Servicing Agreement.

Distributions. The 9200 & 9220 Sunset Intercreditor Agreement sets forth the respective rights of each of the 9200 & 9220 Sunset Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the 9200 & 9220 Sunset Loan Combination will be applied to the 9200 & 9220 Sunset Mortgage Loan and the 9200 & 9220 Sunset Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer and special servicer in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing holder under the 9200 & 9220 Sunset Intercreditor Agreement with respect to the 9200 & 9220 Sunset Loan Combination will be the Controlling Class Representative. Certain decisions to be made with respect to the 9200 & 9220 Sunset Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the Pooling and Servicing Agreement, will require the approval of the Controlling Class Representative.

Pursuant to the terms of the 9200 & 9220 Sunset Intercreditor Agreement, the 9200 & 9220 Sunset Non-Controlling Note Holders will have the right to (i) receive copies of all notices, information and reports that the Special Servicer is required to provide to the Controlling Class Representative within the same time frame it is required to provide such notices, information and reports to the Controlling Class Representative and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the 9200 & 9220 Sunset Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the 9200 & 9220 Sunset Non-Controlling Note Holders will expire 10 business days after the delivery by the Special Servicer of notice and information relating to the matter subject to consultation, whether or not the 9200 & 9220 Sunset Non-Controlling Note Holders has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the 9200 & 9220 Sunset Non-Controlling Note Holders’ consultation rights described above, the Special Servicer is permitted to make any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the 9200 & 9220 Sunset Mortgage Loan and the 9200 & 9220 Sunset Companion Loan.

Notwithstanding the foregoing consultation rights, no direction or objection by the 9200 & 9220 Sunset Non-Controlling Note Holders may require or cause the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the Pooling and Servicing Agreement, the 9200 & 9220 Sunset Intercreditor Agreement or the REMIC provisions of the Code, including without limitation the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the

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Master Servicer, Special Servicer, Paying Agent, Trust Fund, Certificate Administrator or Trustee to liability, or materially expand the scope of the Master Servicer’s, Special Servicer’s, Certificate Administrator’s or Trustee’s responsibilities under the Pooling and Servicing Agreement.

In addition to the consultation rights of the 9200 & 9220 Sunset Non-Controlling Note Holders described above, the 9200 & 9220 Sunset Non-Controlling Note Holders will have the right to annual conference calls with the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer, as applicable, in which servicing issues related to the 9200 & 9220 Sunset Loan Combination are discussed.

The “9200 & 9220 Sunset Non-Controlling Note Holders” means the party entitled under the securitization of the 9200 & 9220 Sunset Companion Loan to exercise the rights granted to the holder of the 9200 & 9220 Sunset Companion Loan under the 9200 & 9220 Sunset Intercreditor Agreement.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the 9200 & 9220 Sunset Intercreditor Agreement, if the 9200 & 9220 Sunset Loan Combination becomes a Defaulted Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement and thereafter the Special Servicer determines pursuant to the Pooling and Servicing Agreement and the 9200 & 9220 Sunset Intercreditor Agreement to pursue a sale of the 9200 & 9220 Sunset Mortgage Loan, the Special Servicer will be required to sell the 9200 & 9220 Sunset Mortgage Loan together with the 9200 & 9220 Sunset Companion Loans as a single whole loan, in accordance with the provisions of the Pooling and Servicing Agreement and the 9200 & 9220 Sunset Intercreditor Agreement; provided, that the Special Servicer will not be permitted to sell the 9200 & 9220 Sunset Loan Combination without the consent of each 9200 & 9220 Sunset Non-Controlling Note Holder unless the Special Servicer has satisfied certain notice and information delivery requirements.

Appointment of Special Servicer. The Controlling Class Representative (prior to a Control Termination Event) or Certificateholders with the requisite percentage of Pooled Voting Rights, as described under “The Pooling and Servicing Agreement—The Operating Advisor—Termination of the Operating Advisor Without Cause” (following a Control Termination Event), will have the right, with or without cause, to replace the Special Servicer and appoint a replacement special servicer in lieu thereof without the consent of the 9200 & 9220 Sunset Non-Controlling Note Holders as long as such replacement special servicer is a “qualified servicer” (as described in the 9200 & 9220 Sunset Intercreditor Agreement) and satisfies the other conditions set forth in the Pooling and Servicing Agreement.

The Courtyard by Marriott Loan Combination

General. The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, representing approximately 7.3% of the Cut-off Date Pool Balance (the “Courtyard by Marriott Pooled Mortgage Loan”), is part of a loan combination comprised of five (5) promissory notes, each of which is secured by the same mortgage instruments on the same underlying Mortgaged Properties (the “Courtyard by Marriott Mortgaged Property”). The Courtyard by Marriott Loan Combination (as defined below) is evidenced by:

(i) one (1) promissory note A-2A having a Cut-off Date principal balance of $100,000,000 that evidences the Courtyard by Marriott Pooled Mortgage Loan;

(ii) three (3) other promissory notes (collectively, the “Courtyard by Marriott Pari Passu Companion Loans”), which are generally pari passu in right of payment with the Courtyard by Marriott Pooled Mortgage Loan consisting of:

(a) promissory note A-1 having a Cut-off Date principal balance of $33,500,000 (the “Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan”),

(b) promissory note A-2B having a Cut-off Date principal balance of $97,050,000 (“CBM Note A-2B”) and

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(c) promissory note A-2C having a Cut-off Date principal balance of $84,450,000 (“CBM Note A-2C” and together with CBM Note A-2B, the “Courtyard by Marriott Non-Trust Pari Passu Companion Loans”); and

(iii) one (1) promissory note B having a Cut-off Date principal balance of $355,000,000 (the “Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan”) which is subordinate in right of payment in respect of each of the Courtyard by Marriott Pooled Mortgage Loan and the Courtyard by Marriott Pari Passu Companion Loans.

The Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, together with the Courtyard by Marriott Pooled Mortgage Loan and the Courtyard by Marriott Pari Passu Companion Loans, are referred to as the “Courtyard by Marriott Loan Combination”. Only the Courtyard by Marriott Pooled Mortgage Loan, the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan are included in the Issuing Entity. The CBM Note A-2B is currently held by German American Capital Corporation and the CBM Note A-2C is currently held by Citigroup Global Markets Realty Corp., each of which may sell such note at any time (including into a future securitization transaction) subject to compliance with the Courtyard by Marriott Co-Lender Agreement (as defined below).

The Courtyard by Marriott Pooled Mortgage Loan will be pooled with the other Mortgage Loans and interest and principal received in respect of the Courtyard by Marriott Pooled Mortgage Loan will be available to make distributions in respect of the Certificates (other than the Class V and Loan-Specific Certificates). The Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan (collectively, the “Courtyard by Marriott Non-Pooled Trust Companion Loans”) will be available to make distributions in respect of the Loan-Specific Certificates.

The holders of each note comprising the Courtyard by Marriott Loan Combination (the “Courtyard by Marriott Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Courtyard by Marriott Noteholder (the “Courtyard by Marriott Co-Lender Agreement”).

References herein to (a) the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder and Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder shall mean the Issuing Entity as holder of the such note as of the Closing Date, (b) the CBM Note A-2B holder shall mean German American Capital Corporation as holder of the such note as of the Closing Date and (c) the CBM Note A-2C holder shall mean Citigroup Global Markets Realty Corp. as holder of the such note as of the Closing Date.

Servicing. The Courtyard by Marriott Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement, but subject to the terms of the Courtyard by Marriott Co-Lender Agreement. Subject to the terms of the Courtyard by Marriott Co-Lender Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Courtyard by Marriott Noteholder will be effected in accordance with the Pooling and Servicing Agreement.

Amounts payable to the Issuing Entity as holder of the Courtyard by Marriott Pooled Mortgage Loan pursuant to the Courtyard by Marriott Co-Lender Agreement will be included in the Available Funds for the related Distribution Date, to the extent described in this free writing prospectus. Amounts payable to the Issuing Entity as holder of the Courtyard by Marriott Non-Pooled Trust Companion Loans pursuant to the Courtyard by Marriott Co-Lender Agreement will be included in the available funds relating to the Courtyard by Marriott Non-Pooled Trust Companion Loans for the related Distribution Date, to the extent described in this free writing prospectus.

For so long as no Courtyard by Marriott Control Termination Event has occurred and is continuing, the Courtyard by Marriott Directing Holder will have the right to approve certain modifications and consent to certain actions to be taken with respect to the Courtyard by Marriott Loan Combination, as more fully described below. Furthermore, subject to certain conditions of the Courtyard by Marriott Co-Lender

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Agreement, if any time the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan is no longer an asset of the Issuing Entity, the then-current holder of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan will have the right to cure certain defaults by the related borrower and will have certain repurchase rights, as more fully described in the Courtyard by Marriott Co-Lender Agreement.

Advancing. The Master Servicer or the Trustee, as applicable, will be responsible for making: (i) P&I Advances on the Courtyard by Marriott Pooled Mortgage Loan and the Courtyard by Marriott Non-Pooled Trust Companion Loans (but not on the Courtyard by Marriott Non-Trust Pari Passu Companion Loans) pursuant to the Pooling and Servicing Agreement, in each case, unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance (which determination may take into account the subordinate nature of any Courtyard by Marriott Non-Pooled Trust Companion Loan); and (ii) Property Advances with respect to the Courtyard by Marriott Loan Combination, in each case unless a similar determination of nonrecoverability is made under the Pooling and Servicing Agreement.

Distributions. With respect to each Distribution Date, if no Payment Application Trigger Event (as defined below) has occurred and is continuing with respect to the Courtyard by Marriott Loan Combination, all amounts tendered by the borrowers or otherwise available for payment on the Courtyard by Marriott Loan Combination will be applied, after payment of required reserves, escrows and certain other expenses, in the following order of priority:

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first, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, pro rata, up to the amount of any unreimbursed costs, expenses and advances paid or payable by the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and/or the CBM Note A-2C holder, with respect to the Courtyard by Marriott Loan Combination pursuant to the Courtyard by Marriott Co-Lender Agreement or the Pooling and Servicing Agreement;

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second, to the Master Servicer, the applicable accrued and unpaid Servicing Fee, and then to the Special Servicer, any Special Servicing Fees (including without limitation any Workout Fees and Liquidation Fees) earned by it with respect to the Courtyard by Marriott Loan Combination under the Courtyard by Marriott Co-Lender Agreement or the Pooling and Servicing Agreement;

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third, pari passu, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, in amounts equal to the accrued and unpaid interest on the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan, Courtyard by Marriott Pooled Mortgage Loan, CBM Note A-2B and CBM Note A-2C, in each case at the applicable Courtyard by Marriott Net Note Interest Rate, respectively, on a pro rata basis based on the amount of accrued and unpaid interest due to each such holder;

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fourth, with respect to any prepayment, other than any prepayment made from net proceeds received from any casualty or condemnation:

first, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder to be applied in reduction of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan principal balance, until such principal balance has been paid in full; and

second, pari passu to each of the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, in an amount equal to its percentage interest (to be determined after application of such prepayment to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion

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Loan under the preceding sub-paragraph) of the remaining amount of such prepayment, to be applied in reduction of their respective principal balances until such principal balances have been paid in full;

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fifth, with respect to any prepayment made from net proceeds received from any casualty or condemnation;

first, pari passu to each of the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, in an amount equal to its pro rata portion (based on their respective principal balances) of such prepayment made from net proceeds received from any casualty or condemnation, to be applied in reduction of their respective principal balances until such principal balances have been paid in full; and

second, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, to be applied in reduction of its principal balance until such principal balances has been paid in full;

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sixth, with respect to any balloon payment or other payment of principal on the Courtyard by Marriott Loan Combination, other than any prepayment made from net proceeds received from any casualty or condemnation, pari passu to each of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, in an amount equal to its pro rata portion (based on their respective percentage interests) of such balloon payment or other principal payment on the Courtyard by Marriott Loan Combination, in each case to be applied in reduction of their respective principal balances;

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seventh, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, up to the amount of any unreimbursed costs, expenses or advances paid or currently payable by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder with respect to the Courtyard by Marriott Loan Combination pursuant to the Courtyard by Marriott Co-Lender Agreement or the Pooling and Servicing Agreement, including, without limitation, unreimbursed Property Advances made by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder and any cure payment made by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder to cure a monetary default pursuant to the terms of the Courtyard by Marriott Co-Lender Agreement;

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eighth, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, in an amount equal to the accrued and unpaid interest on the principal balance of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan at the applicable Courtyard by Marriott Net Note Interest Rate;

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ninth, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder,

(1) any prepayment, other than any prepayment made from net proceeds received from any casualty or condemnation, in an amount equal to its pro rata portion (based on its percentage interest, to be determined after application of any portion of such prepayment to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan on such date under sub-paragraph fourth above) of the amount of such prepayment that remains after giving effect to the application of such prepayment to reduce the principal balance of Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan, as provided under sub-paragraph fourth above, to be applied in reduction of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan principal balance;

(2) with respect to any prepayment made from net proceeds received from any casualty or condemnation, any remaining amount of such prepayment made from net

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proceeds received from any casualty or condemnation after application under subparagraph fifth above to be applied in reduction of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan principal balance; and

(3) with respect to any balloon payment or other payment of principal on the Courtyard by Marriott Loan Combination its percentage interest of such balloon payment or other payment of principal on the Courtyard by Marriott Loan Combination, to be applied in reduction of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan principal balance;

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tenth, any default interest (to the extent (i) actually paid by the borrowers, (ii) in excess of interest accrued on the Courtyard by Marriott Loan Combination at the mortgage interest rate and (iii) not required to be paid to the Master Servicer, Special Servicer or Trustee or another master servicer or trustee under any other servicing agreement, in each case, pursuant to the terms of the Pooling and Servicing Agreement) pro rata (based on the amounts described below) and pari passu to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, in each case, in an amount calculated on the principal balance of such note at the excess of (x) the default interest rate applicable to such note over (y) the applicable Courtyard by Marriott Note Interest Rate;

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eleventh, pro rata and pari passu, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, any prepayment premium allocable to any prepayment of such note, to the extent actually paid by the borrowers;

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twelfth, pro rata and pari passu, (in the case of penalty charges, only to the extent not required to be paid to the Master Servicer, the Trustee or the Special Servicer or the master servicer or trustee under any other servicing agreement, in each case, pursuant to the terms of the Pooling and Servicing Agreement)) (on behalf of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder), any assumption fees and penalty charges, to the extent actually paid by the borrowers; and

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thirteenth, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, any excess amount on a pro rata and pari passu basis, in accordance with their respective initial percentage interests.

With respect to subparagraphs first through thirteenth above, if any note (or portion thereof) has been defeased, the foregoing provisions will apply only to the non-defeased notes (or portions thereof). Any note (or portion thereof) that has been defeased will be repaid solely from the proceeds of the related defeasance collateral.

With respect to each Distribution Date, upon the occurrence and continuance of (i) a monetary event of default with respect to the Courtyard by Marriott Loan Combination or (ii) a non-monetary event of default as to which the Courtyard by Marriott Loan Combination becomes a Specially Serviced Loan (a “Payment Application Trigger Event”), all amounts tendered by the borrowers or otherwise available for payment on the Courtyard by Marriott Loan Combination will be applied, after payment of required reserves, escrows and certain other expenses, in the following order of priority:

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third, pari passu, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, in amounts equal to the accrued and unpaid interest on Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan, Courtyard by Marriott Pooled Mortgage Loan, Note A-2B and Note A-2C, in each case at the applicable Courtyard by Marriott Net Note Rate, respectively, on a pro rata basis based on the amount of accrued and unpaid interest due to each such holder;

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fourth, pari passu to each of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, in an amount equal to its pro rata portion (based on their respective outstanding principal balances) of any principal payment on the Courtyard by Marriott Loan Combination (including any prepayment, prepayment made from net proceeds received from any casualty or condemnation or balloon payment), in each case their respective principal balances have been reduced to zero;

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fifth, if the proceeds of any foreclosure sale or any liquidation of the Courtyard by Marriott Loan Combination or the Courtyard by Marriott Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourth above, pari passu to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, an amount equal to the aggregate of unreimbursed Principal Realized Losses previously allocated to such notes in accordance with the terms of the Courtyard by Marriott Co-Lender Agreement, plus interest thereon at the applicable Courtyard by Marriott Net Note Interest Rate compounded monthly from the date the related Principal Realized Loss was allocated to such note, such amounts to be allocated to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder and the CBM Note A-2C holder, on a pro rata basis based on the amount of Principal Realized Losses previously allocated to each such holder;

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sixth, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, up to the amount of any unreimbursed costs, expenses or advances paid or currently payable by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder with respect to the Courtyard by Marriott Loan Combination pursuant to the Courtyard by Marriott Co-Lender Agreement or the Pooling and Servicing Agreement, including, without limitation, unreimbursed Property Advances made by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder and any cure payment made by the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder to cure a monetary default pursuant to the terms of the Courtyard by Marriott Co-Lender Agreement;

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seventh, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, in an amount equal to the accrued and unpaid interest on the principal balance of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan at the applicable Courtyard by Marriott Net Note Interest Rate;

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eighth, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, in an amount equal to the principal balance of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, until such principal balance has been paid in full;

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ninth, to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, an amount equal to the aggregate of unreimbursed Principal Realized Losses previously allocated to the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan in accordance with the terms of the Courtyard by Marriott Co-Lender Agreement, plus interest thereon at the applicable Courtyard by Marriott Net Note Interest Rate, compounded monthly from the date the related Principal Realized Loss was allocated to Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan;

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tenth, any default interest (to the extent (i) actually paid by the borrowers, (ii) in excess of interest accrued on the Courtyard by Marriott Loan Combination at the mortgage interest rate and (iii) not required to be paid to the Master Servicer, Special Servicer or Trustee or another master servicer or trustee under any other servicing agreement, in each case, pursuant to the terms of the Pooling and Servicing Agreement) pro rata (based on the amounts described below) and pari passu to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, in each case, in an amount calculated on the principal balance of such note on such monthly payment date prior to the application of funds contemplated above at the excess of (x) the applicable default interest rate over (y) the applicable Courtyard by Marriott Note Interest Rate;

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eleventh, pro rata (based on the amounts described below) and pari passu, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, its percentage interest (prior to the application of funds contemplated above) of any prepayment premium, to the extent actually paid by the borrowers;

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twelfth, pro rata and pari passu, (in the case of penalty charges, only to the extent not required to be paid to the Master Servicer, the Trustee or the Special Servicer or another master servicer or trustee under any other servicing agreement, in each case, pursuant to the terms of the Pooling and Servicing Agreement) to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, the Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder) (or any servicer or trustee, if any, as applicable, on its behalf), its percentage interest (prior to the application of funds contemplated in subparagraphs first through tenth above) of any assumption fees and penalty charges, in each case, to the extent actually paid by the borrowers; and

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thirteenth, to the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan holder, Courtyard by Marriott Pooled Mortgage Loan holder, the CBM Note A-2B holder, the CBM Note A-2C holder and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan holder, any excess amount on a pro rata basis, in accordance with their respective initial percentage interests.

With respect to subparagraphs first through thirteenth above, if any note (or portion thereof) has been defeased, the foregoing provisions will apply only to the non-defeased notes (or portions

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thereof). Any note (or portion thereof) that has been defeased will be repaid solely from the proceeds of the related defeasance collateral.

“Courtyard by Marriott Net Note Interest Rate” means the applicable per annum interest rate applicable to such note, minus the Administrative Fee Rate.

“Principal Realized Losses” mean any reduction in the principal balance of the Courtyard by Marriott Loan Combination that does not result in an accompanying payment of principal to any of the holders of the notes under such Courtyard by Marriott Loan Combination.

Consultation and Control. For so long as no Courtyard by Marriott Control Termination Event has occurred and is continuing, the Courtyard by Marriott Controlling Class Representative will be the directing holder of the Courtyard by Marriott Pooled Mortgage Loan (the “Courtyard by Marriott Directing Holder”). For so long as a Courtyard by Marriott Control Termination Event exists, the Controlling Class Representative will be the directing holder of the Courtyard by Marriott Pooled Mortgage Loan. Certain decisions to be made with respect to the Courtyard by Marriott Pooled Mortgage Loan, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the Pooling and Servicing Agreement, will require the approval of the directing holder of the Courtyard by Marriott Pooled Mortgage Loan. See “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus.

A “Courtyard by Marriott Control Termination Event” will be deemed to have occurred and be continuing for so long as none of the Courtyard by Marriott Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such class, at least equal to 25% of the initial Certificate Balance of that Class.

The “Courtyard by Marriott Controlling Class Representative” is the Courtyard by Marriott Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Courtyard by Marriott Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time; provided, however, that (i) absent that selection, or (ii) until a Courtyard by Marriott Controlling Class Representative is so selected or (iii) upon receipt of a written notice from a majority of the Courtyard by Marriott Controlling Class Certificateholders, by Certificate Balance, that a Courtyard by Marriott Controlling Class Representative is no longer designated, then the Courtyard by Marriott Controlling Class Certificateholder that certifies to the Certificate Administrator that it owns the largest aggregate Certificate Balance of the Courtyard by Marriott Controlling Class will be the Courtyard by Marriott Controlling Class Representative.

The initial Courtyard by Marriott Controlling Class Representative will be the holder of more than 50% of the Class CM-E Certificates, and the Certificate Registrar and the other parties to the Pooling and Servicing Agreement will be entitled to assume that such entity or any successor Courtyard by Marriott Controlling Class Representative selected thereby and notified to the Certificate Registrar in writing is the Courtyard by Marriott Controlling Class Representative until the Certificate Registrar receives (a) notice of a replacement Courtyard by Marriott Controlling Class Representative from a majority of the Courtyard by Marriott Controlling Class Certificateholders by Certificate Balance or (b) notice that the Courtyard by Marriott Controlling Class Representative is no longer the holder (or beneficial owner) of a majority of the applicable Class of Courtyard by Marriott Control Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates). In the event of clause (b) above, if no successor Courtyard by Marriott Controlling Class Representative is then identified to the Certificate Registrar, then a Courtyard by Marriott Control Termination Event will be deemed to exist until such time as the Certificate Registrar and the other parties to the Pooling and Servicing Agreement receive notice of a successor Courtyard by Marriott Controlling Class Representative.

No direction, objection or advice by the directing holder under the Courtyard by Marriott Intercreditor Agreement or any Courtyard by Marriott Non-Controlling Note Holder may require or cause the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the Pooling and Servicing Agreement, the Courtyard by Marriott Intercreditor Agreement or the REMIC provisions, including without limitation the

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Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, Special Servicer, Paying Agent, Trust Fund, Certificate Administrator or Trustee to liability, or materially expand the scope of the Master Servicer’s, Special Servicer’s, Certificate Administrator’s or Trustee’s responsibilities under the Pooling and Servicing Agreement.

A “Courtyard by Marriott Controlling Class Certificateholder” is each holder (or beneficial owner, if applicable) of a Certificate of the Courtyard by Marriott Controlling Class as determined by the Certificate Registrar to the Certificate Administrator from time to time.

The “Courtyard by Marriott Controlling Class” will be as of any time of determination the most subordinate class of Courtyard by Marriott Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such class, at least equal to 25% of the initial Certificate Balance of that Class. The Courtyard by Marriott Controlling Class as of the Closing Date will be the Class CM-E Certificates.

“Courtyard by Marriott Control Eligible Certificates” will be any of the Class CM-B, Class CM-C, Class CM-D and Class CM-E Certificates.

Termination of Special Servicer. So long as no Courtyard by Marriott Control Termination Event exists, the Courtyard by Marriott Controlling Class Representative will be entitled to terminate, at their expense, the Special Servicer with respect to the special servicing of the Courtyard by Marriott Pooled Mortgage Loan at any time, with or without cause, and to appoint a replacement special servicer for the Courtyard by Marriott Pooled Mortgage Loan, subject to satisfaction of certain conditions in the Pooling and Servicing Agreement. If a Courtyard by Marriott Control Termination Event exists, the Controlling Class Representative will be entitled to appoint a replacement special servicer. Any successor special servicer will be required to have the rating specified in the Pooling and Servicing Agreement and such appointment will be subject to receipt of a “no downgrade” letter from the Rating Agencies. See “The Servicers—Replacement of the Special Servicer” and “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus.

The 3 Columbus Circle Loan Combination

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle, representing approximately 6.6% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $90,000,000 (the “3 Columbus Circle Mortgage Loan”), is part of a loan combination comprised of 6 promissory notes, each of which is secured by the same mortgage instruments on the same underlying Mortgaged Property (the “3 Columbus Circle Mortgaged Property”). The 3 Columbus Circle Companion Loans are comprised of (a) Note A-2, with an original principal balance of $50,000,000 and a Cut-off Date Balance of $50,000,000, (b) Note A-3, with an original principal balance of $45,000,000 and a Cut-off Date Balance of $45,000,000, (c) Note A-4, with an original principal balance of $85,000,000 and a Cut-off Date Balance of $85,000,000, (d) Note A-5, with an original principal balance of $50,000,000 and a Cut-off Date Balance of $50,000,000 and (e) Note A-6, with an original principal balance of $30,000,000 and a Cut-off Date Balance of $30,000,000. The portions of the 3 Columbus Circle Loan Combination (as defined below) evidenced by (a) promissory note A-2 and promissory note A-5, with an aggregate original principal balance of $100,000,000, which are currently held by the CGMT 2015-GC29 issuing entity, (b) promissory note A-3 and promissory note A-6, with an aggregate original principal balance of $75,000,000, which are currently held by the WFCM 2015-LC20 issuing entity and (c) promissory note A-4, with an original principal balance of $85,000,000, which is currently held by the COMM 2015-CCRE22 issuing entity, are referred to in this free writing prospectus as the “3 Columbus Circle Companion Loans” and are pari passu in right of payment with the 3 Columbus Circle Mortgage Loan. The 3 Columbus Circle Mortgage Loan and the 3 Columbus Circle Companion Loans are collectively referred to in this free writing prospectus as the “3 Columbus Circle Loan Combination.” The 3 Columbus Circle Companion Loan will not be transferred to the Issuing Entity and will not be part of the Mortgage Pool.

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The holders of the 3 Columbus Circle Loan Combination (the “3 Columbus Circle Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each 3 Columbus Circle Noteholder (the “3 Columbus Circle Intercreditor Agreement”).

Servicing. The 3 Columbus Circle Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement. Subject to the terms of the 3 Columbus Circle Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any 3 Columbus Circle Noteholder will be effected in accordance with the Pooling and Servicing Agreement.

Advancing. The Master Servicer or the Trustee, as applicable, will be responsible for making: (i) P&I Advances on the 3 Columbus Circle Mortgage Loan (but not on the 3 Columbus Circle Companion Loans) pursuant to the Pooling and Servicing Agreement, in each case, unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance; and (ii) Property Advances with respect to the 3 Columbus Circle Loan Combination, in each case unless a similar determination of nonrecoverability is made under the Pooling and Servicing Agreement.

Distributions. The 3 Columbus Circle Intercreditor Agreement sets forth the respective rights of each of the 3 Columbus Circle Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the 3 Columbus Circle Loan Combination will be applied to the 3 Columbus Circle Mortgage Loan and the 3 Columbus Circle Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer and special servicer in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing holder under the 3 Columbus Circle Intercreditor Agreement with respect to the 3 Columbus Circle Loan Combination will be the Controlling Class Representative. Certain decisions to be made with respect to the 3 Columbus Circle Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the Pooling and Servicing Agreement, will require the approval of the Controlling Class Representative.

Pursuant to the terms of the 3 Columbus Circle Intercreditor Agreement, the 3 Columbus Circle Non-Controlling Note Holders will have the right to (i) receive copies of all notices, information and reports that the Special Servicer is required to provide to the Controlling Class Representative within the same time frame it is required to provide such notices, information and reports to the Controlling Class Representative and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the 3 Columbus Circle Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the 3 Columbus Circle Non-Controlling Note Holders will expire 10 business days after the delivery by the Special Servicer of notice and information relating to the matter subject to consultation, whether or not the 3 Columbus Circle Non-Controlling Note Holders has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the 3 Columbus Circle Non-Controlling Note Holders’ consultation rights described above, the Special Servicer is permitted to make any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the 3 Columbus Circle Mortgage Loan and the 3 Columbus Circle Companion Loan.

No objection, direction or advice by the directing holder under the 3 Columbus Circle Intercreditor Agreement or any 3 Columbus Circle Non-Controlling Note Holder may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Pooling and Servicing Agreement, the 3 Columbus Circle Intercreditor Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard.

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In addition to the consultation rights of the 3 Columbus Circle Non-Controlling Note Holders described above, the 3 Columbus Circle Non-Controlling Note Holders will have the right to annual conference calls with the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer, as applicable, in which servicing issues related to the 3 Columbus Circle Loan Combination are discussed.

The “3 Columbus Circle Non-Controlling Note Holders” means, with respect to the 3 Columbus Circle Companion Loans, (i) until the 3 Columbus Circle Companion Loans are included in a securitization, the holder of the 3 Columbus Circle Companion Loans and (ii) if the 3 Columbus Circle Companion Loans are included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder of the 3 Columbus Circle Companion Loans under the 3 Columbus Circle Intercreditor Agreement.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the 3 Columbus Circle Intercreditor Agreement, if the 3 Columbus Circle Loan Combination becomes a Defaulted Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement and thereafter the Special Servicer determines pursuant to the Pooling and Servicing Agreement and the 3 Columbus Circle Intercreditor Agreement to pursue a sale of the 3 Columbus Circle Mortgage Loan, the Special Servicer will be required to sell the 3 Columbus Circle Mortgage Loan together with the 3 Columbus Circle Companion Loans as a single whole loan, in accordance with the provisions of the Pooling and Servicing Agreement and the 3 Columbus Circle Intercreditor Agreement; provided, that the Special Servicer will not be permitted to sell the 3 Columbus Circle Loan Combination without the consent of each 3 Columbus Circle Non-Controlling Note Holder unless the Special Servicer has satisfied certain notice and information delivery requirements.

Appointment of Special Servicer. The Controlling Class Representative (prior to a Control Termination Event) or Certificateholders with the requisite percentage of Pooled Voting Rights, as described under “The Pooling and Servicing Agreement—The Operating Advisor—Termination of the Operating Advisor Without Cause” (following a Control Termination Event), will have the right, with or without cause, to replace the Special Servicer and appoint a replacement special servicer in lieu thereof without the consent of the 3 Columbus Circle Non-Controlling Note Holders as long as such replacement special servicer is a “qualified servicer” (as described in the 3 Columbus Circle Intercreditor Agreement) and satisfies the other conditions set forth in the Pooling and Servicing Agreement.

The La Gran Plaza Loan Combination

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this free writing prospectus as La Gran Plaza, representing approximately 1.9% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $26,000,000 (the “La Gran Plaza Mortgage Loan”), is part of a loan combination comprised of 3 promissory notes, each of which is secured by the same mortgage instruments on the same underlying Mortgaged Property (the “La Gran Plaza Mortgaged Property”). The La Gran Plaza Mortgage Loan is evidenced by Note A-3, with an original principal balance of $26,000,000 and a Cut-off Date Balance of $26,000,000. The portions of the La Gran Plaza Loan Combination (as defined below) evidenced by (a) promissory note A-1, with an original principal balance of $26,000,000 which, as of the initial issuance of the Offered Certificates, will be held by an affiliate of LCF, a Sponsor and Mortgage Loan Seller and (b) promissory note A-2, with an original principal balance of $24,000,000 as of the initial issuance of the Offered Certificates, will be held by an affiliate of LCF, a Sponsor and Mortgage Loan Seller, are referred to in this free writing prospectus as the “La Gran Plaza Companion Loans” and are pari passu in right of payment with the La Gran Plaza Mortgage Loan. The La Gran Plaza Mortgage Loan and the La Gran Plaza Companion Loans are collectively referred to in this free writing prospectus as the “La Gran Plaza Loan Combination.” The La Gran Plaza Companion Loan will not be transferred to the Issuing Entity and will not be part of the Mortgage Pool.

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

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

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

Distributions. The La Gran Plaza Intercreditor Agreement sets forth the respective rights of each of the La Gran Plaza Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the La Gran Plaza Loan Combination will be applied to the La Gran Plaza Mortgage Loan and the La Gran Plaza Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer and special servicer in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing holder under the La Gran Plaza Intercreditor Agreement with respect to the La Gran Plaza Loan Combination will be (i) during the period prior to the date of the Note A-1 securitization, the Note A-1 holder (or such other party that the Note A-1 holder grants the right to exercise the rights granted to the directing holder in the La Gran Plaza Intercreditor Agreement) and (ii) after the date of the Note A-1 securitization, the holders of certificates representing the specified interest in the class of certificates designated as the “controlling class” under the Note A-1 securitization or the duly appointed representative of the holders of such certificates; provided, that no borrower, property manager or affiliate thereof will be entitled to act as directing holder. Certain decisions to be made with respect to the La Gran Plaza Street Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the Pooling and Servicing Agreement, will require the approval of such directing holder.

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

No direction or objection by the La Gran Plaza Non-Controlling Note Holders may require or cause the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the Pooling and Servicing Agreement, the La Gran Plaza Intercreditor Agreement or the REMIC provisions of the Code. No objection, direction or advice by the directing holder under the La Gran Plaza Intercreditor Agreement or any La Gran Plaza Non-Controlling Note Holder may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the

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Pooling and Servicing Agreement, the La Gran Plaza Intercreditor Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard.

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

The “La Gran Plaza Non-Controlling Note Holders” means, with respect to the La Gran Plaza Companion Loans, (i) until the La Gran Plaza Companion Loans are included in a securitization, the holder of the La Gran Plaza Companion Loans and (ii) if the La Gran Plaza Companion Loans are included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder of the La Gran Plaza Companion Loans under the La Gran Plaza Intercreditor Agreement.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the La Gran Plaza Intercreditor Agreement, if the La Gran Plaza Loan Combination becomes a Defaulted Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement and thereafter the Special Servicer determines pursuant to the Pooling and Servicing Agreement and the La Gran Plaza Intercreditor Agreement to pursue a sale of the La Gran Plaza Mortgage Loan, the Special Servicer will be required to sell the La Gran Plaza Mortgage Loan together with the La Gran Plaza Companion Loans as a single whole loan, in accordance with the provisions of the Pooling and Servicing Agreement and the La Gran Plaza Intercreditor Agreement; provided, that the Special Servicer will not be permitted to sell the La Gran Plaza Loan Combination without the consent of each La Gran Plaza Non-Controlling Note Holder unless the Special Servicer has satisfied certain notice and information delivery requirements.

Appointment of Special Servicer. The Controlling Class Representative (prior to a Control Termination Event) or Certificateholders with the requisite percentage of Pooled Voting Rights, as described under “The Pooling and Servicing Agreement—The Operating Advisor—Termination of the Operating Advisor Without Cause” (following a Control Termination Event), will have the right, with or without cause, to replace the Special Servicer and appoint a replacement special servicer in lieu thereof without the consent of the La Gran Plaza Non-Controlling Note Holders as long as such replacement special servicer is a “qualified servicer” (as described in the La Gran Plaza Intercreditor Agreement) and satisfies the other conditions set forth in the Pooling and Servicing Agreement.

The Walgreens Portfolio Loan Combination

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this free writing prospectus as Walgreens Portfolio, representing approximately 1.2% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $16,000,000 (the “Walgreens Portfolio Mortgage Loan”), is part of a Loan Combination comprised of three promissory notes, each of which is secured by the same mortgage instruments on the same underlying Mortgaged Property (the “Walgreens Portfolio Mortgaged Property”). The Walgreens Portfolio Mortgage Loan is evidenced by promissory Note A-3. The portion of the Walgreens Portfolio Loan Combination (as defined below) evidenced by promissory Note A-1, with an original principal balance of $64,000,000, which was included in the WFCM 2015-LC20 Mortgage Trust, and the portion of the Walgreens Portfolio Loan Combination (as defined below) evidenced by promissory Note A-2, with an original principal balance of $39,065,000, which was included in the COMM 2015-LC19 Mortgage Trust, are referred to in this free writing prospectus as the “Walgreens Portfolio Companion Loans” and are pari passu in right of payment with the Walgreens Portfolio Mortgage Loan. The Walgreens Portfolio Mortgage Loan and the Walgreens Portfolio Companion Loans are collectively referred to in this free writing prospectus as the “Walgreens Portfolio Loan Combination.” The Walgreens Portfolio Companion Loans will not be transferred to the Issuing Entity and will not be part of the Mortgage Pool.

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

Servicing. The Walgreens Portfolio Loan Combination is expected to be primary serviced by Wells Fargo Bank, National Association, as master servicer (the “WFCM 2015-LC20 Master Servicer”), and specially serviced by Rialto Capital Advisors, LLC, as special servicer (the “WFCM 2015-LC20 Special Servicer”), pursuant to the pooling and servicing agreement (the “WFCM 2015-LC20 Pooling and Servicing Agreement”) that was entered into between the Depositor, the WFCM 2015-LC20 Master Servicer, the WFCM 2015-LC20 Special Servicer, Wilmington Trust, National Association, as trustee (the “WFCM 2015-LC20 Trustee”), Wells Fargo Bank, National Association, as certificate administrator and custodian (the “WFCM 2015-LC20 Certificate Administrator”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “WFCM 2015-LC20 Trust Advisor”), in connection with the WFCM 2015-LC20 Mortgage Trust (into which the Walgreens Portfolio Companion Loan designated as Note A-1 was deposited), and, subject to the terms of the Walgreens Portfolio Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Walgreens Portfolio Noteholder will be effected in accordance with the WFCM 2015-LC20 Pooling and Servicing Agreement and the Walgreens Portfolio Intercreditor Agreement.

Advancing. The Master Servicer or the Trustee, as applicable, will be responsible for making P&I Advances on the Walgreens Portfolio Mortgage Loan (but not on the Walgreens Portfolio Companion Loan) pursuant to the Pooling and Servicing Agreement, in each case, unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance and will have no obligation to make Property Advances.

The WFCM 2015-LC20 Master Servicer or the WFCM 2015-LC20 Trustee, as applicable, will be obligated to make property advances with respect to the Walgreens Portfolio Loan Combination, in each case unless a similar determination of nonrecoverability is made under the WFCM 2015-LC20 Pooling and Servicing Agreement.

Distributions. The Walgreens Portfolio Intercreditor Agreement sets forth the respective rights of each of the Walgreens Portfolio Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Walgreens Portfolio Loan Combination will be applied to the Walgreens Portfolio Mortgage Loan and the Walgreens Portfolio Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer and special servicer in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing holder under the Walgreens Portfolio Intercreditor Agreement with respect to the Walgreens Portfolio Loan Combination is expected to be the controlling class representative or such other party specified in the WFCM 2015-LC20 Pooling and Servicing Agreement (such party, the “WFCM 2015-LC20 Directing Holder”). Certain decisions to be made with respect to the Walgreens Portfolio Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the WFCM 2015-LC20 Pooling and Servicing Agreement, will require the approval of the WFCM 2015-LC20 Directing Holder.

Pursuant to the terms of the Walgreens Portfolio Intercreditor Agreement, the Walgreens Portfolio Non-Controlling Note Holder will have the right to (i) receive copies of all notices, information and reports that the WFCM 2015-LC20 Special Servicer is required to provide to the WFCM 2015-LC20 Directing Holder within the same time frame it is required to provide such notices, information and reports to the WFCM 2015-LC20 Directing Holder and (ii) be consulted by the WFCM 2015-LC20 Special Servicer on a strictly non-binding basis with respect to certain major decisions as set forth in the Walgreens Portfolio Intercreditor Agreement and the implementation by the WFCM 2015-LC20 Special Servicer of any recommended actions outlined in an asset status report. The consultation right of the Walgreens Portfolio Non-Controlling Note Holder will expire 10 business days after the delivery by the WFCM 2015-LC20 Special Servicer of notice and information relating to the matter subject to consultation, whether or not the Walgreens Portfolio Non-Controlling Note Holder has responded within such period; provided, that if a

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new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the Walgreens Portfolio Non-Controlling Note Holder’s consultation rights described above, the WFCM 2015-LC20 Special Servicer is permitted to make any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Walgreens Portfolio Mortgage Loan and the Walgreens Portfolio Companion Loan.

No objection, direction or advice by the directing holder under the Walgreens Portfolio Intercreditor Agreement or any Walgreens Portfolio Non-Controlling Note Holder may require or cause the WFCM 2015-LC20 Master Servicer or the WFCM 2015-LC20 Special Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the WFCM 2015-LC20 Pooling and Servicing Agreement, the WFCM 2015-LC20 Intercreditor Agreement, the REMIC provisions of the Code or the WFCM 2015-LC20 Master Servicer or WFCM 2015-LC20 Special Servicer’s obligation to act in accordance with the servicing standard under the WFCM 2015-LC20 Pooling and Servicing Agreement.

In addition to the consultation rights of the Walgreens Portfolio Non-Controlling Note Holder described above, the Walgreens Portfolio Non-Controlling Note Holder will have the right to annual conference calls with the WFCM 2015-LC20 Master Servicer or WFCM 2015-LC20 Special Servicer, as applicable, under the WFCM 2015-LC20 Pooling and Servicing Agreement upon reasonable notice and at times reasonably acceptable to the WFCM 2015-LC20 Master Servicer or WFCM 2015-LC20 Special Servicer, as applicable, in which servicing issues related to the Walgreens Portfolio Loan Combination are discussed.

The “Walgreens Portfolio Non-Controlling Note Holder” means, with respect to the Walgreens Portfolio Loan Combination, each of the Controlling Class Representative and the holder of the Walgreens Portfolio Companion Loan designated as Note A-2.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Walgreens Portfolio Intercreditor Agreement, if the Walgreens Portfolio Loan Combination becomes a “defaulted mortgage loan” pursuant to the terms of the WFCM 2015-LC20 Pooling and Servicing Agreement, the WFCM 2015-LC20 Special Servicer will be required to sell the Walgreens Portfolio Mortgage Loan together with the Walgreens Portfolio Companion Loan as a single whole loan.

Appointment of Special Servicer. The WFCM 2015-LC20 Directing Holder will have the right, with or without cause, to replace the WFCM 2015-LC20 Special Servicer then acting with respect to the Walgreens Portfolio Loan Combination and appoint a replacement special servicer in lieu thereof as long as such replacement special servicer is a “qualified servicer” (as described in the Walgreens Portfolio Intercreditor Agreement) and satisfies the other conditions set forth in the WFCM 2015-LC20 Pooling and Servicing Agreement.

Additional Mortgage Loan Information

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

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

The ARD Loans. The Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Dollar General - Paynesville, Dollar General - Yorktown, Dollar General – St. Francis and Dollar General – Battle Lake (the “ARD Loans”), representing approximately 0.1%, 0.1%, 0.1% and 0.1%, respectively, of the Initial Outstanding Pool Balance, provide that if, after a certain date (the “Anticipated Repayment Date”), the related borrower has not prepaid the related ARD Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the “Revised Rate”) rather than the stated Mortgage Rate (the “Initial Rate”). While interest at the Initial Rate will continue to accrue and be payable on a current basis on each ARD Loan after its Anticipated Repayment Date, the payment of Excess Interest, to the extent actually collected, will be deferred and will be required to be paid, with interest (to the extent permitted under applicable law), only after the outstanding principal balance of such ARD Loan has been paid in full, at which time any Excess Interest actually collected will be paid to the holders of the Class V Certificates. The foregoing features, to the extent applicable, are designed to increase the likelihood that each ARD Loan will be prepaid by the related borrower on or about the applicable Anticipated Repayment Date. There can be no assurance that the borrower will pay the related ARD Loan in full on or near its Anticipated Repayment Date.

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

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

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

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

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

(d) “Annual Debt Service” generally means, for any Mortgage Loan, 12 times the average of the principal and interest payments for the first 12 payment periods of the Mortgage Loan following the Cut-off Date (but without regard to any leap year adjustments), provided that: (i) in the case of a Mortgage Loan that provides for interest-only payments through maturity, the aggregate interest payments scheduled to be due on the Due Date following the Cut-off Date and the 11 Due Dates thereafter for such Mortgage Loan; and (ii) in the case of a Mortgage Loan that provides for an initial

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interest-only period and provides for scheduled amortization payments thereafter, 12 times the monthly payment of principal and interest payable during the amortization period. Monthly debt service and the debt service coverage ratios are also calculated using the average of the principal and interest payments for the first twelve payment periods of the Mortgage Loan following the Cut-off Date (but without regard to any leap-year adjustments), subject to the proviso to the prior sentence. In the case of a Mortgage Loan with one or more related Pari Passu Companion Loans, Annual Debt Service is calculated with respect to the Mortgage Loan including any Pari Passu Companion Loan.

(e) “Appraised Value” means, for any Mortgaged Property, the appraised value of such Mortgaged Property as determined by the most recent third party appraisal of the Mortgaged Property available to the applicable Mortgage Loan Seller. In certain cases, the appraisals state an “as-stabilized” value as well as an “as renovated”, “as complete” or “hypothetical as-is” value for the related Mortgaged Property that assume that certain events will occur with respect to the re-tenanting, construction renovation or repairs at such Mortgaged Property. The Appraised Value set forth on Annex A-1 is the “as-is” value unless otherwise specified. In the case of the Holiday Inn Express - Poughkeepsie Mortgage Loan, representing approximately 0.5% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “as-complete” appraised value of $12,200,000. Based on the “as is” appraised value of $9,200,000, the loan-to-value ratio for such Mortgage Loan is 80.9% (net of a $2.6 million PIP reserve) and the loan-to-value ratio at maturity for such Mortgage Loan is 66.4%. In the case of the DFW / Raleigh Portfolio Mortgage Loan, representing approximately 7.0% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “As Complete” appraised value of $128,800,000. Based on the “as is” appraised value of $117,500,000, the loan-to-value ratio for such Mortgage Loan is 81.5% and the loan-to-value ratio at maturity for such Mortgage Loan is 71.3%. In the case of the DoubleTree San Diego Mortgage Loan, representing approximately 2.7% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “As Complete” appraised value of $53,300,000. Based on the “as is” appraised value of $50,400,000, the loan-to-value ratio for such Mortgage Loan is 72.7% and the loan-to-value ratio at maturity for such Mortgage Loan is 59.2%. In the case of the 8500 Valcour Industrial Mortgage Loan, representing approximately 0.7% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “As Complete” appraised value of $12,550,000. Based on the “as is” appraised value of $9,850,000, the loan-to-value ratio for such Mortgage Loan is 92.8% and the loan-to-value ratio at maturity for such Mortgage Loan is 75.6%. See “Description of the Top 20 Mortgage Loans—DoubleTree San Diego” in Annex B to this free writing prospectus. In the case of the Hampton Inn Titusville Mortgage Loan, representing approximately 0.5% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “As Stabilized” appraised value of $10,000,000. Based on the “as is” appraised value of $7,500,000, the loan-to-value ratio for such Mortgage Loan is 86.4% and the loan-to-value ratio at maturity for such Mortgage Loan is 70.1%. In the case of the Hampton Inn Terre Haute Mortgage Loan, representing approximately 0.5% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “As Complete” appraised value of $9,200,000. Based on the “as is” appraised value of $8,000,000, the loan-to-value ratio for such Mortgage Loan is 80.6% and the loan-to-value ratio at maturity for such Mortgage Loan is 75.4%. In the case of the La Quinta Inn & Suites Blue Springs Mortgage Loan, representing approximately 0.3% of the Initial Outstanding Pool Balance, the loan-to-value ratio for such Mortgage Loan has been calculated based on the “As Complete” appraised value of $6,000,000. Based on the “as-is” appraised value of $5,700,000, the loan-to-value ratio for such Mortgage Loan is 68.3% and the loan-to-value ratio at maturity for such Mortgage Loan is 51.5%.

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

(g) “CREFC® License Fee” means, with respect to each Mortgage Loan (including any REO Loan or any Mortgage Loan that has been defeased) for any related Interest Accrual Period, the amount of interest accrued during such related Interest Accrual Period at the related CREFC®

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License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan during such related Interest Accrual Period.

(h) “CREFC® License Fee Rate” means 0.0005% per annum.

(i) “Cut-off Date Loan-to-Value Ratio,” “Loan-to-Value Ratio,” “Cut-off Date LTV,” “Cut-off Date LTV Ratio,” “LTV Ratio” or “Current LTV” means, with respect to any Mortgage Loan, (a) the Cut-off Date Balance of such Mortgage Loan divided (b) by the Appraised Value of the related Mortgaged Property or Mortgaged Properties. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan including any related Pari Passu Companion Loan(s). In the case of certain of the Mortgage Loans, the Loan-to-Value Ratio for such Mortgage Loans has been calculated based on the “as complete” or “as stabilized” Appraised Value of the related Mortgaged Property. For a calculation of the loan-to-value ratio for the Courtyard by Marriott Pooled Mortgage Loan that takes into account the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, see Annex A-1 to this free writing prospectus. In the case of the 100 Middle Street Mortgage Loan, representing approximately 2.3% of the Initial Outstanding Pool Balance, the Loan-to-Value Ratio was calculated based on the Cut-off Date Balance of the Mortgage Loan less an $1,000,000 earnout reserve. The Loan-to-Value Ratio for such Mortgage Loan including the earnout reserve is 76.5%. For further description, see Annex A-1 to this free writing prospectus and the footnotes thereto.

(j) “Cut-off Date U/W NCF Debt Yield” “, “Underwritten NCF Debt Yield “ or “U/W NCF Debt Yield” means, with respect to any Mortgage Loan, the Underwritten Net Cash Flow for such Mortgaged Property or Mortgaged Properties divided by the Cut-off Date Balance for the related Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt yields were calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s). For a calculation of the debt yield for the Courtyard by Marriott Pooled Mortgage Loan that takes into account the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, see Annex A-1 to this free writing prospectus. For further description, see Annex A-1 to this free writing prospectus and the footnotes thereto.

(k) “Cut-off Date U/W NOI Debt Yield,” “Underwritten NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgage Loan, the Underwritten Net Operating Income for such Mortgaged Property or Mortgaged Properties divided by the Cut-off Date Balance for the related Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt yields were calculated with respect to the Mortgage Loan including any related Pari Passu Companion Loan(s). For a calculation of the debt yield for the Courtyard by Marriott Pooled Mortgage Loan that takes into account the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, see Annex A-1 to this free writing prospectus.

(l) “GLA” means gross leasable area.

(m) “Interest Rate” means, with respect to any Mortgage Loan, the related Mortgage Rate, in each case without giving effect to a default rate or, in the case of an ARD Loan, the related Revised Rate, and with respect to the Courtyard by Marriott Non-Pooled Trust Companion Loans, their respective rates as set forth in “Description of the Mortgage Pool—Loan Combinations—The Courtyard by Marriott Loan Combination” in this free writing prospectus.

(n) “Leased Fee” means a Mortgaged Property type where the collateral consists of the Borrower’s fee interest in land (excluding the improvements on the related Mortgaged Property) that is subject to a ground lease (or, with respect to a leasehold interest that is a space lease or air rights lease, the space lease or air rights lease). With respect to any Mortgage Loan evidenced by a Leased Fee interest, the tenant or tenants at the related improvements (which are not collateral for the Mortgage Loan) are not included in statistical information herein regarding the tenants at the Mortgaged Properties.

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(o) “LTV Ratio at Maturity,” “Balloon LTV” or “Maturity Date LTV” means, with respect to any Mortgage Loan, (a) the Balloon Balance for such Mortgage Loan, divided by (b) the Appraised Value of the related Mortgaged Property or Mortgaged Properties. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan including any related Pari Passu Companion Loan(s). In the case of an ARD Loan, the LTV Ratio at Maturity or the Anticipated Repayment Date is calculated with respect to the related Balloon Balance on the related Anticipated Repayment Date. In the case of certain of the Mortgage Loans, the LTV Ratio at Maturity for such Mortgage Loans has been calculated based on the “as complete” or “as stabilized” Appraised Value of the related Mortgaged Property. For further description, see Annex A-1 to this free writing prospectus and the footnotes thereto.

(p) “MSA” means metropolitan statistical area.

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

(r) “NRA” means net rentable area.

(s) “Occupancy” means the percentage of Square Feet, Units, Rooms, Pads, Homes or Beds, as the case may be, of a Mortgaged Property that was occupied or leased as of or, in the case of certain properties, average Units, Homes or Rooms so occupied over a specified period ending on, a specified date (identified on Annex A-1 to this free writing prospectus as the “Occupancy As-of Date”). The Occupancy may have been obtained from the borrower, as derived from the Mortgaged Property’s rent rolls, operating statements or appraisals or as determined by a site inspection of such Mortgaged Property. The Occupancy presented in this free writing prospectus may include unoccupied space leased to an affiliate of the borrower (including space master leased to an affiliate of the borrower to increase occupancy to a “stabilized level”) and space subject to build-out or other construction or renovation and “dark” space as to which the related tenant continues to pay rent. The Occupancy may exclude area currently under renovation. Information on Annex A-1 to this free writing prospectus concerning the “Largest Tenant,” “2nd Largest Tenant,” “3rd Largest Tenant,” “4th Largest Tenant” and “5th Largest Tenant” is presented as of the same date as of which the Occupancy is specified.

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

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

(v) “T-12” and “TTM” each means trailing 12 months.

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

(x) “Underwritten Net Cash Flow,” “Underwritten NCF” or “U/W NCF,” with respect to any Mortgaged Property, means the Underwritten Net Operating Income decreased by the estimated capital expenditures and reserves for capital expenditures, including tenant improvement costs and

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leasing commissions, as applicable. Underwritten Net Cash Flow generally does not reflect interest expense and non-cash items such as depreciation and amortization.

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

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

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(z) “Units” or “Rooms” or “Pads” or “Beds” or “Homes”, means (a) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms or beds in such apartment or (b) in the case of a Mortgaged Property operated as a hospitality property, or the number of guest rooms or (c) in the case of a Mortgaged Property operated as a manufactured housing property, if any, the number of pads for manufactured homes or (d) in the case of a Mortgaged Property operated as a parking lot or garage, the number of parking spaces or (e) in the case of a Mortgaged Property operated as a multifamily property, the number of single family homes.

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

(bb) “U/W NCF DSCR,” “Underwritten NCF DSCR,” “Debt Service Coverage Ratio” or “DSCR” means, with respect to any Mortgage Loan, (a) the Underwritten Net Cash Flow for the related Mortgaged Property or Mortgaged Properties, divided by (b) the Annual Debt Service for such Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt service coverage ratios were calculated with respect to the Mortgage Loan including any related Pari Passu Companion Loan(s). For a calculation of the debt service coverage ratios for the Courtyard by Marriott Pooled Mortgage Loan that takes into account the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, see Annex A-1 to this free writing prospectus.

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

(cc) “U/W NOI DSCR” or “Underwritten NOI DSCR” means, with respect to any Mortgage Loan, (a) the Underwritten Net Operating Income for the related Mortgaged Property or Mortgaged Properties, divided by (b) the Annual Debt Service for such Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, debt service coverage ratios were calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s).

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

(dd) “U/W Revenue” with respect to any Mortgage Loan, means the gross potential rent (or, in the case of a hospitality mortgaged property, room rent, food and beverage revenues and other hotel income), subject to the assumptions and subjective judgments of each Mortgage Loan Seller as described under the definition of “Underwritten Net Operating Income” in this free writing prospectus.

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Certain Terms and Conditions of the Mortgage Loans

Calculation of Interest. All of the Mortgage Loans accrue interest on the basis of the actual number of days elapsed and a 360-day year.

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

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

(a) Twenty-nine (29) Mortgage Loans, representing approximately 36.3% of the Initial Outstanding Pool Balance, provide for payments of interest-only for a period of 8 months to 59 months following the Cut-off Date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of the related Mortgage Loan to maturity and therefore each has an expected Balloon Balance at the related maturity or anticipated repayment date.

(b) Forty-one (41) Mortgage Loans (excluding interest-only and partial interest-only Mortgage Loans), representing approximately 31.9% of the Initial Outstanding Pool Balance, provide for payments of interest and principal as of the Cut-off Date and then have an expected Balloon Balance at the maturity or anticipated repayment date.

(c) Thirteen (13) Mortgage Loans, representing approximately 31.8% of the Initial Outstanding Pool Balance, are interest-only until the related maturity date or anticipated repayment date, including 4 ARD Loans, representing approximately 0.2% of the Initial Outstanding Pool Balance, which provide for an increase in the interest rate after the applicable Anticipated Repayment Date. The Excess Interest with respect to each ARD Loan will be deferred and will not be paid until the principal balance and all other amounts related to such ARD Loan have been paid. Any amount received in respect of that deferred interest will be distributed to the holders of the Class V certificates. See “The Pooling and Servicing Agreement—Accounts—Excess Interest” below. In addition, after the related Anticipated Repayment Date, all excess cash flow from the related Mortgaged Property will be applied to reduce the outstanding principal balance of the related ARD Loan until such balance is reduced to zero.

Prepayment Provisions. The Mortgage Loans generally permit voluntary prepayment without the payment of any penalty on the last 3 to 7 scheduled payment dates (through and including the maturity date or the Anticipated Repayment Date, as applicable, each an “Open Period”). All but 4 of the Yield Maintenance Loans prohibit voluntary prepayment for a specified period from the Closing Date (a “Yield Maintenance Lock-Out Period”), all of the Prepayment Premium Mortgage Loans prohibit voluntary prepayment for a specified period from the Closing Date (a “Prepayment Premium Lock-Out Period”) and all of the Defeasance Loans prohibit Defeasance (as defined below) for at least two years from the Closing Date (a “Defeasance Lock-Out Period”), provided that under certain circumstances as noted in paragraph (a) below, a Defeasance Loan may permit prepayment with or without yield maintenance prior to the Defeasance Lock-out Period. Any Yield Maintenance Lock-Out Period, Prepayment Premium Lock-Out Period or Defeasance Lock-Out Period are each referred to herein as a “Lock-Out Period”. Excluding any Mortgage Loan with no lockout period, the weighted average Lock-Out Period remaining from the Cut-off Date for the Mortgage Loans is approximately 24 months. The Lock-Out Period, if any, for each Mortgage Loan is set forth on Annex A-1 to this free writing prospectus under the heading “Prepayment Provisions (# of payments).” Each Mortgage Loan restricts voluntary prepayments in one of the following ways:

(a) Seventy-three (73) of the Mortgage Loans (the “Defeasance Loans”), representing approximately 92.6% of the Initial Outstanding Pool Balance, permit defeasance only (not voluntary prepayment) after the expiration of a Lock-Out Period and prior to the related Open Period (such period, the “Defeasance Period”), which Defeasance Period is set forth on Annex A-1 to this free writing prospectus under the heading “Prepayment Provisions (# of payments).” In the case of the Mortgage Loans that are secured by multiple Mortgaged Properties (other than through cross-

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collateralization) and permit partial defeasance, the Mortgage Loan Documents require, among other things, that the defeasance collateral be an amount equal to a specified percentage, generally 115% to 130% of the portion of the Allocated Loan Amount with respect to the Mortgaged Property that is to be released. In the case of the portfolio of mortgaged properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, under certain circumstances (as described below under “—Property Releases”), the borrower may obtain a release of certain mortgaged properties (having aggregate property release prices up to $33,500,000) in connection with a prepayment, not defeasance.

(b) Four (4) of the Mortgage Loans (the “Yield Maintenance Loans”), representing approximately 5.1% of the Initial Outstanding Pool Balance, permit voluntary prepayment of the Mortgage Loan in whole, if accompanied by a Yield Maintenance Charge from the expiration of the applicable Lock-Out Period until the commencement of the Open Period for such Mortgage Loan (such period, in respect of such Yield Maintenance Loans, the “Yield Maintenance Period”). With respect to these Yield Maintenance Loans, the Yield Maintenance Period is identified on Annex A-1 to this free writing prospectus under the heading “Prepayment Provisions (# of payments).”

(c) Two (2) of the Mortgage Loans, representing approximately 2.1% of the Initial Outstanding Pool Balance, permit voluntary prepayment of the Mortgage Loan in whole, if accompanied by a Yield Maintenance Charge, or defeasance, in each case, after the expiration of a Lock-Out Period until the commencement of the Open Period for such Mortgage Loan.

(d) Four (4) of the Mortgage Loans, representing approximately 0.2% of the Initial Outstanding Pool Balance, permit (i) voluntary prepayment of the Mortgage Loan, without a Lock-Out Period, accompanied by a Yield Maintenance Charge until the commencement of the Open Period for such Mortgage Loan or (ii) defeasance during the Defeasance Period.

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

The term “Discount Rate” referred to in the preceding paragraph, generally means the yield on a U.S. Treasury security that has the most closely corresponding maturity date to the maturity date or the last date of the related Yield Maintenance Period, as applicable, or, the remaining weighted average life of the Mortgage Loan, plus an additional fixed percentage, as applicable of the Mortgage Loan.

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

The term “Interest Payment Differential” as used in the prior paragraph with respect to any prepaid Yield Maintenance Loans will generally equal (i) the positive difference, if any, of mortgage interest rate minus the Reinvestment Yield as of the date of prepayment, divided by (ii) 12, and multiplied by (iii) the outstanding principal balance (or the portion thereof being prepaid) of the prepaid Yield Maintenance

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Loans on the date of prepayment, provided that the Interest Payment Differential will never be less than zero.

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

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

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

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

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

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

Furthermore, certain Mortgage Loans may permit prepayments (with or without the payment of Prepayment Premiums or Yield Maintenance Charges) even during a Lock-Out Period in connection with (i) a property release, or (ii) a severance of cross-collateralization including in connection with the sale of a Mortgaged Property and the assumption of the related Mortgage Loan or allocable portion thereof.

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

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

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

In the case of most of the Mortgage Loans, if an award or loss resulting from an event of condemnation or casualty is less than a specified percentage of the original principal balance of the Mortgage Loan, the proceeds or award may be applied by the borrower to the costs of repairing or replacing the Mortgaged Property. In other circumstances, the Mortgage Loans provide generally that in the event of a condemnation or casualty, the lender may apply the condemnation award or insurance proceeds to the repayment of debt, without payment of a Prepayment Premium or a Yield Maintenance Charge.

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

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

Neither the Depositor nor any of the Mortgage Loan Sellers makes any representation as to the enforceability of the provision of any Mortgage Loan requiring the payment of a Prepayment Premium or a Yield Maintenance Charge, or of the collectability of any Prepayment Premium or Yield Maintenance Charge. See “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases of Mortgage Loans” and “—Yield Considerations” in this free writing prospectus and

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“Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments” in the prospectus.

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

All of the Defeasance Loans permit the applicable borrower, after the Defeasance Lock-Out Period, to obtain a release of the Mortgaged Property from the lien of the related Mortgage (“Defeasance” or, the option to cause a Defeasance, the “Defeasance Option”); provided that, among other conditions, (a) no event of default exists; (b) the borrower pays on a Due Date or, in the case of certain Defeasance Loans, any other date, provided that the interest payable through the next Due Date is paid, (the “Release Date”) (i) all principal due on such Due Date and all interest accrued and unpaid on the principal balance of the Note (or, with respect to a partial Defeasance, a portion of the Note) to and including the Release Date and (ii) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all related Mortgage Loan Documents; and (c) the borrower delivers “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended) or such other securities as permitted by the Internal Revenue Code of 1986, as amended (the “Code”) with respect to a Defeasance, that are acceptable to the Rating Agencies (the “Defeasance Collateral”) in an amount sufficient to make all scheduled payments of principal and interest on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date (or the related Anticipated Repayment Date, if applicable), or in certain cases, through the date on which the Mortgage Loan is freely prepayable, in amounts equal to the scheduled payments due on such dates under (or, in the case of the final such date, to pay in full) the Mortgage Loan or the defeased amount thereof in the case of a partial Defeasance. In addition, in connection with a Defeasance, the related borrower is generally required to (i) pay any reasonable costs and expenses incurred in connection with the Defeasance and (ii) deliver a security agreement granting the lender a first priority lien on the Defeasance Collateral. Certain of the Defeasance Loans secured by multiple Mortgaged Properties or secured by an individual Mortgaged Property with an identifiable parcel or parcels permit the release from the lien of the related mortgage of such individual Mortgaged Property or portion of the Mortgaged Property, provided, among other things, (i) and (ii) (listed in the prior sentence) are satisfied and the borrower delivers Defeasance Collateral in an amount sufficient to defease and, as described above, to make payments on, that portion of the subject Defeasance Loans equal to a specified percentage (generally 100% to 125%) of the Allocated Loan Amount for such Mortgaged Property or portion of such Mortgaged Property to be released from the lien of the related Mortgage. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period is at least two years from the Closing Date. In certain cases a borrower may post Defeasance Collateral sufficient to make payments through the related maturity date or the related Anticipated Repayment Date, if applicable, and thereafter prepay the Mortgage Loan after the date upon which the related Mortgage Loan is freely prepayable, in which case the remaining Defeasance Collateral will be returned to the borrower.

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

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

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

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

●

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this free writing prospectus as Holiday Inn Express - Poughkeepsie, representing approximately 0.5% of the Initial Outstanding Pool Balance, the borrower may obtain the release of an unimproved portion of the Mortgaged Property upon satisfaction of certain conditions set forth in the loan documents, including (a) that the borrower provide at least 30 days’ prior written notice of such release, (b) the satisfaction of customary REMIC requirements, (c) remaining property DSCR is not less than the greater of (i) 1.40x and (ii) DSCR prior to such release, and (D) the LTV of the remaining property is not greater than the lesser of (i) 70% and (ii) the LTV prior to release.

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

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

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

●

With respect to the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Walgreens Portfolio, which secures a Mortgage Loan representing approximately 1.2% of the Initial Outstanding Pool Balance, the related borrower is permitted to release individual Mortgaged Properties and substitute new properties as collateral for the Walgreens Portfolio Mortgage Loan in the event that the related Mortgaged Property goes dark, provided that, among other things, (i) the borrower provides the lender with 30 days prior notice of such substitution and (ii) the DSCR for all Mortgaged Properties following the substitution is equal to or greater than the greater of (x) the DSCR on the closing date of the Mortgage Loan and (y) the DSCR immediately prior to the substitution.

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

●

With respect to the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, the Mortgage Loan provides that, after the applicable Lockout Date (as defined below), the borrower may obtain the release of one or more individual mortgaged properties, provided, among other things, that (i) such release is in connection with a sale of such mortgaged property to an unaffiliated third party, (ii) after giving effect to the property release, (A) the DSCR for the remaining properties is not less than the greater of the DSCR immediately preceding the property release and 3.48x, (B) the debt yield for the remaining properties is not less than the greater of the debt yield immediately preceding the property release and 13.0% and (C) the REMIC LTV ratio is not greater than 125% and (iii) the borrower prepays or defeases, as applicable, an amount equal to 115% of the allocated loan amount for the mortgaged property to be released (except with respect to the three mortgaged properties identified as Courtyard Philadelphia Devon, Courtyard Fresno and Courtyard Poughkeepsie, which have no allocated loan amount under the Mortgage Loan documents, but which have a release price equal to 62.5% of the appraised value of the applicable Mortgaged Property as of the loan origination date). All release prices, up to the first

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$33,500,000, will be applied solely to the prepayment of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan (with no prepayment premium, penalty or fee) until the principal balance of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan has been reduced to zero. No portion of the first $33,500,000 of release prices will be applied to the prepayment or defeasance of the Mortgage Loan or the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan. Any property release occurring concurrently with or after the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan principal balance has been reduced to zero will require a partial defeasance in the amount of the applicable release price (or portion thereof not being applied as a prepayment), which partial defeasance will be allocated between the Mortgage Loan and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan on a pro rata and pari passu basis. The “Lockout Date” means either (A) May 6, 2016, with respect to any Mortgaged Property where the entire release price is applied as a prepayment of the Courtyard by Marriott Non-Pooled Trust Pari Passu Companion Loan or (B) the expiration of the defeasance lockout period, with respect to any mortgaged property where any portion of the release price is applied as a defeasance of the Mortgage Loan and the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan.

●

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Walgreens Portfolio, which secures a Mortgage Loan representing approximately 1.2% of the Initial Outstanding Pool Balance, the related loan documents permit the borrower to obtain the release of the Walgreens – Michigan City Mortgaged Property in the event the owner of the shopping center exercises its option to purchase such Mortgaged Property pursuant to that certain common area agreement (the “Common Area Agreement”), subject to the satisfaction of certain conditions, including that: (i) the borrower prepays the Mortgage Loan in an amount equal to the greater of (a) 125% of the allocated loan amount for such Mortgaged Property plus all accrued and unpaid interest or (b) the purchase price identified in the Common Area Agreement (described below) and (ii) the borrower provides the lender 30 days’ notice of such release. The Common Area Agreement provides the owner of the shopping center with (i) a purchase option in the event that the Walgreens premises is “razed and removed” and the land cleared and paved, and the borrower fails to commence reconstruction within 12 months of such casualty and (ii) a right of first offer to purchase the mortgaged property, which right does not apply to a sale of the mortgaged property via foreclosure or deed-in-lieu of foreclosure. The owner of the shopping center may purchase the Mortgaged Property for an amount equal to the greater of (i) $1,208,000 and (ii) the fair market value of the Mortgaged Property. In the event the purchase price does not equal 125% of the allocated loan amount for the Mortgaged Property, the amount of such deficiency is recourse to the guarantor.

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

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

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

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●

In the case of the Mortgaged Property identified on Annex A-1 to this free writing prospectus as 9200 & 9220 Sunset, which secures a Mortgage Loan representing approximately 8.8% of the outstanding pool balance as of the cut-off date, the related Mortgaged Property also secures the 9200 & 9220 Sunset Companion Loan.

●

In the case of the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, which secures a Mortgage Loan representing approximately 7.3% of the outstanding pool balance as of the cut-off date, the related Mortgaged Property also secures the Courtyard by Marriott Pari Passu Companion Loans and the Courtyard by Marriott Non-Trust Subordinate Companion Loan.

●

In the case of the Mortgaged Property identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle, which secures a Mortgage Loan representing approximately 6.6% of the outstanding pool balance as of the cut-off date, the related Mortgaged Property also secures the 3 Columbus Circle Companion Loans.

●

In the case of the Mortgaged Property identified on Annex A-1 to this free writing prospectus as La Gran Plaza, which secures a Mortgage Loan representing approximately 1.9% of the outstanding pool balance as of the cut-off date, the related Mortgaged Property also secures the 2 La Gran Plaza Companion Loans.

●

In the case of the Mortgaged Property identified on Annex A-1 to this free writing prospectus as Walgreens Portfolio, which secures a Mortgage Loan representing approximately 1.2% of the outstanding pool balance as of the cut-off date, the related Mortgaged Property also secures the 2 Walgreens Portfolio Companion Loans.

The Mortgage Loans generally prohibit the related borrower from incurring secured or unsecured indebtedness, other than trade payables and other debt incurred in the ordinary course of business, including for furniture, fixtures and equipment; however, certain Mortgage Loans may permit unsecured indebtedness. For example, in the case of the mortgaged property identified on Annex A-1 to this free writing prospectus as Aspire Center, which secures a mortgage loan representing approximately 0.7% of the outstanding pool balance as of the cut-off date, the borrower is permitted to obtain an unsecured loan not evidenced by a note, provided such loan is (a) subordinate to the mortgage loan and subject to a fully executed subordination and standstill agreement, (b) payable from excess cash flow, (c) not assignable and (d) in a maximum amount that does not exceed 5% of the outstanding principal balance.

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

●

transfers related to family and estate planning,

●

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

●

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

●

transfers to borrower affiliates or to other existing members, partners, shareholders or other equity holders in the borrower and their respective affiliates and/or family members, as applicable, or between holders of tenant-in-common interests in the Mortgaged Property,

●

transfers in connection with mergers, consolidations and similar transactions involving affiliated companies,

●

transfers (including mergers, consolidations and similar transactions) involving publicly traded entities,

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●

transfers of stock listed on a nationally recognized stock exchange,

●

transfers among affiliated borrowers with respect to any multi-property Mortgage Loans,

●

transfers which consolidate tenant-in-common ownership into one or more surviving tenant-in-common borrowers,

●

transfers of tenant-in-common interests to third parties, subject in some cases to lender approval if such transfers are in excess of specified thresholds,

●

transfers to a pre-approved person or entity or an entity controlled by a pre-approved person or entity,

●

transfers to any person or entity so long as certain specified persons or entities, or persons or entities satisfying specified criteria, remain in control or acquire control of the day-to-day operations of the borrower,

●

transfers to certain qualifying entities, which entities generally are required to satisfy, or be under the control of other entities that satisfy, specified criteria, such as net worth and/or experience related tests and satisfy conditions specified in the Mortgage Loan Documents but for which lender consent may not be required,

●

transfers related to the foreclosure of existing or permitted mezzanine debt,

●

transfers as to which a No Downgrade Confirmation is obtained, or

●

other transfers customarily acceptable to prudent commercial, multifamily and manufactured housing community mortgage lending institutions with respect to comparable property and transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan Documents.

For certain permitted transfers that would not trigger the due-on-sale provision in the related Mortgage Loan Documents, see Annex G to this free writing prospectus.

Also, to the extent Mortgage Loan Documents permit mezzanine debt or to the extent a non-controlling equity holder in the borrower is entitled to a preferred return on its investment, under certain circumstances, a transfer of a controlling interest in the borrower to the holder of the mezzanine debt or the preferred equity holder may occur without lender consent and such transfer would not trigger the “due-on-sale” provision in the related Mortgage Loan Documents.

Certain Mortgage Loans also permit the borrower’s parent to pledge direct or indirect ownership interests in the borrower in connection with corporate financing arrangements, provided that such financing is also secured by a significant number of assets other than such ownership interests in the borrower.

The Mortgage Loan Sellers have notified the Depositor that they are aware of the following borrower entities (or the direct parent) in which another entity is the holder of a preferred equity investment in the borrower (or direct parent).

The Mortgage Loan Sellers have notified the Depositor that they are aware of the following existing mezzanine debt:

Mortgage Loan

Mortgage Loan Cut-
off Date Balance

% of Initial Outstanding Pool Balance

Mezzanine Debt Cut-
off Date Balance

Annual Interest
Rate on Mezzanine Loan

Co-
terminous with Mortgage Loan

Inter-
creditor Agreement

Total Debt Cut-Off
Date LTV

Total Debt U/W NCF
DSCR

Total Debt U/W NOI
Debt Yield

DoubleTree San Diego(1)

$36,653,165

2.7%

$5,750,000

11.300%

Yes

79.6%

1.18x

9.3%

(1)	The current holder of the mezzanine loan is Ladder Capital Finance LLC.

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Each mezzanine loan related to the above described Mortgage Loans is generally subject to an intercreditor agreement between the holder of the related mezzanine loan and the related lender under the related Mortgage Loan that, in each case, sets forth the relative rights and priorities between the holders of the related Mortgage Loan and the related mezzanine loan. The intercreditor agreements generally provide, among other things, that (a) the related mezzanine loan lender will have certain rights to receive notice of and cure defaults under the related Mortgage Loan prior to any acceleration or enforcement of the related Mortgage Loan, (b) upon the occurrence of an event of default under the related Mortgage Loan beyond any applicable notice and cure period provided for in the applicable intercreditor agreement, the related Mortgage Loan lender will be entitled to receive all payments that are due or that will become due under the related Mortgage Loan from funds that are derived from the mortgaged property before the related mezzanine lender will be permitted to receive payments under the related mezzanine loan from funds that are derived from the mortgaged property (however, in some cases, the mezzanine loan may be prepaid while the related Mortgage Loan remains outstanding and/or the mezzanine lender will be permitted to receive payments from funds distributed to the related mezzanine loan borrower to the extent such distribution was not in violation of the related Mortgage Loan Documents), (c) the related mezzanine loan lender may amend or modify the related mezzanine loan in certain respects without the consent of the related Mortgage Loan lender, (d) upon the occurrence of an event of default under the related mezzanine loan documents, subject to certain conditions, the related mezzanine loan lender may foreclose upon the pledged equity interests in the related Mortgage Loan borrower, which could result in a change of control with respect to the related Mortgage Loan borrower and a change in the management of the related Mortgaged Properties, (e) if an event of default occurs under the related Mortgage Loan, the related Mortgage Loan is accelerated, an enforcement action has been commenced and is continuing under the related Mortgage Loan, a bankruptcy proceeding has been commenced against the Mortgage Loan borrower, or the related Mortgage Loan becomes a specially serviced loan as a result of certain events of default under the related Mortgage Loan, then the related mezzanine loan lender has the right to purchase the related Mortgage Loan, in whole but not in part, for a price generally equal to the outstanding principal balance thereof, together with all accrued interest and certain other amounts due thereon, plus any protective advances made by the related Mortgage Loan lender or its servicer and any interest thereon or on any monthly debt service advances, but generally excluding any late charges, default interest, exit fees, spread maintenance or yield maintenance charges and prepayment premiums, and (f) an event of default under the Mortgage Loan will trigger an event of default under the mezzanine loan. The holder of each mezzanine loan also has consent rights over certain modifications of the related Mortgage Loan prior to an event of default under the related Mortgage Loan and certain limited consent rights over modifications of the related Mortgage Loan entered into in connection with a workout following an event of default under the related Mortgage Loan. The holder of each mezzanine loan may also have certain consent rights with respect to annual budgets, leases and alterations with respect to the related Mortgaged Property, the replacement of the property manager for the Mortgaged Property transfers and pledges of the Mortgage Loan to non-qualified entities. In addition, the Mortgage Loan lender may be prohibited under the intercreditor agreement from accepting a deed-in-lieu of foreclosure from the borrower until it has provided the mezzanine lender with prior written notice of such intention and given the mezzanine lender the opportunity to purchase the Mortgage Loan for a specified period of time prior to acceptance of such deed at the purchase price set forth in the immediately preceding clause (e). Upon completion of a foreclosure of a mezzanine loan, the non-recourse carveout guarantor for the related Mortgage Loan may be released from liability under its related guaranty.

With respect to the Mortgage Loans listed in the chart below, the related Mortgage Loan Sellers have informed us that the direct and/or indirect equity owners of the borrower are permitted to pledge their interest in the related borrower as security for a mezzanine loan, subject to the satisfaction of conditions contained in the related Mortgage Loan Documents, including, among other things, a combined maximum loan-to-value ratio, a combined minimum debt service coverage ratio and minimum combined debt yield as listed below:

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Mortgage Loan	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Intercreditor Agreement Required	Combined Minimum DSCR	Combined Maximum LTV	Combined Debt Yield
La Gran Plaza	$26,000,000	1.9%	Yes	1.45x	70.0%	NAP
Wexford Portfolio(1)	$21,500,000	1.6%	Yes	1.20x	75.0%	NAP
Montara Village(2)	$16,754,000	1.2%	Yes	1.50x	70.0%	NAP
Highland Park Apartments(3)	$12,500,000	0.9%	Yes	1.40x	72.0%	10.0%
North Park Mixed Use(4)	$7,800,000	0.6%	Yes	NAP	75.0%	8.0%
Dollar General – Paynesville	$806,000	0.1%	Yes	1.20x	85.0%	NAP
Dollar General – Yorktown	$786,500	0.1%	Yes	1.20x	85.0%	NAP
Dollar General – St. Francis	$734,500	0.1%	Yes	1.20x	85.0%	NAP
Dollar General – Battle Lake	$721,500	0.1%	Yes	1.20x	85.0%	NAP

(1)	Future mezzanine debt is permitted after the lockout period.

(2)	Future mezzanine debt is only permitted in connection with a sale of the Mortgaged Property and an assumption of the Mortgage Loan.

(3)	The mezzanine loan does not exceed $3.0 million.

(4)	Future mezzanine debt is permitted after April 6, 2017.

The specific rights of the related mezzanine lender with respect to any such future mezzanine loan will be specified in the related intercreditor agreement and may include rights substantially similar to the cure and repurchase rights described above. The direct and/or indirect owners of a borrower under a Mortgage Loan are also generally permitted to pledge their interest in such borrower as security for a mezzanine loan in circumstances where the ultimate transfer of such interest to the mezzanine lender would be a permitted transfer under the related Mortgage Loan Documents. Except as disclosed under this “—Other Financing” subsection, we are not aware of any other mezzanine debt affecting borrowers under the Mortgage Loans that we intend to include in the Issuing Entity.

Certain risks relating to additional debt are described in “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Additional Debt” in this free writing prospectus.

Performance Escrows and Letters of Credit. In connection with the origination of certain Mortgage Loans, the related borrower was required to escrow funds or post a letter of credit related to obtaining certain performance objectives, including reaching targeted debt service coverage or occupancy-related levels. The related Mortgage Loan Documents generally provide that such funds will be released to the related borrower upon the satisfaction of certain conditions and the Special Servicer will in some cases be entitled to make the determination or review the determination by the Master Servicer that such conditions have or have not been satisfied. Additionally, such Mortgage Loans may permit that such funds be applied to reduce the principal balance of the related Mortgage Loan if such conditions are not met or to fund shortfalls in debt service. This will have the same effect on the Certificates as a partial prepayment of such Mortgage Loan. For additional information, see Annex A-1 to this free writing prospectus. See also “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases of Mortgage Loans” in this free writing prospectus. If such conditions are not satisfied and the mortgagee has the discretion to retain the cash or letter of credit as additional collateral, generally, the Master Servicer will be directed in the Pooling and Servicing Agreement to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use such funds to reduce the principal balance of the related Mortgage Loan, unless holding such funds would otherwise be inconsistent with the Servicing Standard. If such funds are applied to reduce the principal balance of the Mortgage Loan, the Issuing Entity would experience an early prepayment that may adversely affect the yield to maturity on your Certificates. In some cases, the related Mortgage Loan Documents do not require payment of a yield maintenance charge or prepayment premium in connection with such prepayment. In addition, certain other Mortgage Loans have performance escrows or letters of credit, however, these Mortgage Loans do not contain conditions allowing the lender to use such funds to reduce the principal balance of the related Mortgage Loan unless there is an event of default.

“Due-on-Sale” and “Due-on-Encumbrance” Provisions. The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses that, in each case, generally permit the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan if the borrower sells or otherwise

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transfers or encumbers the related Mortgaged Property (other than as permitted in the Mortgage Loan Documents) without the consent of the lender (which, in some cases, may not be unreasonably withheld). See “—Other Financing” above for a discussion of certain permitted transfers and encumbrances of a Mortgaged Property or an interest in a borrower. The Pooling and Servicing Agreement requires the Special Servicer (other than with respect to any Non-Serviced Mortgage Loan) (but subject to the rights of the Directing Holder and after consultation with the Operating Advisor to the extent described under “The Pooling and Servicing Agreement—The Operating Advisor” in this free writing prospectus), to determine, in a manner consistent with the Servicing Standard, whether to exercise any right the lender may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property. Certain of the Mortgage Loans provide that the lender may condition an assumption of the Mortgage Loan on the receipt of an assumption fee, which in some cases may be up to one percent (or larger) of the then unpaid principal balance of the applicable Note, in addition to the payment of all costs and expenses incurred in connection with such assumption. The Depositor makes no representation as to the enforceability of any due-on-sale or due-on-encumbrance provision in any Mortgage Loan.

Mortgage Loans Subject to Government Assistance Programs. Certain of the Mortgage Loans may be secured now or in the future by Mortgaged Properties that are eligible for and have received low income housing tax credits pursuant to Section 42 of the Code in respect of various units within the Mortgaged Property or have tenants that rely on rent subsidies under various government-funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the U.S. Department of Housing and Urban Development. For example:

●

With respect to the Mortgaged Property identified on Annex A-1 to this free writing prospectus as ART Florida & Ohio MF Portfolio II, which secures a Mortgage Loan representing approximately 1.8% of the outstanding pool balance as of the cut-off date, three of the Mortgaged Properties identified as Woodlands, Oakwood Village and Miguel Place have, respectively, 15, 1 and 2 Section 8 tenants under one-year leases. The management of Woodlands has stopped accepting Section 8 tenants.

●

In the case of the portfolio of Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Jordan Creek-Westwood Apartments, which secures a Mortgage Loan representing approximately 1.2% of the Initial Outstanding Pool Balance, approximately 0.8% of the units at the Mortgaged Properties rely on rent subsidies under the Section 8 tenant based assistance program of the U.S. Department of Housing and Urban Development.

●

With respect to the Mortgaged Property identified on Annex A-1 to this free writing prospectus as North Park Mixed Use, which secures a Mortgage Loan representing approximately 0.6% of the outstanding pool balance as of the cut-off date, three of the multifamily units are subject to an affordable housing covenant with the San Diego Housing Commission through August 2069. The covenant requires (A) occupancy of such units to families earning at or below (i) 50% of the area median income, during years 1-30 and (ii) 65% of the area median income, during years 31-55 and (B) that the monthly rental rate not exceed (i) 1/12 of 30% of 50% of the area median income, as adjusted for assumed family size and utilities, during years 1-30 and (ii) 1/12 of 30% of 65% of the area median income, as adjusted for assumed family size and utilities, during years 31-55.

The Depositor gives no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related Mortgage Loan For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Multifamily Properties Have Special Risks” in this free writing prospectus.

Delinquency. As of the Cut-off Date, none of the Mortgage Loans were thirty (30) days or more delinquent, or had been thirty (30) days or more delinquent during the twelve (12) calendar months preceding the Cut-off Date.

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Borrower Concentrations. Five (5) group of Mortgage Loans has related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the group representing approximately 1.2%, 1.1%, 0.8%, 0.6% and 0.2%, respectively, of the Initial Outstanding Pool Balance. See “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Borrower Concentration” in this free writing prospectus.

Single-Tenant Mortgaged Properties. Forty-one (41) Mortgaged Properties, which secure Mortgage Loans representing in the aggregate approximately 5.3% of the Initial Outstanding Pool Balance by Allocated Loan Amount (excluding any leased fee property as to which the land, but not the improvements (not collateral), are ground leased to a single tenant), are 100.0% leased to a single tenant. Each of these Mortgaged Properties is generally subject to a single space lease, which in some cases has a primary lease term that expires on or after the maturity date of the related Mortgage Loan, but in other cases does not. See Annex A-1 to this free writing prospectus for Mortgage Loan maturity dates and the lease expiration dates. In addition, certain of these leases may have termination options that are prior to the maturity date of the related Mortgage Loan.

Geographic Location. The Mortgaged Properties are located throughout 38 states and the District of Columbia, with the largest concentration by Initial Outstanding Pool Balance located in California. See “Mortgaged Properties by State and/or Location” in Annex A-2 to this free writing prospectus “Summary—The Mortgage Pool—Characteristics of The Mortgage Pool—Property Locations” in this free writing prospectus for a table setting forth information about the jurisdictions with the greatest concentrations of Mortgaged Properties.

Loan Purpose. Fifty-six (56) of the Mortgage Loans, representing in the aggregate approximately 74.8% of the Initial Outstanding Pool Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan. Twenty-four (24) of the Mortgage Loans, representing approximately 23.3% of the Initial Outstanding Pool Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property. Three (3) Mortgage Loans, representing approximately 1.9% of the Initial Outstanding Pool Balance, were originated in connection with the borrower’s recapitalization. In several cases, the refinancing of a Mortgaged Property with a Mortgage Loan resulted in cash being paid to the related borrower to the extent that the related Mortgage Loan exceeded the amount of the prior loan, refinancing costs and required reserves and escrows.

Properties Underwritten Based on Projections. With respect to 38 Mortgaged Properties, which secure Mortgage Loans representing in the aggregate approximately 7.6% of the Initial Outstanding Pool Balance (by Allocated Loan Amount), such Mortgaged Properties (i) were constructed or the subject of a major renovation that was completed within 12 calendar months prior to the Cut-off Date and therefore the related Mortgaged Property has no prior operating history, (ii) have a borrower or an affiliate under the related Mortgage Loan that acquired the related Mortgaged Property within 12 calendar months prior to the Cut-off Date and such borrower or affiliate was unable to provide the related Mortgage Loan Seller with historical financial information for such acquired Mortgaged Property or (iii) are single tenant properties subject to triple-net leases with the related tenant where the related borrower did not provide the related Mortgage Loan Seller with historical financial information for the related Mortgaged Property.

Modified Loans. As of the Cut-off Date, none of the Mortgage Loans were modified due to a delinquency or impending delinquency.

Refinanced Loans. Two (2) Mortgage Loans, secured by the Mortgaged Properties identified on Annex A-1 to this free writing prospectus as Lake Arrowhead Village and 8500 Valcour Industrial, representing approximately 2.4% and 0.7% of the Initial Outstanding Pool Balance, respectively, each refinanced a prior loan that was in maturity default at the time of refinancing.

Delaware Statutory Trusts May Hinder Recovery

With respect to the Mortgage Loan identified on Annex A-1 to this free writing prospectus as Fresenius Chicago, representing 0.3% of the initial outstanding pool balance, the related borrower is a Delaware statutory trust. A Delaware statutory trust is restricted in its ability to actively operate a

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property. Accordingly, the related borrower has master leased the property to a newly formed, single-purpose entity that is wholly owned by the same entity that owns the signatory trustee for the related borrower. The master lease has been collaterally assigned to the lender and has been subordinated to the related mortgage loan documents. In the case of a mortgaged property that is owned by a Delaware statutory trust, there is a risk that obtaining the consent of the holders of the beneficial interests in the Delaware statutory trust will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property.

Changes in Mortgage Pool Characteristics

The description in this free writing prospectus, including Annex A-1 and Annex A-2 to this free writing prospectus, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Certificates, a Mortgage Loan may be removed from inclusion in the securitization transaction described in this free writing prospectus if the Depositor deems such removal necessary or appropriate or if it is prepaid. This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described in this free writing prospectus.

A Current Report on Form 8-K (the “Form 8-K”) will be available to purchasers of the Offered Certificates and will be filed by the Depositor, together with the Pooling and Servicing Agreement, with the SEC. In the event Mortgage Loans are removed from the Mortgage Pool as set forth in the preceding paragraph, such removal will be noted in the Form 8-K, and, if such removal or any other event results in any material pool characteristic of the actual Mortgage Pool differing by 5% or more (other than by reason of the Mortgage Loans converting into cash in accordance with their terms) from the description of the Mortgage Pool in the final prospectus supplement filed with the SEC, such Form 8-K will be filed no later than four business days after the initial issuance of the Offered Certificates. Such Form 8-K will be available to purchasers and potential purchasers of the Offered Certificates.

DESCRIPTION OF THE OFFERED CERTIFICATES

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement and will consist of the following classes (each, a “Class”) to be designated as set forth in the table below:

Designation		Classes
“Offered Certificates”		The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C and Class D Certificates
“Private Certificates”		The Class X-B, Class X-C, Class X-D, Class E, Class F, Class G, Class CM-A, Class CM-B, Class CM-C, Class CM-D, Class CM-E, Class V, Class R and Class LR Certificates
“Sequential Pay Certificates”		The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates
“Regular Certificates”		All of the Certificates (other than the Class V, Class R and Class LR Certificates)
“Residual Certificates”		The Class R and Class LR Certificates
“Pooled Certificates”		The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class D, Class E, Class F, Class G and Class V Certificates
“Loan-Specific Certificates”		The Class CM-A, Class X-CM-CP, Class X-CM-EXT, Class CM-B, Class CM-C, Class CM-D, Class CM-E Certificates

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Only the Offered Certificates are offered hereby. The Private Certificates are not offered hereby.

The Regular Certificates, the Residual Certificates and the Class V Certificates (collectively, the “Certificates”) represent in the aggregate the entire beneficial ownership interest in the Issuing Entity consisting of, among other things: (i) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans due after the Cut-off Date; (ii) the Courtyard by Marriott Non-Pooled Trust Companion Loans and all payments under and proceeds of the Courtyard by Marriott Non-Pooled Trust Companion Loans due after the Cut-off Date; (iii) the Issuing Entity’s interest in any Mortgaged Property acquired on behalf of the Issuing Entity and, if applicable, the holders of the Serviced Companion Loans through foreclosure, deed in lieu of foreclosure or otherwise (upon acquisition, an “REO Property” and any such property serviced by the Special Servicer pursuant to the Pooling and Servicing Agreement, a “Serviced REO Property”); (iv) the Collection Account, the Issuing Entity’s interest in any custodial account established in respect of a Serviced Companion Loan, the Distribution Account, the Courtyard by Marriott Distribution Account, the Excess Liquidation Proceeds Account, the Interest Reserve Account and any account established in connection with REO Properties (an “REO Account”); (v) all insurance policies with respect to the Mortgage Loans and the Courtyard by Marriott Non-Pooled Trust Companion Loans and the Mortgaged Properties, to the extent of the Issuing Entity’s interests therein; (vi) the Depositor’s rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the Courtyard by Marriott Non-Pooled Trust Companion Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Courtyard by Marriott Non-Pooled Trust Companion Loans, as applicable; and (vi) all of the lender’s right, title and interest in the Reserve Accounts and lock box accounts, in each case, to the extent of the Issuing Entity’s interests therein.

As further described herein:

●

the primary source for payments of principal and interest on the Pooled Certificates will be amounts received by the Issuing Entity in respect of the Mortgage Loans (which does include the Courtyard by Marriott Non-Pooled Trust Companion Loans); and

●

the primary source for payments of principal and interest on the Loan-Specific Certificates will be amounts received by the Issuing Entity in respect of the Courtyard by Marriott Non-Pooled Trust Companion Loans

Upon initial issuance, the Sequential Pay Certificates will have the following aggregate principal balances (each, a “Certificate Balance”), in each case, subject to a variance of plus or minus 5.0%:

Class	Initial Certificate Balance	Approximate Percentage of Initial Certificate Balance	Approximate Initial Credit Support(1)
Offered Certificates
A-1	$ 53,800,000	3.928%	30.000%(2)
A-2	$168,100,000	12.273%	30.000%(2)
A-SB	$ 85,300,000	6.228%	30.000%(2)
A-3	$270,000,000	19.712%	30.000%(2)
A-4	$381,594,000	27.860%	30.000%(2)
A-M	$101,016,000	7.375%	22.625%
B	$ 92,797,000	6.775%	15.850%
C	$ 61,295,000	4.475%	11.375%
D	$ 58,212,000	4.250%	7.125%
Non-Offered Certificates(3)
E	$ 27,394,000	2.000%	5.125%
F	$ 29,107,000	2.125%	3.000%
G	$ 41,091,186	3.000%	0.000%

(1)	The credit support for each class of Certificates presented in the table does not include the Courtyard by Marriott Non-Pooled Trust Companion Loans.

(2)	Represents the approximate initial credit support for the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, in the aggregate.

(3)	The Classes of Certificates set forth below (the “Non-Offered Certificates”) in the table are not offered by this free writing prospectus. The Loan-Specific Certificates are not reflected in the chart and are also not offered in this free writing prospectus.

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The Class X-A, Class X-B, Class X-C and Class X-D Certificates will each have a notional balance (the “Notional Balance”), which is used solely for the purpose of determining the amount of interest to be distributed on such Certificates and does not represent the right to receive any distributions of principal.

The Notional Balance of the Class X-A Certificates will equal the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M Certificates outstanding from time to time. In general, the Certificate Balance of each such Class of Certificates will constitute a separate component of the Notional Balance of the Class X-A Certificates. The total initial Notional Balance of the Class X-A Certificates will be approximately $1,059,810,000.

The Notional Balance of the Class X-B Certificates will equal the aggregate Certificate Balance of the Class B and Class C Certificates outstanding from time to time. In general, the Certificate Balance of each such Class of Certificates will constitute a separate component of the Notional Balance of the Class X-B Certificates. The total initial Notional Balance of the Class X-B Certificates will be approximately $154,092,000.

The Notional Balance of the Class X-C Certificates will equal the Certificate Balance of the Class D Certificates outstanding from time to time. In general, the Certificate Balance of such Class of Certificates will constitute the component of the Notional Balance of the Class X-C Certificates. The total initial Notional Balance of the Class X-C Certificates will be approximately $58,212,000.

The Notional Balance of the Class X-D Certificates will equal the Certificate Balance of the Class E Certificates outstanding from time to time. In general, the Certificate Balance of such Class of Certificates will constitute the component of the Notional Balance of the Class X-D Certificates. The total initial Notional Balance of the Class X-D Certificates will be approximately $27,394,000.

The Class V, Class R and Class LR Certificates will not have Certificate Balances or Notional Balances.

The Certificate Balance of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount which the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans in the Mortgage Pool and the other assets in the Mortgage Pool (which does not include the Courtyard by Marriott Non-Pooled Trust Companion Loans); provided, however, that in the event that Realized Losses previously allocated to a Class of Sequential Pay Certificates in reduction of the Certificate Balance thereof are recovered subsequent to the reduction of the Certificate Balance thereof to zero, such Class of Sequential Pay Certificates may receive distributions in respect of such recoveries in accordance with the priorities set forth under “—Distributions—Payment Priorities” below.

The respective Certificate Balance of each Class of Sequential Pay Certificates will in each case be reduced by amounts actually distributed thereon that are allocable to principal and by any Realized Losses allocated to such Class of Certificates.

The Notional Balance of the Class X-A Certificates will be reduced to the extent of all reductions in the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M Certificates. Similarly, the Notional Balance of the Class X-B Certificates will be reduced to the extent of all reductions in the aggregate Certificate Balance of the Class B and Class C Certificates, the Notional Balance of the Class X-C Certificates will be reduced to the extent of all reductions in the Certificate Balance of the Class D Certificates and the Notional Balance of the Class X-D Certificates will be reduced to the extent of all reductions in the Certificate Balance of the Class E Certificates.

Distributions

Method, Timing and Amount. Distributions on the Certificates will be made on the fourth business day following the Determination Date in each month, commencing in June 2015 (each, a “Distribution Date”). All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on

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the last business day of the calendar month immediately preceding the month in which such Distribution Date occurs (the “Record Date”). Such distributions will be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder provides the Paying Agent with wiring instructions no less than five business days prior to the related Record Date, or otherwise by check mailed to such Certificateholder. The final distribution on any Offered Certificates will be made in like manner, but only upon presentment and surrender of such Certificate at the location specified in the notice to the holder of that Certificate of such final distribution. All distributions made with respect to a Class of Certificates on each Distribution Date will be allocated pro rata among the outstanding Certificates of that Class based on their respective Percentage Interests. The “Percentage Interest” evidenced by any Certificate (other than the Class V, Class R and Class LR Certificates) is equal to the initial Certificate Balance or Notional Balance thereof as of the Closing Date divided by the initial Certificate Balance or Notional Balance of the related Class and with respect to the Class V, Class R and Class LR Certificates is equal to the percentage interest set forth on the face of the Certificate.

The aggregate distribution to be made with respect to the Regular Certificates (excluding the Loan-Specific Certificates) on any Distribution Date will equal the Available Funds. The “Available Funds” for any Distribution Date will be the sum of the following amounts in respect of the Mortgage Loans (which, for the avoidance of doubt, will not include any amounts received in respect of the Courtyard by Marriott Non-Pooled Trust Companion Loans) (i) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds, if any, but excluding Excess Liquidation Proceeds) received by or on behalf of the Master Servicer in the Collection Period relating to such Distribution Date; (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Mortgage Loans as of such Distribution Date; (iii) all other amounts received by the Master Servicer in such Collection Period and required to be deposited in the Collection Account by the Master Servicer as described in this free writing prospectus under “The Pooling and Servicing Agreement—Accounts”; (iv) without duplication, any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the business day prior to the Master Servicer Remittance Date; (v) any amounts representing Prepayment Interest Shortfalls remitted by the Master Servicer to the appropriate Collection Account (as described under “—Prepayment Interest Shortfalls” below); and (vi) for the Distribution Date occurring in each March of each calendar year (or February if the final Distribution Date occurs in such month), the Withheld Amounts in respect of the Mortgage Loans then on deposit in the Interest Reserve Account as described under “The Pooling and Servicing Agreement—Accounts—Interest Reserve Account” below, but excluding the following (in no order of priority):

(a) all amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts with interest thereon as described in this free writing prospectus under “The Pooling and Servicing Agreement—Advances”;

(b) the aggregate amount of the Master Servicing Fee, the Trustee/Certificate Administrator Fee, Operating Advisor Fee, any Operating Advisor Consulting Fees (to the extent that such fee is actually received from the related borrower), CREFC® License Fee, fees for primary servicing functions and the other servicing compensation (e.g., Net Prepayment Interest Excess, Net Default Interest, late payment fees (to the extent not applied to the reimbursement of interest on Advances and certain expenses, as provided in the Pooling and Servicing Agreement), Workout Fees, Liquidation Fees, assumption fees, Modification Fees, loan service transaction fees, demand fees, beneficiary statement charges and similar fees payable to the Master Servicer and the Special Servicer), Permitted Special Servicer/Affiliate Fees and the Special Servicing Fee (and other amounts payable to the Special Servicer as described in this free writing prospectus under “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation”), and reinvestment earnings on payments received with respect to the Mortgage Loans (that the Master Servicer or the Special Servicer are entitled to receive as additional servicing compensation), in each case in respect of the Mortgage Loans and such Distribution Date;

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(d) to the extent permitted by the Pooling and Servicing Agreement, that portion of net liquidation proceeds, net insurance proceeds and net condemnation proceeds with respect to a Mortgage Loan that represents any unpaid Servicing Fee, Servicing Compensation, special servicing compensation, Trustee/Certificate Administrator Fee, CREFC® License Fee and Operating Advisor Fee, to which the Master Servicer, the Special Servicer, any subservicer, the Certificate Administrator, the Operating Advisor, CREFC® and/or the Trustee are entitled;

(e) all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer, the Special Servicer, the Certificate Administrator (in all of its capacities under the Pooling and Servicing Agreement), the Operating Advisor, CREFC® or the Trustee (in all of its capacities under the Pooling and Servicing Agreement) and other amounts permitted to be retained or withdrawn from Available Funds by the Master Servicer pursuant to the Pooling and Servicing Agreement in respect of various items, including interest on Advances as provided in the Pooling and Servicing Agreement;

(f) Prepayment Premiums and Yield Maintenance Charges received in respect of the Mortgage Loans;

(g) any interest or investment income on funds on deposit in the Collection Account or any interest on permitted investments in which such funds may be invested;

(h) all amounts received with respect to each Mortgage Loan previously replaced, purchased or repurchased from the Issuing Entity pursuant to the Pooling and Servicing Agreement or a Mortgage Loan Purchase Agreement during the related Collection Period and subsequent to the date as of which such Mortgage Loan was replaced, purchased or repurchased;

(i) the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in the Pooling and Servicing Agreement;

(j) with respect to any Distribution Date occurring in each February, and in any January occurring in a year that is not a leap year, in either case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts to be deposited in the Interest Reserve Account in respect of the Mortgage Loans in accordance with the Pooling and Servicing Agreement as described in this free writing prospectus under “The Pooling and Servicing Agreement—Accounts”; and

(k) Excess Interest.

The Pooling and Servicing Agreement will provide that if the Trustee determines that a certain expense incurred in connection with the administration of the Issuing Entity are not allocable to a particular Mortgage Loan or Courtyard by Marriott Non-Pooled Trust Component Loan, such amounts will be deemed allocated to each Mortgage Loan or Courtyard by Marriott Non-Pooled Trust Component Loan on a pro rata basis based on their outstanding principal balances and will be payable from the Collection Account or the related Serviced Companion Loan custodial account, as applicable.

The “Monthly Payment” with respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, is the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any balloon payment (but not excluding any constant Monthly Payment due on a Balloon Loan), which is payable by the related borrower on such Due Date under the related Note if applicable, allocable to such Mortgage Loan. The Monthly Payment with respect to an REO Loan for any Distribution Date is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged, determined as set forth in the Pooling and Servicing Agreement and on the assumption that all other amounts, if any, due thereunder are paid when due.

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THE POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2015 (the “Pooling and Servicing Agreement”), entered into by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor.

Reference is made to the prospectus for important information in addition to that set forth in this free writing prospectus regarding the terms of the Pooling and Servicing Agreement and the terms and conditions of the Offered Certificates. The Certificate Administrator will make an electronic copy of the Pooling and Servicing Agreement available to prospective or actual holders of Offered Certificates on its website.

Special Note Regarding the La Gran Plaza Loan Combination

As to particular servicing matters, the discussion under this heading ‘‘The Pooling and Servicing Agreement” is applicable with respect to the La Gran Plaza Loan Combination only while the Pooling and Servicing Agreement governs the servicing of the La Gran Plaza Loan Combination. As described under ‘‘Risk Factors—Risks Related to Conflicts of Interest—The Servicing of the La Gran Plaza Loan Combination Will Shift to Others” in this free writing prospectus, on and after the La Gran Plaza Note A-1 Securitization Date, the La Gran Plaza Loan Combination will be serviced pursuant to the La Gran Plaza Pooling and Servicing Agreement, and the provisions of the La Gran Plaza Pooling and Servicing Agreement may be different than the terms of the Pooling and Servicing Agreement, although the La Gran Plaza Loan Combination will still need to be serviced in compliance with the requirements of the related La Gran Plaza Intercreditor Agreement, as described under “Description of the Mortgage Pool—Loan Combinations—The La Gran Plaza Loan Combination” in this free writing prospectus.

Servicing of the Mortgage Loans and Serviced Loan Combinations; Collection of Payments

The Pooling and Servicing Agreement generally requires the Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Loan Combinations that are not Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans (other than any Non-Serviced Mortgage Loan) and REO Loans) (in each case, directly or through one or more sub-servicers) to diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan, which will be serviced pursuant to separate servicing agreements), Serviced Loan Combinations, Specially Serviced Loans and REO Loans for which each is responsible, in the best interests of and for the benefit of the Certificateholders and, with respect to each applicable Serviced Loan Combination, for the benefit of the holders of the related Serviced Companion Loans (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender, as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment) in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the applicable Mortgage Loan Documents, the related intercreditor agreement, if any, and, to the extent consistent with the foregoing:

in accordance with the higher of the following standards of care:

1. the same manner in which, and with the same care, skill, prudence and diligence with which such servicer services and administers similar mortgage loans for other third party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers servicing their own mortgage loans with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Loan Combination or, in the case of Defaulted Mortgage Loans and defaulted Serviced Loan Combinations, the maximization of timely recovery of principal and interest on a net present value basis on the applicable Mortgage Loans or Serviced Loan Combinations, in all cases

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and at all times taking into account the costs to Certificateholders or Serviced Companion Loan holders of any Master Servicer or Special Servicer compensation, and the best interests of the Issuing Entity and the Certificateholders and, with respect to any applicable Serviced Loan Combinations, the holders of the related Serviced Companion Loans (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender, taking into account the subordinate nature of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment); and

2. the same care, skill, prudence and diligence with which such servicer services and administers commercial, multifamily and manufactured housing community mortgage loans owned, if any, by it with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Loan Combinations or, in the case of Defaulted Mortgage Loans and defaulted Serviced Loan Combinations, the maximization of timely recovery of principal and interest on a net present value basis on the applicable Mortgage Loans or Serviced Loan Combinations, in all cases and at all times taking into account the costs to Certificateholders or Serviced Companion Loan holders of any Master Servicer or Special Servicer compensation, and the best interests of the Issuing Entity and the Certificateholders and, with respect to any applicable Serviced Loan Combination, the holders of the related Serviced Companion Loans (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender, taking into account the subordinate nature of the Courtyard by Marriott Non-Pooled Trust Subordinate Companion Loan, as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment);

but without regard to any potential conflict of interest arising from:

1. any relationship that such servicer or any affiliate of it, may have with the related borrower, any Mortgage Loan Seller, any other party to the Pooling and Servicing Agreement or any affiliate of any of the foregoing;

2. the ownership of any Certificate, any Companion Loan or any mezzanine loan related to a Mortgage Loan by such servicer or any affiliate of it;

3. the Master Servicer’s obligation to make Advances;

4. such servicer’s right to receive compensation for its services under the Pooling and Servicing Agreement or with respect to any particular transaction;

5. the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by such servicer or any affiliate of such servicer, as applicable;

6. any debt that such servicer or any affiliate of such servicer, as applicable, has extended to any borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing); and

7. any obligation of the Master Servicer, or an affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or any affiliate thereof is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).

For descriptions of the servicing of the Walgreens Portfolio Mortgage Loan and the La Gran Plaza Mortgage Loan following the La Gran Plaza Note A-1 Securitization Date, see “—Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

The Master Servicer and the Special Servicer are permitted, at their own expense, to employ subservicers, contractors, agents or attorneys in performing any of their respective obligations under the Pooling and Servicing Agreement, but will not thereby be relieved of any such obligation, and will be responsible for the acts and omissions of any such subservicers, agents or attorneys. Notwithstanding the foregoing, the Special Servicer will not be permitted to enter into any sub-servicing agreement which provides for the performance by third parties of any or all of its obligations under the Pooling and

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Servicing Agreement without, for so long as no Control Termination Event has occurred and is continuing, the consent of the Directing Holder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

The Pooling and Servicing Agreement provides that neither the Master Servicer, the Special Servicer nor any of their respective affiliates, directors, officers, employees, members, managers, representatives or agents will have any liability to the Issuing Entity or the Certificateholders for taking any action or refraining from taking any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment. The foregoing provision would not protect either of the Master Servicer or the Special Servicer against any breach of its representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed under the Pooling and Servicing Agreement for a breach of the Servicing Standard) in the performance of its duties or by reason of its negligent disregard of obligations or duties under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer, as applicable, to make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans and to follow the Servicing Standard with respect to such collection procedures. Consistent with the above, the Master Servicer or the Special Servicer may, in its discretion, waive any late payment fee or default interest in connection with any delinquent Monthly Payment or balloon payment with respect to any Mortgage Loan or Serviced Companion Loan it is servicing.

All net present value calculations and determinations made under the Pooling and Servicing Agreement with respect to any Mortgage Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made in accordance with the Mortgage Loan Documents or, in the event the Mortgage Loan Documents are silent, by using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the borrowers on similar non-defaulted debt of the borrowers as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or Updated Appraisal).

Notwithstanding anything in the Pooling and Servicing Agreement or in any Intercreditor Agreement to the contrary, no direction or objection by the holder of a Serviced Companion Loan may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, the Pooling and Servicing Agreement, any Intercreditor Agreement or the REMIC provisions of the Code, including without limitation the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the Issuing Entity, a Mortgage Loan Seller, the Operating Advisor, the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Master Servicer’s or Special Servicer’s responsibilities under the Pooling and Servicing Agreement.

The Directing Holder

For so long as no Control Termination Event has occurred and is continuing, the applicable Directing Holder will be entitled to advise (1) the Special Servicer, with respect to the related Specially Serviced Loans, (2) the Special Servicer, with respect to the related non-Specially Serviced Loans, as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer, with respect to the related Mortgage Loans for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer, subject to consent or deemed consent of the Special Servicer.

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Neither the Master Servicer nor the Special Servicer will be required to take or to refrain from taking any action pursuant to instructions from the Directing Holder or any Companion Loan holder, or due to any failure to approve an action by the Directing Holder or any Companion Loan holder, or due to an objection by the Directing Holder or any Companion Loan holder that would (1) cause either the Master Servicer or the Special Servicer to violate applicable law, the related Mortgage Loan Documents, the Pooling and Servicing Agreement (including the Servicing Standard), any related Intercreditor Agreements or the REMIC provisions of the Code, (2) expose the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the Issuing Entity, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee or a Mortgage Loan Seller or their respective affiliates to any claim, suit or liability, or (3) materially expand the scope of the Master Servicer or Special Servicer’s responsibilities under the Pooling and Servicing Agreement or cause the Master Servicer or the Special Servicer to act or fail to act, in a manner that is not in the best interests of the Certificateholders.

Except as otherwise described in the succeeding paragraphs below, (a) the Master Servicer will not be permitted to take any of the following actions unless it has obtained the consent of the Special Servicer and (b) for so long as no Control Termination Event has occurred and is continuing, the Special Servicer will not be permitted to consent to the Master Servicer’s taking any of the following actions, nor will the Special Servicer itself be permitted to take any of the following actions, as to which the applicable Directing Holder has objected in writing within ten (or thirty with respect to clause (j) below) business days after receipt of the written recommendation and analysis (provided that if such written objection has not been received by the Special Servicer within the ten-day (or thirty-day) period, the Directing Holder will be deemed to have approved such action) (each of the following, a “Major Decision”):

(a) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination as come into and continue in default;

(b) any modification, consent to a modification or waiver of any monetary term (other than late payment charges or Default Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding late payment charges or Default Interest) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination or any extension of the maturity date of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination;

(c) any sale of a Defaulted Mortgage Loan (that is not a Non-Serviced Mortgage Loan), or an REO Property (in each case, other than in connection with the termination of the Issuing Entity as described under “—Optional Termination” in this free writing prospectus) for less than the applicable Repurchase Price;

(d) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

(e) any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination or any consent to either of the foregoing, other than as required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination and for which there is no material lender discretion;

(f) any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;

(g) any property management company changes for which the lender is required to consent or approve under the Mortgage Loan Documents (with respect to a Mortgage Loan) or Serviced Loan

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Combination (i) with a Stated Principal Balance greater than $2,500,000 or (ii) where the successor property manager is affiliated with the borrower) or franchise changes for which the lender is required to consent or approve under the Mortgage Loan Documents (with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination);

(h) releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination and for which there is no material lender discretion;

(i) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination other than pursuant to the specific terms of such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination and for which there is no lender discretion;

(j) any determination of an Acceptable Insurance Default;

(k) the determination of the Special Servicer pursuant to clause (iii) or clause (vii) of the definition of “Specially Serviced Loan”;

(l) any acceleration of a Mortgage Loan or Serviced Loan Combination following a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) Loan Combination, any initiation of judicial, bankruptcy or similar proceedings under the related Mortgage Loan Documents or with respect to the related mortgagor or Mortgaged Property; and

(m) any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, or an action to enforce rights with respect thereto, other than any modification, waiver or amendment to cure an ambiguity or correct an error;

provided, further, that if the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to any applicable Serviced Loan Combination, the holders of any related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender) and the Special Servicer has made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Directing Holder’s response.

For the avoidance of any doubt, the Master Servicer and the Special Servicer (each in such capacity) may not make or be obligated to make any Major Decisions with respect to any Non-Serviced Mortgage Loans and the Controlling Class Representative will have no consent rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans under the Pooling and Servicing Agreement.

With respect to any Mortgage Loan or Serviced Loan Combination, if a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer will not be required to obtain the consent of the Directing Holder for any of the foregoing actions but will be required to consult with the Directing Holder in connection with any Major Decision (or any other matter for which the consent of the Directing Holder would have been required or for which the Directing Holder would have the right to direct the Master Servicer or the Special Servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended by the Directing Holder. Such consultation will not be binding on the Special Servicer.

With respect to each Mortgage Loan, if a Control Termination Event has occurred and is continuing (and without regard to the occurrence and continuance of a Consultation Termination Event), the Special Servicer will be required to consult with the Operating Advisor in connection with any Major Decision and

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to consider alternative actions recommended by the Operating Advisor. Such consultation will not be binding on the Special Servicer.

With respect to each Non-Serviced Loan Combination, the Controlling Class Representative will have certain non-binding consultation rights with respect to the servicing of such Non-Serviced Loan Combination as provided in the related Intercreditor Agreement and described under “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus. With respect to each Serviced Loan Combination, the related Non-Controlling Note Holders will have certain non-binding consultation rights with respect to the servicing of the related Serviced Loan Combination as provided in the related Intercreditor Agreement and described under “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

The “Directing Holder” means:

(a) with respect to any Mortgage Loan (other than the La Gran Plaza Mortgage Loan, the Courtyard by Marriott Pooled Mortgage Loan and the Non-Serviced Mortgage Loans) or Serviced Loan Combination (other than the La Gran Plaza Loan Combination and Courtyard by Marriott Loan Combination), the Controlling Class Representative;

(b) with respect to the La Gran Plaza Loan Combination, the related Loan-Specific Directing Holder; and

(c) with respect to the Courtyard by Marriott Loan Combination, (i) for so long as no Courtyard by Marriott Control Termination Event exists, the Courtyard by Marriott Directing Holder and (ii) for so long as a Courtyard by Marriott Control Termination Event exists, the Controlling Class Representative.

The initial Directing Holder for the Mortgage Loans (other than any Non-Serviced Mortgage Loan, the La Gran Plaza Mortgage Loan and the Courtyard by Marriott Pooled Mortgage Loan) and Serviced Loan Combinations (other than the La Gran Plaza Loan Combination and the Courtyard by Marriott Loan Combination) is expected to be the B-Piece Buyer. The Directing Holder will be responsible for its own expenses.

“Non-Controlling Note Holder” means, with respect to any Loan Combination, the holder of a non-controlling note in such Loan Combination.

“Loan-Specific Directing Holder” means,

(a) with respect to any Serviced Loan Combination other than the Courtyard by Marriott Loan Combination, the “Controlling Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor Agreement; and

(b) with respect to the Courtyard by Marriott Loan Combination, the Courtyard by Marriott Directing Holder.

Prior to the La Gran Plaza Note A-1 Securitization Date, the “directing holder” with respect to the La Gran Plaza Loan Combination will be the holder of the La Gran Plaza Note A-1 (which, as of the Closing Date, is expected to be an affiliate of Ladder Capital Finance LLC). On and after the La Gran Plaza Note A-1 Securitization Date, there will be no Loan-Specific Directing Holder under the Pooling and Servicing Agreement with respect to the La Gran Plaza Loan Combination.

At any time more than 50% of the Percentage Interest of the Controlling Class Certificateholders direct the Certificate Administrator in writing to hold an election for a Controlling Class Representative, the Certificate Administrator is required to hold such election as soon as practicable at the expense of such requesting Certificateholders.

The “Controlling Class Representative” is the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as

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determined by the Certificate Registrar from time to time; provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a written notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that certifies to the Certificate Administrator that it owns the largest aggregate Certificate Balance of the Controlling Class will be the Controlling Class Representative.

The initial Controlling Class Representative will be the B-Piece Buyer, and the Certificate Registrar and the other parties to the Pooling and Servicing Agreement will be entitled to assume that entity or any successor Controlling Class Representative selected thereby and notified to the Certificate Registrar in writing is the Controlling Class Representative on behalf of the B-Piece Buyer, as holder (or beneficial owner) of at least a majority of the applicable Class of Control Eligible Certificates, until the Certificate Registrar receives (a) notice of a replacement Controlling Class Representative from a majority of the Controlling Class Certificateholders by Certificate Balance or (b) notice that the B-Piece Buyer is no longer the holder (or beneficial owner) of a majority of the applicable Class of Control Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates). In the event of clause (b) above, if no successor Controlling Class Representative is then identified to the Certificate Registrar, then a Control Termination Event will be deemed to exist until such time as the Certificate Registrar and the other parties to the Pooling and Servicing Agreement receive notice of a successor Controlling Class Representative.

A “Controlling Class Certificateholder” is each holder (or beneficial owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar to the Certificate Administrator from time to time.

The “Controlling Class” will be as of any time of determination the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such class, at least equal to 25% of the initial Certificate Balance of that Class or if no class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates. The Controlling Class as of the Closing Date will be the G Certificates.

A “Consultation Termination Event” will occur under the following circumstances:

(a) with respect to any Mortgage Loan (other than the Courtyard by Marriott Pooled Mortgage Loan or a Non-Serviced Mortgage Loan) or Serviced Loan Combination (other than the La Gran Plaza Loan Combination or the Courtyard by Marriott Loan Combination), at any date on which (i) no Class of Control Eligible Certificates exists that has a Certificate Balance that is at least equal to 25% of the initial Certificate Balance of that Class or (ii) such Consultation Termination Event is deemed to occur as described below; provided, that prior to the La Gran Plaza Note A-1 Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to the La Gran Plaza Loan Combination and the term “Consultation Termination Event” will not be applicable to the Loan-Specific Directing Holder related to the La Gran Plaza Loan Combination; and

(b) with respect to the Courtyard by Marriott Loan Combination, at any date on which (i) a Courtyard by Marriott Control Termination Event exists and (ii)(A) no Class of Control Eligible Certificates exists that has a Certificate Balance that is at least equal to 25% of the initial Certificate Balance of that Class or (B) such Consultation Termination Event is deemed to occur as described below.

If a Consultation Termination Event has occurred and is continuing, the Directing Holder will have no consultation or consent rights under the Pooling and Servicing Agreement and will have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder. However, the Directing Holder will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under the Pooling and Servicing Agreement.

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The Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee may request that the Certificate Administrator determine which Class of Certificates is the then-current Controlling Class and the Certificate Administrator must thereafter provide such information to the requesting party. The Master Servicer, Special Servicer, Trustee or Operating Advisor may also request that the Certificate Administrator provide, and the Certificate Administrator must so provide (1) for so long as no Consultation Termination Event has occurred and is continuing, the identity of the Controlling Class Representative, and, to the extent reasonably available, a list of the holders (or beneficial owners, if applicable) of the Controlling Class and (2) confirmation as to whether a Control Termination Event or Consultation Termination Event has occurred in the 12 months preceding any such request or any other period specified in such request. Any expenses incurred in connection with obtaining the information described in clause (1) above will be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to the Pooling and Servicing Agreement and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has changed, then such expenses will be at the expense of the Issuing Entity. The Master Servicer, Special Servicer, the Trustee and the Operating Advisor may each rely on any such list so provided.

The Certificate Administrator, and the other parties to the Pooling and Servicing Agreement, will be entitled to assume that the identity of the Directing Holder has not changed absent written notice of a replacement of the Directing Holder by a majority of the Controlling Class, or the resignation of the then current Directing Holder.

The “Control Eligible Certificates” will be any of the Class D, Class E, Class F and Class G Certificates.

A “Control Termination Event” will occur under the following circumstances:

(a) with respect to any Mortgage Loan (other than the Courtyard by Marriott Pooled Mortgage Loan) or Serviced Loan Combination (other than the La Gran Plaza Loan Combination or the Courtyard by Marriott Loan Combination) at any date on which (i) no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such class) that is at least equal to 25% of the initial Certificate Balance of that Class or (ii) such Control Termination Event is deemed to occur as described below; and

(b) with respect to the Courtyard by Marriott Loan Combination, any date on which (i) a Courtyard by Marriott Control Termination Event exists and (ii)(A) no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such class) that is at least equal to 25% of the initial Certificate Balance of that Class or (B) such Control Termination Event is deemed to occur as described below.

If a Control Termination Event has occurred and is continuing, the Directing Holder will have no right to consent to any action taken or not taken by any party to the Pooling and Servicing Agreement, but if no Consultation Termination Event has occurred and is continuing, the Directing Holder will remain entitled to receive any notices, reports or information to which it is entitled pursuant to the Pooling and Servicing Agreement, and the Master Servicer, Special Servicer and any other applicable party will be required to consult with the Directing Holder in connection with any action to be taken or refrained from taking to the extent set forth in the Pooling and Servicing Agreement.

The Directing Holder has certain rights to remove and replace the Special Servicer as described under “The Servicers—Replacement of the Special Servicer” in this free writing prospectus.

Notwithstanding anything to the contrary described in this free writing prospectus, at any time when the Class E certificates are the Controlling Class, the holder of more than 50% of the Class E Certificates, by Certificate Balance, may waive its right to act as, or appoint a representative to act as, the Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause

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the exercise of any of the rights of the Controlling Class Representative, by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor. Any such waiver will remain effective with respect to such Holder and the Class E Certificates until such time as that Certificateholder has (i) sold a majority of the Class E Certificates (by Certificate Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the transferor retains no direct or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains no direct or indirect controlling interest in the Class E Certificates. During such waiver period a Control Termination Event and Consultation Termination Event will be deemed to exist and the rights of the Controlling Class to appoint a Controlling Class Representative and the rights of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect). Following any transfer of more than 50% of the Class E Certificates, the successor holder of more than 50% of the Class E Certificates, if the Class E Certificates are the Controlling Class, by Certificate Balance, will again have the rights to act as, or appoint a representative to act as, the Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative without regard to any prior waiver by the predecessor Certificateholder. The successor Certificateholder will also have the right to irrevocably waive its right to act as or appoint a Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class Representative. No successor Certificateholder described above will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to its acquisition of a majority of the Class E Certificates if such Mortgage Loan had not also become a Corrected Mortgage Loan prior to such acquisition unless and until such Mortgage Loan becomes a Corrected Mortgage Loan.

“Courtyard by Marriott Control Termination Event“ will occur for so long as none of the Courtyard by Marriott Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such class, at least equal to 25% of the initial Certificate Balance of that Class.

Each Certificateholder and beneficial owner of a Control Eligible Certificate is deemed to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal of a Controlling Class Representative. Any such Certificateholder (or beneficial owner) or its designee at any time appointed Controlling Class Representative is deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Registrar when such Certificateholder (or beneficial owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Registrar will be required to notify the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee of the identity of the Controlling Class Representative, any resignation or removal of the Controlling Class Representative and/or any new holder or beneficial owner of a Control Eligible Certificate.

Each beneficial owner of a Courtyard by Marriott Control Eligible Certificate is deemed to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Courtyard by Marriott Control Eligible Certificate (or the beneficial ownership of any Courtyard by Marriott Control Eligible Certificate), the selection of a Courtyard by Marriott Controlling Class Representative or the resignation or removal of a Courtyard by Marriott Controlling Class Representative. Any such Certificateholder (or beneficial owner) or its designee at any time appointed Courtyard by Marriott Controlling Class Representative is deemed to have agreed by virtue of its purchase of a Courtyard by Marriott Control Eligible Certificate (or the beneficial ownership interest in a Courtyard by Marriott Control Eligible Certificate) to notify the Certificate Registrar when such Certificateholder (or beneficial owner) or designee is appointed Courtyard by Marriott Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Registrar

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will be required to notify the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee of the identity of the Courtyard by Marriott Controlling Class Representative, any resignation or removal of the Courtyard by Marriott Controlling Class Representative and/or any new holder or beneficial owner of a Courtyard by Marriott Control Eligible Certificate.

Limitation on Liability of Directing Holder

The Directing Holder will not be liable to the Issuing Entity, any party to the Pooling and Servicing Agreement, the Certificateholders or any other person for any action taken, or for refraining from the taking of any action or for errors in judgment. However, the Directing Holder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misfeasance, or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.

Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Directing Holder:

(a) may have special relationships and interests that conflict with those of holders of one or more Classes of Certificates or Companion Loan noteholders;

(b) may act solely in the interests of the holders of the Controlling Class (or in the case of a Loan Combination, the holders of any related Companion Loan);

(c) does not have any liability or duties to the holders of any Class of Certificates (other than the Controlling Class);

(d) may take actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling Class (or, in the case of a Loan Combination, one or more Companion Loan noteholders) over the interests of the Holders of one or more Classes of Certificates and other Companion Loan noteholders; and

(e) will have no liability whatsoever to any Certificateholder (other than to a Controlling Class Certificateholder, to the extent the Controlling Class Representative is the Directing Holder), the Issuing Entity or any Companion Loan noteholder, any party to the Pooling and Servicing Agreement or any other person (including any borrower under a Mortgage Loan) for having so acted as set forth in clauses (a) through (d) above, and no Certificateholder or Companion Loan noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal thereof for having so acted.

The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Holder, which does not violate any law or the Servicing Standard or the provisions of the Pooling and Servicing Agreement or any intercreditor agreements, will not result in any liability on the part of the Master Servicer or the Special Servicer.

The Operating Advisor

General

The Operating Advisor will act solely as a contracting party to the extent described in this free writing prospectus and as set forth under the Pooling and Servicing Agreement, will have no fiduciary duty, will have no other duty except with respect to its specific obligations under the Pooling and Servicing Agreement, and will have no duty or liability to any particular Class of Certificates or any Certificateholder. The Operating Advisor will not be charged with changing the outcome on any particular Specially Serviced Loan. By purchasing a Certificate, Certificateholders acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the Operating Advisor’s participation is to provide additional oversight relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute. Potential investors

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should note that the Operating Advisor is not an “advisor” for any purpose other than as specifically set forth in the Pooling and Servicing Agreement and is not an advisor to any person, including without limitation any Certificateholder. The duties of the Operating Advisor will terminate, without cost or expense to the Operating Advisor, (1) if there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class X-C Certificates, the Class X-D Certificates, the Class V Certificates, the Class R Certificates and the Class LR Certificates and any related classes of interest-only or residual certificates, or (2) upon termination of the Issuing Entity. See “Risk Factors—Risks Related to the Offered Certificates—Risks Relating to Lack of Certificateholder Control over the Issuing Entity” in this free writing prospectus.

Role of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing

(a) promptly reviewing information available to Privileged Persons on the Certificate Administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement;

(b) promptly reviewing each Final Asset Status Report; and

(c) reviewing any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan (after they have been finalized); however the Operating Advisor may not opine on, or otherwise call into question, such Appraisal Reduction Amount calculations and/or net present value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor will be required to notify the Special Servicer and the Controlling Class Representative of such error).

Prior to a Control Termination Event, the Operating Advisor will have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, borrower substitutions, lease changes and other similar actions that the Special Servicer may perform under the Pooling and Servicing Agreement and will have no obligations with respect to the La Gran Plaza Mortgage Loan or any Non-Serviced Mortgage Loan.

Role of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing

(a) the Operating Advisor will be required to consult (on a non-binding basis) with the Special Servicer in accordance with the Operating Advisor Standard with respect to Major Decisions as described under “—The Directing Holder” and “—Special Servicing—Asset Status Report” in this free writing prospectus;

(b) the Operating Advisor will be required in connection with the preparation of the Operating Advisor’s annual report to generally review the Special Servicer’s operational practices on a platform-level basis in respect of Specially Serviced Loans in order to formulate an opinion as to whether or not those operational practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced Loans, each in accordance with the Operating Advisor Standard, as described under “—Annual Report” below;

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(c) the Operating Advisor will be required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with: (1) any Appraisal Reduction Amount or (2) net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to utilization by the Special Servicer. In connection with the foregoing,

(i) after the calculation but prior to the utilization by the Special Servicer, the Special Servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the Operating Advisor;

(ii) if the Operating Advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer will be required to consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement; and

(iii) if the Operating Advisor and Special Servicer are not able to resolve such matters, the Operating Advisor will be required to promptly notify the Certificate Administrator and the Certificate Administrator will be required to examine the calculations and supporting materials provided by the Special Servicer and the Operating Advisor and determine which calculation is to apply; and

(d) the Operating Advisor will be required to prepare an annual report (if any Mortgage Loan (other than the La Gran Plaza Mortgage Loan and any Non-Serviced Mortgage Loan) or Serviced Loan Combination (other than the La Gran Plaza Loan Combination) was a Specially Serviced Loan during the prior calendar year) to be provided to the Trustee, the Master Servicer, the Rating Agencies, the Certificate Administrator (and made available through the Certificate Administrator’s website) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website), as described below.

The Operating Advisor will be required to keep all Privileged Information confidential and may not disclose such Privileged Information to any person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by the Pooling and Servicing Agreement, to the other parties to the Pooling and Servicing Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the Pooling and Servicing Agreement that received Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the Special Servicer, the Controlling Class Representative and the Directing Holder other than pursuant to a Privileged Information Exception.

The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness of such information. It is possible that the lack of access to Privileged Information may limit or prohibit the Operating Advisor from performing its duties under the Pooling and Servicing Agreement in which case any annual report will describe any resulting limitations or prohibitions and the Operating Advisor will not be subject to liability arising from its lack of access to Privileged Information.

The “Operating Advisor Standard” means the Operating Advisor is required to act solely on behalf of the Issuing Entity and in the best interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Loan Combination (other than the La Gran Plaza Loan Combination), for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders and

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Companion Loan holders constituted a single lender), and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment).

“Privileged Information” means (i) any correspondence or other communications between the Directing Holder and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of a Directing Holder under the Pooling and Servicing Agreement or any related intercreditor agreement, (ii) any strategically sensitive information that the Special Servicer has reasonably determined could compromise the Issuing Entity’s position in any ongoing or future negotiations with the related borrower or other interested party, and (iii) information subject to attorney-client privilege.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Operating Advisor, as evidenced by an opinion of counsel delivered to each of the Special Servicer, the Directing Holder with respect to such Mortgage Loan, the Certificate Administrator and the Trustee), required by law to disclose such information.

A “Final Asset Status Report” with respect to any Specially Serviced Loan, means each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Holder, which does not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially Serviced Loan; provided that no Asset Status Report will be considered to be a Final Asset Status Report unless, if no Control Termination Event has occurred and is continuing, the Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent in respect of such action, or has been deemed to approve or consent to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement.

Annual Report

With respect to each Mortgage Loan (other than the La Gran Plaza Mortgage Loan and any Non-Serviced Mortgage Loan) or Serviced Loan Combination (other than the La Gran Plaza Loan Combination), if a Control Termination Event has occurred and is continuing, in each case based on the Operating Advisor’s review of any annual compliance statement, Assessment of Compliance (as defined in the prospectus), Attestation Report (as defined in the prospectus), Asset Status Report and other information (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor (if any Mortgage Loans (other than the La Gran Plaza Mortgage Loan and any Non-Serviced Mortgage Loan) or any Serviced Loan Combination (other than the La Gran Plaza Loan Combination) were Specially Serviced Loans during the prior calendar year) will prepare an annual report to be provided to the Master Servicer, the Trustee, the Rating Agencies, the Certificate Administrator (and made available through the Certificate Administrator’s website), the holders of any related Serviced Companion Loan (if applicable) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’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 during the prior calendar year. Only as used in connection with the Operating Advisor’s annual report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution and liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under the Pooling and Servicing Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement,

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Assessment of Compliance, Attestation Report, Asset Status Report and other information (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement. No annual report will be required from the Operating Advisor with respect to the Special Servicer if during the prior calendar year, no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor’s annual report will only relate to the entity that was acting as a Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report.

The Special Servicer and the Directing Holder (for so long as no Consultation Termination Event has occurred and is continuing), must be given an opportunity to review any annual report produced by the Operating Advisor at least 5 business days prior to its delivery to the Trustee and the Certificate Administrator; provided, that the Operating Advisor will have no obligation to consider any comments to such annual report that are provided by the Special Servicer or Directing Holder, as applicable.

In each such annual report, the Operating Advisor, based on its review conducted in accordance with the Pooling and Servicing Agreement, will identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution and liquidation of Specially Serviced Loans. Each annual report will be required to comply with the confidentiality requirements described in this free writing prospectus regarding Privileged Information and as otherwise set forth in the Pooling and Servicing Agreement.

Replacement of the Special Servicer

With respect to each Mortgage Loan or Serviced Loan Combination (other than the La Gran Plaza Mortgage Loan and any Non-Serviced Mortgage Loan) or Serviced Loan Combination (other than the La Gran Plaza Loan Combination), after the occurrence and continuation of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor may recommend the replacement of the Special Servicer in the manner described in “The Servicers—Replacement of the Special Servicer” in this free writing prospectus.

Termination of the Operating Advisor For Cause

The following constitute Operating Advisor termination events under the Pooling and Servicing Agreement (each, an “Operating Advisor Termination Event”), whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a) any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its representations or warranties under the Pooling and Servicing Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure is given to the Operating Advisor by any party to the Pooling and Servicing Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders of Certificates having greater than 25% of the aggregate Pooled Voting Rights of each Class of Pooled Certificates; provided, that with respect to any such failure which is not curable within such 30-day period, the Operating Advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b) any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days;

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(c) any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days;

(d) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days;

(e) the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or

(f) the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless such Operating Advisor Termination Event has been remedied.

“Eligible Operating Advisor” means an institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by DBRS, Inc. (“DBRS”), Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”), Moody’s Investors Service, Inc. (“Moody’s”), Morningstar Credit Ratings, LLC (“Morningstar”) or Standard & Poor’s Ratings Services (“S&P”), (including, in the case of Pentalpha Surveillance, this transaction) but has not been special servicer on a transaction for which DBRS, KBRA, Fitch, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more class of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in the Pooling and Servicing Agreement, (iii) that is not the Depositor, the Master Servicer, the Special Servicer, a Sponsor, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder, a depositor, servicer or special servicer with respect to the securitization of a Companion Loan, or an affiliate of the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder, a depositor, servicer or special servicer with respect to the securitization of a Companion Loan and (iv) that has not been paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations under the Pooling and Servicing Agreement or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer.

Rights upon Operating Advisor Termination Event

If an Operating Advisor Termination Event occurs then, and in each and every such case, so long as such Operating Advisor Termination Event has not been remedied, either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing at least 25% of the aggregate Pooled Voting Rights of each Class of Pooled Certificates, the Trustee will be required to, terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement, other than rights and obligations accrued prior to such termination (including accrued and unpaid compensation) and indemnification rights (arising out of events occurring prior to such termination), by written notice to the Operating Advisor.

As soon as practicable, but in no event later than 15 business days after (i) the Operating Advisor resigns or (ii) the Trustee or the Certificate Administrator delivers such written notice of termination to the Operating Advisor, upon the written direction of holders of Certificates evidencing not less than 25%

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of the aggregate Pooled Voting Rights of each Class of Pooled Certificates, the Trustee will be required to, appoint a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an affiliate of the Trustee. If the Trustee is acting as the successor Master Servicer or the successor Special Servicer, neither the Trustee nor any of its affiliates will be the successor Operating Advisor. The Trustee will be required to provide written notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer and the Certificate Administrator (and the Certificate Administrator is required to promptly provide such notice to the Controlling Class Representative, each Serviced Companion Loan noteholder and each Certificateholder) within 1 business day of such appointment. The Operating Advisor will be required to be an Eligible Operating Advisor. The appointment of the successor Operating Advisor will not be subject to the vote, consent or approval of the holder of any Class of Certificates. Upon any termination of the Operating Advisor and appointment of a successor Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Rating Agencies, the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Controlling Class Representative (but only for so long as no Consultation Termination Event has occurred and is continuing), any Serviced Companion Loan noteholder, the Certificateholders and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website).

Termination of the Operating Advisor Without Cause

Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Pooled Voting Rights of each Class of Pooled Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will be required to promptly provide written notice of such request to all Certificateholders and the Operating Advisor by posting such notice on its internet website and by mailing such notice to all Certificateholders. Upon the written direction of holders of more than 50% of the Pooled Voting Rights of the Pooled Certificates that exercise their right to vote (provided that holders of at least 50% of the Pooled Voting Rights of the Pooled Certificates exercise their right to vote), the Trustee will be required to terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement by written notice to the Operating Advisor (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). The Certificate Administrator will be required to include on each Distribution Date Statement a statement that each Certificateholder and beneficial owner of Certificates may access such notices on the Certificate Administrator’s website and each Certificateholder and beneficial owner of Certificates may register to receive email notifications when such notices are posted on the website. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.

In addition, if there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class X-C Certificates, the Class X-D Certificates, the Class V Certificates, the Class R and the Class LR Certificates and any related classes of interest-only certificates or residual 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. If the Operating Advisor is terminated pursuant to the foregoing, then no replacement Operating Advisor will be appointed.

Resignation of the Operating Advisor

The Operating Advisor has the right to resign without cost or expense on or after any date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Issuing Entity is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The Operating Advisor will provide all of the parties to the Pooling and Servicing Agreement and the

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Controlling Class Representative 30 days prior written notice of any such resignation. If the Operating Advisor resigns pursuant to the foregoing, then no replacement Operating Advisor will be appointed.

In addition, the Operating Advisor may resign upon 30 days’ prior written notice if a replacement operating advisor meeting the requirements of an Eligible Operating Advisor has accepted its appointment as the replacement operating advisor. The resigning Operating Advisor will be required to pay all reasonable out-of-pocket costs and expenses of each party to the Pooling and Servicing Agreement, the Issuing Entity and each Rating Agency in connection with the resignation of the Operating Advisor and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with higher market fees of a successor, transferring related information, records and reports to the successor, and obtaining a No Downgrade Confirmation from each Rating Agency with respect to the appointment of a replacement operating advisor). No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the Operating Advisor’s responsibilities and obligations.

The resigning Operating Advisor will be entitled to, and subject, to any rights and obligations that accrued under the Pooling and Servicing Agreement prior to the date of any such resignation (including accrued and unpaid compensation) and any indemnification rights arising out of events occurring prior to its resignation.

Operating Advisor Compensation

An operating advisor fee (the “Operating Advisor Fee”) will be payable to the Operating Advisor monthly from amounts received with respect to the Mortgage Loans (other than the La Gran Plaza Mortgage Loan or any Non-Serviced Mortgage Loan), and will accrue at a rate equal to the applicable Operating Advisor Fee Rate with respect to each such Mortgage Loan on the Stated Principal Balance of the related Mortgage Loan and will be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods.

The “Operating Advisor Fee Rate” for each Interest Accrual Period is a per annum rate equal to, with respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan and the La Gran Plaza Mortgage Loan), 0.0015%.

An Operating Advisor Consulting Fee will be payable to the Operating Advisor with respect to each Major Decision on which the Operating Advisor has consultation rights. The “Operating Advisor Consulting Fee” will be a fee for each such Major Decision equal to $10,000 or, such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan; provided that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision. The Operating Advisor Consulting Fee is not payable on any Non-Serviced Loan Combination or the La Gran Plaza Loan Combination.

Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee will be payable from funds on deposit in the Collection Account out of amounts otherwise available to make distributions on the Certificates, but with respect to the Operating Advisor Consulting Fee only to the extent that such fee is actually received from the related borrower. If the Operating Advisor has consultation rights with respect to a Major Decision, the Pooling and Servicing Agreement will require the Master Servicer or the Special Servicer, as applicable, to use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related borrower in connection with such Major Decision, but only to the extent not prohibited by the related loan documents. The Master Servicer or Special Servicer, as applicable, will each be permitted to waive or reduce the amount of any such Operating Advisor Consulting Fee payable by the related borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard but in no event shall take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, will be required to consult with the Operating Advisor prior to any such waiver or reduction.

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Advances

General

The Master Servicer will be obligated to advance, on the business day immediately preceding a Distribution Date (the “Master Servicer Remittance Date”) an amount (each such amount, a “P&I Advance”) equal to the amount not received in respect of the Monthly Payment or Assumed Scheduled Payment (in each case, net of related Servicing Fees and servicing fees payable to the securitization that services any Non-Serviced Loan Combination) on any Mortgage Loan or Courtyard by Marriott Non-Pooled Trust Companion Loan that was delinquent as of the close of business on the immediately preceding Due Date and which delinquent payment has not been received as of the business day immediately preceding the Master Servicer Remittance Date, or, in the event of a default in the payment of amounts due on the maturity date of a Mortgage Loan, the amount equal to the Assumed Scheduled Payment not received that was due prior to the maturity date; provided, however, that the Master Servicer will not be required to make an Advance to the extent it determines or has received written notice from the Special Servicer that the Special Servicer determines that such Advance (with interest on such Advance at the Advance Rate) would not be ultimately recoverable from collections on the related Mortgage Loan or Courtyard by Marriott Non-Pooled Trust Companion Loan, as applicable, as described below and in making any recoverability determination with respect to Advances on any Courtyard by Marriott Non-Pooled Trust Companion Loan, the Master Servicer may take into account the subordinate nature of the Courtyard by Marriott Non-Pooled Subordinate Trust Companion Loan. Interest (at the Advance Rate) on P&I Advances will accrue from the date such Advance is made.

P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the Certificates entitled to such interest and principal, rather than to guarantee or insure against losses. Neither the Master Servicer nor the Trustee will be required or permitted to make a P&I Advance for Default Interest or balloon payments. The Special Servicer will not be required or permitted to make any Advance. The amount of interest required to be advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments on a Mortgage Loan or a Courtyard by Marriott Non-Pooled Trust Companion 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 by the Master Servicer 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 or Courtyard by Marriott Non-Pooled Trust Companion Loan, as applicable, as of the immediately preceding Determination Date, less any Appraisal Reduction Amounts allocable to such Mortgage Loan or Courtyard by Marriott Non-Pooled Trust Companion Loan, as applicable, and the denominator of which is the Stated Principal Balance of such Mortgage Loan or Courtyard by Marriott Non-Pooled Trust Companion Loan, as applicable, as of such Determination Date.

With respect to each Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted to make its own determination that the Master Servicer or Trustee has made a nonrecoverable P&I Advance on such Mortgage Loan or that any proposed P&I Advance, if made, would constitute a nonrecoverable P&I Advance with respect to such Mortgage Loan independently of any determination made by the servicer of any related Companion Loan. If the Master Servicer or the Special Servicer, as applicable, determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to such Mortgage Loan previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer or the Special Servicer will be required to provide the servicer of the related Companion Loan written notice of such determination, promptly and in any event within the time permitted by the applicable intercreditor agreement. If the Master Servicer receives written notice from any such servicer that it has determined, with respect to any related Companion Loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, such determination will not be binding on the Certificateholders, the Master Servicer, the Special Servicer or the Trustee; provided, however, with respect to any Non-Serviced Loan Combination, the Master Servicer and the Trustee may conclusively rely on such determination.

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With respect to each Mortgage Loan that is part of a Loan Combination, the Master Servicer will be entitled to reimbursement for a P&I Advance, first, from the amounts that would have been allocable to the holder of the related Mortgage Loan, and then, if such P&I Advance is a Nonrecoverable Advance, from general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans) of the Issuing Entity either immediately or, if it elects, over time in accordance with the terms of the Pooling and Servicing Agreement.

With respect to the Courtyard by Marriott Non-Pooled Trust Companion Loans, the Master Servicer will only be entitled to reimbursement for a P&I Advance from the amounts that would have been allocable to the Courtyard by Marriott Non-Pooled Trust Companion Loans.

Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion Loan (other than the Courtyard by Marriott Non-Pooled Trust Companion Loans for which P&I Advances will be required in the manner described above subject to a recoverability determination, which may include consideration of the subordinate nature of any non-pooled trust companion loan).

In addition to P&I Advances, the Master Servicer will also be obligated (subject to a nonrecoverability determination or the other limitations described in the Pooling and Servicing Agreement and except with respect to a Non-Serviced Mortgage Loan) to make advances (“Property Advances”, and together with P&I Advances, “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 (other than a Non-Serviced Mortgage Loan) or to protect, manage and maintain each related Mortgaged Property. The Master Servicer will also be obligated to make Property Advances with respect to Serviced Loan Combinations. With respect to any Non-Serviced Loan Combination, the applicable servicer under the related pooling and servicing agreement will be obligated to make property advances with respect to such Non-Serviced Loan Combination. See “—Servicing of the Non-Serviced Mortgage Loans”, “Description of the Mortgage Pool—Loan Combinations—The 9200 & 9220 Sunset Loan Combination—Advancing”, “—The Courtyard by Marriott Loan Combination—Advancing”, “—The 3 Columbus Circle Loan Combination—Advancing” and “—The La Gran Plaza Loan Combination—Advancing” in this free writing prospectus.

With respect to a nonrecoverable property advance on a Non-Serviced Loan Combination, the applicable servicer with respect to the Non-Serviced Mortgage Loan will be entitled to reimbursement first, from collections on, and proceeds of, the Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then, with respect to the Non-Serviced Mortgage Loan, from general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans) of the Issuing Entity, and with respect to any related Non-Serviced Companion Loan, from general collections of each trust into which such Non-Serviced Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance).

To the extent that the Master Servicer fails to make an Advance it is required to make under the Pooling and Servicing Agreement, the Trustee, subject to a recoverability determination, will make such required Advance pursuant to the terms of the Pooling and Servicing Agreement. The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicer and shall be bound by any nonrecoverability determination of the Special Servicer. The Trustee, as back-up advancer, will be required to have a combined capital and surplus of at least $50,000,000 and have debt ratings that satisfy certain criteria set forth in the Pooling and Servicing Agreement.

Except as otherwise discussed in this section relating to Property Advances made with respect to Loan Combinations, the Master Servicer or the Trustee, as applicable, will be entitled to reimbursement for any Advance made by it in an amount equal to the amount of such Advance, together with all accrued and unpaid interest on that Advance at the Advance Rate, (i) from late payments on the related Mortgage Loan paid by the borrower, (ii) from insurance proceeds, condemnation proceeds, liquidation proceeds from the sale of the related Specially Serviced Loan or the related Mortgaged Property or other collections relating to the Mortgage Loan or (iii) upon determining in accordance with the Servicing

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Standard (with respect to the Master Servicer) or in its reasonable judgment (with respect to the Trustee) that the Advance is not recoverable in the manner described in the preceding two clauses, from any other amounts from time to time on deposit in the Collection Account.

The Master Servicer and the Trustee will each be entitled to receive interest on Advances at a per annum rate equal to the Prime Rate (the “Advance Rate”) (i) from the amount of Default Interest on the related Mortgage Loan paid by the borrower, (ii) from late payment fees on the related Mortgage Loan paid by the borrower, and (iii) upon determining in good faith that the amounts described in the preceding two clauses are insufficient to pay such interest, then, from any other amounts from time to time on deposit in the Collection Account (but, in the case of interest on a Property Advance with respect to a Serviced Loan Combination, only to the extent the Master Servicer has reasonable grounds to believe that it will be able to recover each Companion Loan holder’s respective share of such interest on such Property Advance, as provided below); provided that, in the case of interest on a Property Advance with respect to a Serviced Loan Combination, the Master Servicer will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holders of the related Companion Loan(s) and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Companion Loans from the holders of such Companion Loans (for such purpose, the Mortgage Pool (and the proceeds thereof) will be viewed as a holder separate and apart from the Courtyard by Marriott Non-Pooled Trust Companion Loans (and the proceeds thereof)). The Master Servicer will be authorized to pay itself or the Trustee, as applicable, such interest monthly prior to any payment to holders of Certificates. If the interest on such Advance is not recovered from Default Interest and late payment charges on such Mortgage Loan, then a shortfall will result which will have the same effect as a Realized Loss or Courtyard by Marriott Portfolio Realized Loss, as applicable. The “Prime Rate” is the rate, for any day, set forth as such in the “Money Rates” section of The Wall Street Journal, Eastern Edition.

The obligation of the Master Servicer or the Trustee, as applicable, to make Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing Agreement continues through the foreclosure of such Mortgage Loan and until the liquidation of the Mortgage Loan or disposition of the related REO Properties. The Advances are subject to the Master Servicer’s or the Trustee’s, as applicable, determination that such Advances are recoverable.

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines that a Property Advance of such amounts would not be recoverable, that Master Servicer will be required to notify the Trustee, the Certificate Administrator and the Special Servicer of such determination. Upon receipt of such notice, the Master Servicer (with respect to any Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Loan) and the Special Servicer (with respect to any Specially Serviced Loan or REO Property) will be required to determine (with the reasonable assistance of the Master Servicer) whether or not payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders (and in the case of a Serviced Companion Loan, the holder of the related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender). If the Master Servicer or the Special Servicer determines that such payment (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan noteholders, the Special Servicer (in the case of a determination by the Special Servicer) will be required to direct the Master Servicer to make such payment, who will then be required to make such payment from the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) to the extent of available funds.

Recovery of Advances. Subject to the conditions or limitations set forth in the Pooling and Servicing Agreement, the Master Servicer or the Trustee, as applicable, will be entitled to recover any Advance and interest at the Advance Rate made out of its own funds from any amounts collected in respect of a Mortgage Loan or REO Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) as to

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which that Advance was made, whether in the form of late payments, insurance proceeds, and condemnation proceeds, liquidation proceeds, REO proceeds or otherwise from the Mortgage Loan or REO Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) (“Related Proceeds”) prior to distributions on the Certificates. Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will be obligated to make any Advance that it or the Special Servicer determines (in the case of the Special Servicer, if no Consultation Termination Event has occurred and is continuing, in consultation with the Controlling Class Representative) in accordance with the Servicing Standard (with respect to the Master Servicer and the Special Servicer) and in its reasonable judgment (with respect to the Trustee) would, if made, not be ultimately recoverable (including interest on the Advance at the Advance Rate) out of Related Proceeds, which determination may include consideration of the subordinate nature of any non-pooled trust companion loan (a “Nonrecoverable Advance”). Any such determination with respect to the recoverability of Advances by the Master Servicer, the Trustee or the Special Servicer, must be evidenced by an officer’s certificate delivered to the Depositor, the Certificate Administrator, the Operating Advisor, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the Courtyard by Marriott Controlling Class Representative (in the case of an Advance with respect to the Courtyard by Marriott Loan Combination, but only if no Courtyard by Marriott Control Termination Event has occurred and is continuing) and the Trustee and, in the case of the Trustee, delivered to the Depositor, the Certificate Administrator, any related Serviced Pari Passu Companion Loan holder(s), the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the Courtyard by Marriott Controlling Class Representative (in the case of an Advance with respect to the Courtyard by Marriott Loan Combination, but only if no Courtyard by Marriott Control Termination Event has occurred and is continuing), the Operating Advisor, the Master Servicer and the Special Servicer, setting forth such nonrecoverability determination and the considerations of such party forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rents rolls, occupancy status, property inspections and other information used by such party to make such determination, together with any existing appraisal or Updated Appraisal); provided, however, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Operating Advisor, the Certificate Administrator, any related Serviced Pari Passu Companion Loan holder(s), the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the Courtyard by Marriott Controlling Class Representative (in the case of an Advance with respect to the Courtyard by Marriott Loan Combination, but only if no Courtyard by Marriott Control Termination Event has occurred and is continuing), the Trustee and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) notice of such determination, together with the officer’s certificate and supporting information referred to above. Any such determination will be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.

Subject to the discussion in this section relating to Serviced Loan Combinations, each of the Master Servicer and the Trustee will be entitled to recover any Advance made by it that it subsequently determines to be a Nonrecoverable Advance out of general funds on deposit in the Collection Account, in each case, first, from principal collections and then, from interest and other collections; provided that Nonrecoverable Advances made in respect of the Courtyard by Marriott Non-Pooled Trust Companion Loans may not be reimbursed directly from general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans). If the funds in the Collection Account allocable to principal and available for distribution on the next Distribution Date are insufficient to fully reimburse the party entitled to reimbursement, then such party may elect, on a monthly basis, in its sole discretion, to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the Advance at the Advance Rate) for such time as is required to reimburse such excess portion from principal for a period not to exceed 12 months (with the consent of the Directing Holder, for so long as no Control Termination Event. At any time after such determination, the Master Servicer or the Trustee, as applicable, may, in its sole discretion, decide to obtain reimbursement out of general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans)

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immediately. The fact that a decision to recover a Nonrecoverable Advance over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes of Certificateholders will not constitute a violation of the Servicing Standard or a breach of the terms of the Pooling and Servicing Agreement by any party to the Pooling and Servicing Agreement, or a violation of any fiduciary duty owed to the Certificateholders by any party to the Pooling and Servicing Agreement.

With respect to each Serviced Loan Combination, each of the Master Servicer and the Trustee will be entitled to recover any Advance made by it in the following manner:

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with respect to a P&I Advance made with respect to the Mortgage Loan in such Loan Combination, first, from the amounts received in respect of such Loan Combination that would have been allocable to such Mortgage Loan, and then, if such P&I Advance is a Nonrecoverable Advance, from general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans) of the Issuing Entity either immediately or, if it elects, over time as described in the preceding paragraph;

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with respect to P&I Advance made with respect to the Courtyard by Marriott Non-Pooled Trust Companion Loans, the Master Servicer will only be entitled to reimbursement for a P&I Advance from the amounts received in respect of the Courtyard by Marriott Loan Combination that would have been allocable to the Courtyard by Marriott Non-Pooled Trust Companion Loans.

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with respect to a Property Advance on a Serviced Loan Combination, the Master Servicer will be entitled to reimbursement as follows:

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first, from amounts that would have been allocable to the related Mortgage Loan and any related Serviced Companion Loan(s) (first out of amounts allocable to any subordinate Companion Loan in such Loan Combination, if any, and then from the Mortgage Loan and Pari Passu Companion Loans, on a pro rata basis (based on each such loan’s outstanding principal balance), and

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then, if the Property Advance is a Nonrecoverable Advance, from general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans) of the Issuing Entity (but only to the extent the Master Servicer has reasonable grounds to believe that it will be able to recover each Companion Loan holder’s respective share of such Nonrecoverable Advance, as provided below); provided that the Master Servicer will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holders of the related Companion Loan(s) and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Companion Loans from the holders of such Companion Loans (for such purpose the Mortgage Pool as the holder of the Courtyard by Marriott Pooled Mortgage Loan will be treated a holder separate and apart from the trust as holder of the Courtyard by Marriott Non-Pooled Trust Companion Loans such that the portion of any Nonrecoverable Advance allocated to the Courtyard by Marriott Non-Pooled Trust Companion Loans may not be reimbursed directly from general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans)).

Neither the Master Servicer nor the Trustee will be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan (other than the Courtyard by Marriott Pooled Mortgage Loan in the case of a Nonrecoverable Advance that was a Property Advance) from any collections on the Courtyard by Marriott Loan Combination allocable to the Courtyard by Marriott Non-Pooled Trust Companion Loans nor (2) any Nonrecoverable Advance made in respect of a Courtyard by Marriott Non-Pooled Trust Companion Loan from any collections or amounts allocable to the Mortgage Loans.

In addition, the Master Servicer or the Trustee, as applicable, will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in

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connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a “Workout-Delayed Reimbursement Amount”), first, only out of principal collections in the Collection Account, less any amounts applied to reimbursement of any nonrecoverable Advances or interest thereon and second, only upon a determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that either (a) such amounts will not ultimately be recoverable from late collections of interest and principal or any other recovery on or in respect of the related Mortgage Loan or REO Loan or (b) such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and the REO Properties, from general collections in the Collection Account, taking into account the factors listed below in making this determination.

Neither the Master Servicer nor the Trustee will be entitled to recover (1) any Workout-Delayed Reimbursement Amounts in respect of a Mortgage Loan from any collections on the Courtyard by Marriott Pooled Loan Combination allocable to the Courtyard by Marriott Non-Pooled Trust Companion Loan nor (2) and Workout-Delayed Reimbursement Amounts in respect of the Courtyard by Marriott Non-Pooled Trust Companion Loans from any collections on or allocable to the Mortgage Loan.

In making a nonrecoverability determination, such person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Property Advance or P&I Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which is or may be being deferred or delayed and (ii) consider (among other things) the obligations of the borrower under the terms of the related Mortgage Loan (or the Serviced Loan Combination, as applicable) as it may have been modified, (iii) consider (among other things) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things) future expenses and (v) estimate and consider (among other things) the timing of recoveries. In addition, any such person may update or change its recoverability determinations at any time (but not reverse any other person’s determination that an Advance is non-recoverable) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Issuing Entity (and, in the case of a Serviced Loan Combination, such expense shall be allocated in accordance with the allocation provisions of the related intercreditor agreement), any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination will be conclusive and binding on the Certificateholders and, with respect to Property Advances, the holders of the Serviced Companion Loans. The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer will be entitled to rely conclusively on any nonrecoverability determination of the Special Servicer. Nonrecoverable Advances allocated to the Mortgage Loans (including with respect to any Mortgage Loan that is part of a Loan Combination, as described above) will represent a portion of the losses to be borne by the Certificateholders.

In addition, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be required to consider Unliquidated Advances in respect of prior Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Advances. Neither the Master Servicer nor the Trustee will be required to make any principal or interest advances with respect to delinquent amounts due on any Companion Loan (other than the Courtyard by Marriott Non-Pooled Trust Companion Loans). Any requirement of the Master Servicer or Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans.

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“Unliquidated Advance” means any Advance previously made by a party to the Pooling and Servicing Agreement that has been previously reimbursed, as between the person that made the Advance under the Pooling and Servicing Agreement, on the one hand, and the Issuing Entity, on the other, as part of a Workout-Delayed Reimbursement Amount, as applicable, but that has not been recovered from the related borrower or otherwise from collections on or the proceeds of the Mortgage Loan, the applicable Serviced Loan Combination or Serviced REO Property in respect of which the Advance was made.

Accounts

Collection Account. The Master Servicer will establish and maintain one or more segregated accounts (collectively, the “Collection Account”) pursuant to the Pooling and Servicing Agreement, and will be required to deposit into the Collection Account (or, with respect to each Serviced Loan Combination, a separate custodial account, which may be a sub-account of the Collection Account) all payments in respect of the Mortgage Loans or Serviced Loan Combinations, as applicable, other than amounts permitted to be withheld by the Master Servicer or amounts to be deposited into any Reserve Account.

Distribution Account. The Certificate Administrator will establish and maintain a segregated non-interest-bearing account (the “Distribution Account”) in its own name on behalf of the Trustee, for the benefit of the Certificateholders. With respect to each Distribution Date, the Master Servicer will remit on or before the Master Servicer Remittance Date to the Certificate Administrator, and the Certificate Administrator will deposit into the Distribution Account, to the extent of funds on deposit in the Collection Account, on the Master Servicer Remittance Date an amount of immediately available funds equal to the sum of (i) the Available Funds (including all P&I Advances) and (ii) the Trustee/Certificate Administrator Fee. To the extent the Master Servicer fails to do so, the Trustee will deposit all P&I Advances into the Distribution Account as described in this free writing prospectus. See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

The Certificate Administrator will also establish and maintain a segregated non-interest-bearing account (the “Courtyard by Marriott Distribution Account”) in its own name on behalf of the Trustee, which may be a sub-account of the Distribution Account, for the benefit of the Loan-Specific Certificates.

Interest Reserve Account. The Certificate Administrator will establish and maintain a segregated non-interest-bearing account (the “Interest Reserve Account”) in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders. The Interest Reserve Account may be a subaccount of the Distribution Account. The Certificate Administrator will be required to deposit into the Interest Reserve Account, with respect to each Mortgage Loan and Courtyard by Marriott Non-Pooled Trust Companion Loan that accrues interest based on the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days, on each Distribution Date occurring in February and each Distribution Date occurring in any January, which occurs in a year that is not a leap year, unless such Distribution Date is the final Distribution Date, an amount equal to one (1) day’s interest at the related Net Mortgage Pass-Through Rate on the respective Stated Principal Balance as of the immediately preceding Due Date, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited, “Withheld Amounts”).

REO Accounts. Other accounts to be established pursuant to the Pooling and Servicing Agreement are one or more REO Accounts for collections from REO Properties.

Excess Interest. The Certificate Administrator is required to establish and maintain the “Class V Distribution Account” in its own name, for the benefit of the Class V Certificateholders. The Class V Distribution Account may be a subaccount of the Distribution Account. On each Distribution Date, the Certificate Administrator is required to distribute from the Class V Distribution Account any Excess Interest received with respect to any ARD Loan during the related Collection Period to the holders of the Class V Certificates.

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The Certificate Administrator will also be deemed to establish and maintain one or more segregated non-interest-bearing accounts or sub-accounts for the “Upper-Tier Distribution Account”, the “Lower-Tier Distribution Account,” and the “Excess Liquidation Proceeds Account,” each in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders. The Lower-Tier Distribution Account and the Upper-Tier Distribution Account may be subaccounts of the Distribution Account.

The Collection Account, the separate custodial account for each Serviced Loan Combination, any REO Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Class V Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account will be held in the name of the Trustee (or the Master Servicer, Special Servicer or Certificate Administrator, as applicable, on behalf of the Trustee) for the benefit of the holders of Certificates and, in the case of the separate custodial account for a Serviced Loan Combination, the holder of the related Serviced Companion Loan, and with respect to the Lower-Tier Distribution Account, for the benefit of the Trustee as the holder of the related uncertificated regular interests. Each of the Collection Account, the separate custodial account for each Serviced Loan Combination, any REO Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Class V Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account will be (or will be a sub-account of) (i) an account or accounts maintained with a depository institution or trust company the short-term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s, at least the equivalent by KBRA (if then rated by KBRA) and “R-1 (middle)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Morningstar)), in the case of accounts in which deposits have a maturity of 30 days or less or, in the case of accounts in which deposits have a maturity of more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, at least the equivalent by KBRA (if then rated by KBRA) and “A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Morningstar)), (ii) an account or accounts maintained with Wells Fargo Bank, National Association, so long as it meets the eligibility standards of the Certificate Administrator set forth in the Pooling and Servicing Agreement, (iii) an account or accounts maintained with PNC Bank, National Association, so long as such depository’s long-term unsecured debt (which deposits have a maturity of more than 30 days) or its long term deposits are rated at least “A2” by Moody’s, at least the equivalent by KBRA (if then rated by KBRA) and “A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Morningstar)) (if the deposits are to be held in the account for more than 30 days) or its short term deposit or short term unsecured debt is rated at least “P-1” by Moody’s, at least the equivalent by KBRA (if then rated by KBRA) and “R-1 (middle)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Morningstar)) (if the deposits are to be held in the account for 30 days or less), (iv) a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity which institution or trust company (which, subject to the remainder of this clause (iv), may include the Certificate Administrator or the Trustee) has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long-term unsecured debt obligations (which deposits have a maturity of more than 30 days) of which are rated at least “A2” by Moody’s, (v) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)-(iii) above, with respect to which a No Downgrade Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account or (vi) any other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer.

With respect to each of the accounts, the party that maintains such account (i.e., the Master Servicer, with respect to the Collection Account, the Certificate Administrator with respect to the Distribution Account, the Class V Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account, and the Special Servicer with respect to any REO Account) shall be the party with the

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right and obligation to make disbursements from such account. The Certificate Administrator will not have the right to invest the funds in the Distribution Account, the Courtyard by Marriott Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account, the Master Servicer will have the right to invest the funds in the Collection Account and the separate custodial account for each Serviced Loan Combination, and the Special Servicer will have the right to invest the funds in any REO Account, in each case, in certain short-term high quality investments maturing on the business day prior to the date such funds are required to be applied pursuant to the Pooling and Servicing Agreement. The Master Servicer or the Special Servicer (as applicable) will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds other than losses resulting from investments directed by or on behalf of a borrower or that result from the insolvency of any financial institution that was an eligible institution under the terms of the Pooling and Servicing Agreement at the time the investment was made and 30 days prior to such insolvency. The transaction accounts and account activity conducted by the Master Servicer, Special Servicer or Certificate Administrator with respect to any account maintained by it will not be independently verified by any other person or entity.

The Master Servicer may make withdrawals from the Collection Account (and the separate custodial account for each Serviced Loan Combination), to the extent permitted and in the priorities provided in the Pooling and Servicing Agreement.

Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses

Due-On-Sale Clauses. In most cases, the Mortgage Loans (and the Serviced Loan Combinations) contain provisions in the nature of “due-on-sale” clauses (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the borrower or its owners), which by their terms, subject to any exceptions in the related Mortgage Loan Documents, (a) provide that the Mortgage Loans (or the Serviced Loan Combinations) will (or may at the lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property (or the related borrower or its owners), (b) provide that the Mortgage Loans (or the Serviced Loan Combinations) may not be assumed without the consent of the related lender in connection with any such sale or other transfer or (c) provide that such Mortgage Loans (or the Serviced Loan Combinations) may be assumed or transferred without the consent of the lender provided certain conditions are satisfied. Neither the Master Servicer (with respect to non-Specially Serviced Loans) nor the Special Servicer (with respect to Specially Serviced Loans) will be required to enforce any such due-on-sale clauses and in connection therewith will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such an assumption if (x) such provision is not exercisable under applicable law or if the Master Servicer (with respect to non-Specially Serviced Loans and with the consent of the Special Servicer) or the Special Servicer (with respect to Specially Serviced Loans) determines, subject to the discussion under “—The Directing Holder” and “—The Operating Advisor” in this free writing prospectus, that the enforcement of such provision is reasonably likely to result in meritorious legal action by the borrower or (y) subject to the discussion above under “—The Directing Holder” and “—The Operating Advisor” in this free writing prospectus, the Master Servicer (with the consent of the Special Servicer) or the Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Mortgage Rate or other applicable discount rate), than would enforcement of such clause. If the Master Servicer or the Special Servicer, as applicable, determines that (i) granting such consent would be likely to result in a greater recovery, (ii) such provisions are not legally enforceable, or (iii) in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination described in clause (c) of this paragraph, that the conditions to sale or transfer have been satisfied, the Master Servicer or the Special Servicer is authorized to take or enter into an assumption agreement from or with the proposed transferee as obligor thereon and to release the original borrower; provided that (a) the credit status of the prospective transferee is in compliance with the Servicing Standards and criteria and the terms of the related Mortgage and (b) the Master Servicer or the Special Servicer, as applicable, has received a No Downgrade Confirmation (and, if the affected Mortgage Loan is part of a Serviced Loan Combination, a No Downgrade Confirmation with respect to any commercial mortgage pass-through certificates backed

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by any related Serviced Companion Loan (“Companion Loan Securities”)) from Moody’s, DBRS, KBRA or Morningstar with respect to any Mortgage Loan that (A) represents more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) has a Stated Principal Balance that is more than $35,000,000, (C) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000 or (D) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization (provided, that the Master Servicer or Special Servicer , as applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator of such other securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization). To the extent not precluded by the Mortgage Loan Documents, the Master Servicer or Special Servicer, as applicable, may not approve an assumption or substitution without requiring the related borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution. However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Issuing Entity; provided that in the case of a Serviced Loan Combination the Master Servicer (if such Serviced Loan Combination is a performing loan) or the Special Servicer (if such Serviced Loan Combination is a Specially Serviced Loan) will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Pari Passu Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to such Serviced Pari Passu Companion Loans from the holders of such Serviced Pari Passu Companion Loans. No assumption agreement may contain any terms that are different from any term of any Mortgage or related Note, except pursuant to the provisions described under “—Realization Upon Mortgage Loans” and “—Modifications” below.

Due-On-Encumbrance Clauses. In most cases, the Mortgage Loans (and the Serviced Loan Combinations) contain provisions in the nature of a “due-on-encumbrance” clause which by their terms, subject to any exceptions in the related Mortgage Loan Documents, (a) provide that the related Mortgage Loan (or Serviced Loan Combination) will (or may at the lender’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or any ownership interest in the borrower (including, unless specifically permitted, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), (b) require the consent of the related lender to the creation of any such lien or other encumbrance on the related Mortgaged Property (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners) or (c) provide that such Mortgaged Property may be further encumbered without the consent of the lender (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners). Neither the Master Servicer (with respect to non-Specially Serviced Loans) nor the Special Servicer (with respect to Specially Serviced Loans) will be required to enforce such due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such lien or encumbrance if, subject to the discussion above under “—The Directing Holder” and “—The Operating Advisor” in this free writing prospectus, the Master Servicer (with the consent of Special Servicer) or the Special Servicer, as applicable, (A) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Issuing Entity or the holder of any Serviced Companion Loan, if applicable, or that in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination described in clause (c) of this paragraph, that the conditions to further encumbrance have been satisfied and (B) receives a prior No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities) from Moody’s, DBRS, KBRA or Morningstar with respect to any Mortgage Loan that (A) represents more than 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding, (B) has a Stated Principal Balance that is more than $20,000,000, (C) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance, (D) has an aggregate loan-to-value ratio (including any existing and proposed additional debt) that is equal to or greater than 85%, (E) has an aggregate debt service coverage ratio (in each case, determined based upon the aggregate of the Stated Principal Balance of the related Mortgage Loan, any existing

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additional debt and the principal amount of the proposed additional lien) that is less than 1.20x, or (F) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the ten largest mortgage loans in the related other securitization (provided, that the Master Servicer or Special Servicer, as applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator of the applicable other securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization); provided, that with respect to clauses (A), (C), (D), (E) and (F), such Mortgage Loan must also have a Stated Principal Balance of at least $10,000,000 for the requirement of a No Downgrade Confirmation to apply. To the extent not precluded by the Mortgage Loan Documents, neither the Master Servicer nor the Special Servicer may approve the creation of any lien or other encumbrance without requiring the related borrower to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance. However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Issuing Entity; provided that in the case of a Serviced Loan Combination the Master Servicer (if such Serviced Loan Combination is a performing loan) or the Special Servicer (if such Serviced Loan Combination is a Specially Serviced Loan) will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Pari Passu Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to such Serviced Pari Passu Companion Loans from the holders of such Serviced Pari Passu Companion Loan. Neither the Master Servicer nor the Special Servicer will be responsible for enforcing a “due-on-sale” or a “due-on-encumbrance” clause with respect to any Non-Serviced Mortgage Loan.

Inspections

The Master Servicer (or, with respect to any Specially Serviced Loan and Serviced REO Property, the Special Servicer) is required to inspect or cause to be inspected each Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) at such times and in such manner as is consistent with the Servicing Standard, but in any event is required to inspect each Mortgaged Property securing a Note, with a Stated Principal Balance (or in the case of a Mortgage Loan secured by more than one Mortgaged Property, having an Allocated Loan Amount) of (a) $2,000,000 or more at least once every 12 months commencing in 2016 and (b) less than $2,000,000 at least once every 24 months, commencing in 2017 (or at such decreased frequency as each Rating Agency shall have provided a No Downgrade Confirmation relating to the Certificates and Companion Loan Securities, if any); provided, however, that if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable after the Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Loan; provided, further, that the Master Servicer will not be required to inspect a Mortgaged Property that has been inspected in the previous 6 months. The reasonable cost of each such inspection performed by the Special Servicer will be paid by the Master Servicer as a Property Advance or if such Property Advance would not be recoverable, as an expense of the Issuing Entity including out of general collections on the Mortgage Loans in the Mortgage Pool (which excludes the Courtyard by Marriott Non-Pooled Trust Companion Loans). With respect to a Serviced Loan Combination, the costs described in the preceding sentence above that relate to the applicable Serviced Loan Combination will be paid out of amounts on deposit in the separate custodial account maintained with respect to such Serviced Loan Combination (allocated in accordance with the expense allocation provision of the related Intercreditor Agreement). If funds in the applicable custodial account relating to a Serviced Loan Combination are insufficient, then any deficiency will be paid from amounts on deposit in the Collection Account; provided that the Master Servicer will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Pari Passu Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Pari Passu Companion Loans from the holders of such Serviced Pari Passu Companion Loans. The Master Servicer or the Special Servicer, as applicable, will be required to prepare a written report of the inspection

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describing, among other things, the condition of and any damage to the Mortgaged Property and specifying the existence of any material vacancies in the Mortgaged Property, any sale, transfer or abandonment of the Mortgaged Property of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property, or any visible material waste committed on the Mortgaged Property. Inspection of the Mortgaged Properties securing any Non-Serviced Mortgage Loan will be conducted by the other servicers appointed under, and performed in accordance with the terms of, the servicing agreements governing such Non-Serviced Mortgage Loan.

Insurance Policies

In the case of each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, as applicable (but excluding any Mortgage Loan as to which the related Mortgaged Property has become an REO Property and any Non-Serviced Mortgage Loan), the Master Servicer will be required to use commercially reasonable efforts consistent with the Servicing Standard to cause the related borrower to maintain the following insurance coverage (including identifying the extent to which such borrower is maintaining insurance coverage and, if such borrower does not so maintain, the Master Servicer will be required to itself cause to be maintained) for the related Mortgaged Property: (a) except where the Mortgage Loan Documents permit a borrower to rely on self-insurance provided by a tenant, a fire and casualty extended coverage insurance policy that does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement cost of the improvements securing the Mortgage Loan or Serviced Loan Combination, as applicable, or the Stated Principal Balance of the Mortgage Loan or the Serviced Loan Combination, as applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and (b) all other insurance coverage as is required (including, but not limited to, coverage for acts of terrorism), subject to applicable law, under the related Mortgage Loan Documents.

Notwithstanding the foregoing, the Master Servicer will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless the Trustee has an insurable interest and such insurance policy was (x) in effect at the time of the origination of such Mortgage Loan or the Serviced Loan Combination, as applicable, or (y) required by the related Mortgage Loan Documents and is available at commercially reasonable rates; provided, that the Master Servicer will be required to require the related borrower to maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case of clause (y), required by such Mortgage Loan or Serviced Loan Combination, in each case, to the extent such amounts are available at commercially reasonable rates and to the extent the Trustee has an insurable interest;

(i) if and to the extent that any Mortgage Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related borrower is to obtain the requisite insurance coverage, the Master Servicer must (to the extent consistent with the Servicing Standard) require the related borrower to obtain the requisite insurance coverage from qualified insurers that meet the required ratings set forth in the Pooling and Servicing Agreement;

(ii) the Master Servicer will have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to enforce those insurance requirements against any borrower; provided, that this will not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy as set forth in the Pooling and Servicing Agreement;

(iii) except as provided below, in no event will the Master Servicer be required to cause the borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such borrower to maintain insurance coverage is an Acceptable Insurance Default (as determined by the Special Servicer subject to the discussion under “—The Directing Holder” and “—The Operating Advisor” above in this free writing prospectus);

(iv) to the extent the Master Servicer itself is required to maintain insurance that the borrower does not maintain, the Master Servicer will not be required to maintain insurance other than what

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is available on a force-placed basis at commercially reasonable rates, and only to the extent the Issuing Entity as lender has an insurable interest thereon; and

(v) any explicit terrorism insurance requirements contained in the related Mortgage Loan Documents are required to be enforced by the Master Servicer in accordance with the Servicing Standard (unless the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Directing Holder, have consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply with specific requirements contained in the Mortgage Loan Documents) in writing of that provision in accordance with the Servicing Standard).

With respect to each Serviced REO Property, the Special Servicer will generally be required to use reasonable efforts, consistent with the Servicing Standard, to maintain with an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement (subject to the right of the Special Servicer to direct the Master Servicer to make a Property Advance for the costs associated with coverage that the Special Servicer determines to maintain, in which case the Master Servicer will be required to make that Property Advance (subject to the recoverability determination and Property Advance procedures described above under “—Advances” in this free writing prospectus)) to the extent reasonably available at commercially reasonable rates and to the extent the Trustee has an insurable interest (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), REO Loan or Serviced Loan Combination, as applicable (or such greater amount of coverage required by the related Mortgage Loan Documents (unless such amount is not available or if no Control Termination Event has occurred and is continuing, the Directing Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1,000,000 per occurrence and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months. However, the Special Servicer will not be required in any event to maintain or obtain insurance coverage described in this paragraph beyond what is reasonably available at a commercially reasonable rates and consistent with the Servicing Standard.

If either (x) the Master Servicer or the Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and the Serviced Loan Combinations and the Serviced REO Properties, as applicable, as to which it is the Master Servicer or the Special Servicer, as the case may be, then, to the extent such policy (i) is obtained from an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement, and (ii) provides protection equivalent to the individual policies otherwise required or (y) the Master Servicer or Special Servicer (or its corporate parent) has long-term unsecured debt obligations that are rated not lower than “A2” by Moody’s and “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s, Fitch and/or KBRA)), and the Master Servicer or the Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, then the Master Servicer or Special Servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or Serviced REO Properties, as applicable. Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as the case may be, that maintains such policy will be required, if there shall not have been maintained on any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan)or Serviced REO Property thereunder a hazard insurance policy complying with the requirements described above, and there shall have been one or more losses that would have been covered by such an individual policy, to promptly deposit into the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the

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related Mortgage Loan or the related Serviced Loan Combination (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard).

The costs of the insurance premiums incurred by the Master Servicer or the Special Servicer may be recovered by the Master Servicer or the Special Servicer, as applicable, from reimbursements received from the related borrower or, if the borrower does not pay those amounts, as a Property Advance (to the extent that such Property Advances are recoverable advances) as set forth in the Pooling and Servicing Agreement. However, even if such Property Advance would be a nonrecoverable advance, the Master Servicer or the Special Servicer, as applicable, may make such payments using funds held in the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account) or may be permitted or required to make such Property Advance, subject to certain conditions set forth in the Pooling and Servicing Agreement.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans or any Serviced Loan Combination, nor will any Mortgage Loan be subject to Federal Housing Administration insurance.

Assignment of the Mortgage Loans

The Depositor will purchase the Mortgage Loans to be included in the Issuing Entity on or before the Closing Date from the Mortgage Loan Sellers pursuant to six separate mortgage loan purchase agreements (the “Mortgage Loan Purchase Agreements”). See “The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.

On the Closing Date, the Depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the Depositor’s rights and remedies against the Mortgage Loan Sellers in respect of breaches of representations and warranties regarding the Mortgage Loans, to the Trustee for the benefit of the holders of the Certificates. On or prior to the Closing Date, the Depositor will deliver to the Custodian, the Note and certain other documents and instruments (the “Mortgage Loan Documents”) with respect to each Mortgage Loan. The Custodian will hold such documents in trust for the benefit of the holders of the Certificates. The Custodian is obligated to review certain documents for each Mortgage Loan within 60 days of the Closing Date and report any missing documents or certain types of defects therein to the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Directing Holder (but for so long as no Consultation Termination Event has occurred and is continuing) and the related Mortgage Loan Seller.

Each of the Mortgage Loan Sellers will, or will retain a third party vendor (which may be the Trustee or the Custodian) to, complete the assignment and recording or filing of the related Mortgage Loan Documents to the Trustee for the benefit of the Certificateholders. Each Mortgage Loan Seller will be required to effect (at its expense) the assignment and recordation or filing of the related Mortgage Loan Documents until the assignment and recordation or filing of all Mortgage Loan Documents has been completed.

Representations and Warranties; Repurchase; Substitution

In the Pooling and Servicing Agreement, the Depositor will assign to the Trustee for the benefit of Certificateholders the representations and warranties made by the Mortgage Loan Sellers to the Depositor in the Mortgage Loan Purchase Agreements.

Each of the Mortgage Loan Sellers will in its respective Mortgage Loan Purchase Agreement make, with respect to each Mortgage Loan sold by it that is included in the Issuing Entity, representations and warranties generally to the effect set forth on Annex F to this free writing prospectus, as of the Closing Date, or as of such other date specifically provided in the applicable representation and warranty, subject to the exceptions set forth in Annex G to this free writing prospectus.

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The Pooling and Servicing Agreement requires that the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee and the Custodian notify each other, the affected Mortgage Loan Seller and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing) promptly upon discovery or receipt of notice of any failure by any party to deliver Mortgage Loan Documents in a timely manner, any defect in any document constituting a part of the mortgage file (as described in the Pooling and Servicing Agreement) or any breach of any representation or warranty referred to in the preceding paragraph that, in each case, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee in such Mortgage Loan or the related Mortgaged Property or causes any Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (each, a “Material Document Defect” or a “Material Breach”, as the case may be). Each of the Mortgage Loan Purchase Agreements provides that, with respect to any such Mortgage Loan, within 90 days following its receipt of such notice from the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Custodian (or, in the case of a Material Breach or Material Document Defect that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), within 90 days of the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement discovering such Material Breach or Material Document Defect, provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the Pooling and Servicing Agreement), the affected Mortgage Loan Seller (or, if applicable, its affiliate) must either (a) cure such breach or defect in all material respects, (b) repurchase such Mortgage Loan at an amount equal to the sum of (1) the outstanding principal balance of the Mortgage Loan as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan at the related Mortgage Rates in effect from time to time, to but not including the Due Date in the month of purchase, but excluding any yield maintenance or other prepayment penalty, (3) all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate and all Special Servicing Fees and Workout Fees allocable to the Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the applicable other servicer or trustee allocable to such Mortgage Loan), (4) any Liquidation Fee allocable to the Mortgage Loan, as specified below in “—Special Servicing—Special Servicing Compensation,” (5) all additional expenses of the Issuing Entity allocable to such Mortgage Loan and (6) all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the defect or breach giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation (such price, the “Repurchase Price”) or (c) substitute, within two years of the Closing Date, a Qualified Substitute Mortgage Loan (a “Replacement Mortgage Loan”) for the affected Mortgage Loan (the “Removed Mortgage Loan”) and pay any shortfall amount equal to the excess of the Repurchase Price of the Removed Mortgage Loan calculated as of the date of substitution over the Stated Principal Balance of the Replacement Mortgage Loan as of the date of substitution; provided that the applicable Mortgage Loan Seller generally has an additional 90-day period (as set forth in the Pooling and Servicing Agreement) to cure the Material Document Defect or Material Breach if such Material Document Defect or Material Breach is not capable of being cured within the initial 90-day period, the Mortgage Loan Seller is diligently proceeding with that cure, and such Material Document Defect or Material Breach is not related to the Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3). See “—Servicing Compensation and Payment of Expenses” below in this free writing prospectus. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage Loan will not be a material defect.

If (x) there exists a breach of any representation or warranty on the part of a Mortgage Loan Seller as set forth in, or made pursuant to, representation 30 or 32 described in Annex F to this free writing prospectus relating to fees and expenses payable by the borrower associated with the exercise of a defeasance option, a waiver of a “due-on-sale” provision or a “due-on-encumbrance” provision or the release of any Mortgaged Property, and (y) the related Mortgage Loan Documents specifically prohibit the Master Servicer or Special Servicer from requiring the related borrower to pay such fees and expenses, then the applicable Mortgage Loan Seller may cure such breach by transferring to the Collection Account,

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within 90 days of notice of such breach from the Master Servicer or the Special Servicer, the amount of any such fees and expenses borne by the Trust that are the basis of such breach. Upon its making such deposit, the Mortgage Loan Seller will be deemed to have cured such breach in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Trust regarding any such breach, regardless of whether it constitutes a material breach, and the applicable Mortgage Loan Seller will not be obligated to repurchase or otherwise cure such breach.

Notwithstanding the foregoing, if there is a Material Breach or Material Document Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable Mortgage Loan Seller (or, if applicable, its affiliate) will not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan Documents and the applicable Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not cause an adverse REMIC event to occur and (iii) each applicable Rating Agency has provided a No Downgrade Confirmation.

In lieu of a Mortgage Loan Seller repurchasing, substituting or curing a Material Breach or Material Document Defect, to the extent that the Mortgage Loan Seller and the Special Servicer on behalf of the Issuing Entity (with the consent of the Directing Holder for so long as no Control Termination Event has occurred and is continuing) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Special Servicer on behalf of the Issuing Entity that would be deemed sufficient to compensate the Issuing Entity for a Material Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment. Upon its making such payment, the Mortgage Loan Seller will be deemed to have cured the related Material Breach or Material Document Defect in all respects. A Loss of Value Payment may not be made with respect to a Material Document Defect or Material Breach that is related to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3).

A “Qualified Substitute Mortgage Loan” is a Mortgage Loan that, among other things: (i) has an outstanding Stated Principal Balance that is not more than the outstanding Stated Principal Balance of the related Removed Mortgage Loan, (ii) accrues interest at a rate of interest at least equal to that of the related Removed Mortgage Loan, (iii) has a remaining term to stated maturity of not greater than, and not more than two years less than, the remaining term to stated maturity of the related Removed Mortgage Loan, (iv) is approved, for so long as no Control Termination Event has occurred and is continuing, by the Directing Holder and (v) the Trustee and the Certificate Administrator have received a prior No Downgrade Confirmation.

The obligations of the Mortgage Loan Sellers to repurchase, substitute, cure or make a Loss of Value Payment described in the second, third, fourth and fifth preceding paragraphs constitute the sole remedies available to holders of Certificates or the Trustee for a document defect in the related mortgage file or a breach of a representation or warranty by the related Mortgage Loan Seller with respect to any Mortgage Loan. None of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee will be obligated to purchase or substitute a Mortgage Loan if a Mortgage Loan Seller (or, if applicable, its affiliate) defaults on its obligation to repurchase, substitute or cure, and no assurance can be given that a Mortgage Loan Seller (or, if applicable, its affiliate) will fulfill such obligations. See the discussion of the respective Mortgage Loan Sellers under “The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus. If such obligation is not met as to a Mortgage Loan that is not a “qualified mortgage” within the meaning of Code Section 860G(a)(3), the Upper-Tier REMIC or the Lower-Tier REMIC may fail to qualify to be treated as a REMIC for federal income tax purposes.

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Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor

Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement in connection with the sale or transfer of a substantial portion of its mortgage servicing, asset management or (solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided that certain conditions are satisfied, including obtaining a No Downgrade Confirmation from each Rating Agency (including a No Downgrade Confirmation with respect to any Companion Loan Securities). The resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, will be required to pay all reasonable costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with the resignation of such party. The Pooling and Servicing Agreement provides that none of the Master Servicer, the Special Servicer or the Operating Advisor may otherwise resign from their obligations and duties as the Master Servicer, the Special Servicer or the Operating Advisor thereunder, except upon either (a) the determination that performance of its duties is no longer permissible under applicable law and provided that such determination is evidenced by an opinion of counsel delivered to the Trustee and the Certificate Administrator, (b) the appointment of a successor as described in the first sentence of this paragraph or (c) solely with respect to the Operating Advisor, under the conditions described above under “—The Operating Advisor—Resignation of the Operating Advisor”. No such resignation may become effective until the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor, as the case may be, has assumed the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer, Special Servicer or Operating Advisor assuming the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing Agreement generally will be entitled to the compensation to which the Master Servicer, Special Servicer or Operating Advisor would have been entitled. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor will be treated as Realized Losses and/or Courtyard by Marriott Portfolio Realized Losses, as applicable.

The Pooling and Servicing Agreement also provides that none of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor, or any affiliate, director, officer, employee, member, manager, representative or agent (including subservicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be under any liability to the Issuing Entity, the holders of Certificates, any Serviced Companion Loan noteholders, any party to the Pooling and Servicing Agreement or any third party beneficiary for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement (including actions taken or not taken at the direction of the Directing Holder), or for errors in judgment; provided, that none of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor or any affiliate, director, officer, employee, member, manager, representative or agent (including subservicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be protected against any breach of its respective representations and warranties made in the Pooling and Servicing Agreement or any liability that would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or in the case of the Master Servicer, the Special Servicer or the Operating Advisor, by reason of any specific liability imposed for a breach of the Servicing Standard or the Operating Advisor Standard, as applicable) in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder. The Pooling and Servicing Agreement further provides that the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor and any affiliate, director, officer, employee, member, manager, representative or agent (including subservicers) of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor will be entitled to indemnification by the Issuing Entity for any loss, liability or expense incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to the Pooling and Servicing Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its directors, officers, members, managers, employees and agents, incurred in connection with any violation

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by any of them of any state or federal securities law. With respect to a Serviced Loan Combination, the expenses, costs and liabilities described in the preceding sentence above that relate to the applicable Serviced Loan Combination will be paid out of amounts on deposit in the separate custodial account maintained with respect to such Serviced Loan Combination (allocated in accordance with the expense allocation provision of the related Intercreditor Agreement). If funds in the applicable custodial account relating to a Serviced Loan Combination are insufficient, then any deficiency will be paid from amounts on deposit in the Collection Account; provided that the Master Servicer will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holders of the related Companion Loan(s) and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Companion Loans from the holders of such Companion Loan. The Pooling and Servicing Agreement will also provide that, from and after the La Gran Plaza Note A-1 Securitization Date, the master servicer, special servicer, depositor, certificate administrator, operating advisor and trustee of the La Gran Plaza Mortgage Loan, and any director, officer, employee or agent of any of them, will be entitled to indemnification by the Issuing Entity and held harmless against the Issuing Entity’s pro rata share of any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the La Gran Plaza Loan Combination (or, with respect to the other operating advisor, incurred in connection with the provision of services for the La Gran Plaza Loan Combination) under the related other pooling and servicing agreement; provided, however, that such indemnification will only be to the same extent that the issuing entity relating to the other securitization is required to indemnify each of those parties under the related other pooling and servicing agreement.

In addition, the Pooling and Servicing Agreement provides that none of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Pooling and Servicing Agreement and which in its opinion does not expose it to any expense or liability not recoverable from the Issuing Entity. Each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may, however, in its discretion undertake any such action that it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the holders of Certificates and Companion Loan Securities, as applicable, 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 Issuing Entity, and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor will be entitled to be reimbursed therefor from the Collection Account (or with respect to a Serviced Loan Combination, first from the related separate custodial account, as described in the second preceding paragraph) no later than 60 days after submitting such expenses or costs for reimbursement.

The management, prosecution, defense and/or settlement of claims and litigation relating to any Mortgage Loan brought against the Issuing Entity or any party to the Pooling and Servicing Agreement will generally be handled by the Master Servicer and the Special Servicer; subject to certain rights of the Trustee to appear in any such action to which it is a named party and the rights of certain parties to the Pooling and Servicing Agreement to indemnification for certain costs or liabilities arising from such litigation, all as more specifically provided for in the Pooling and Servicing Agreement.

The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee under the Pooling and Servicing Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement and may, but is not obligated to, perform or cause a designee to perform any defaulted obligation of the Master Servicer or the Special Servicer or exercise any right of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement. In the event the Depositor undertakes any such action, it will be reimbursed by the Issuing Entity from the Collection Account (or with respect to a Serviced Loan Combination, to the extent such reimbursement is allocable to such Serviced Loan Combination, first from the related custodial account), to the extent not recoverable from the Master Servicer or Special Servicer, as

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applicable. Any such action by the Depositor will not relieve the Master Servicer or the Special Servicer of its obligations under the Pooling and Servicing Agreement.

Any person into which the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor may be merged or consolidated, or any person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor is a party, or any person succeeding to the business of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor, will be the successor of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor under the Pooling and Servicing Agreement, and shall be deemed to have assumed all of the liabilities and obligations of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor under the Pooling and Servicing Agreement if each of the Rating Agencies then rating any Certificates has provided a No Downgrade Confirmation (and each rating agency then rating any Companion Loan Securities has provided a No Downgrade Confirmation); provided, however, none of the Depositor, Master Servicer, Special Servicer or Operating Advisor shall be required to obtain a No Downgrade Confirmation from any Rating Agency, as the case may be, if (x) the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor, as applicable, is merged into or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate or (y) the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity.

A “Qualified Affiliate” is any person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, or by any person or persons who directly or indirectly own equity ownership interests in the Master Servicer, the Special Servicer or the Operating Advisor, as applicable.

Servicer Termination Events

“Servicer Termination Events” under the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a) with respect to the Master Servicer only, any failure by the Master Servicer (i) to make a required deposit to the Collection Account or to the separate custodial account for any Loan Combination on the day such deposit was first required to be made, which failure is not remedied within two business days, (ii) to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted (including any required P&I Advance, unless the Master Servicer determines that such P&I Advance would not be recoverable), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however, that to the extent the Master Servicer does not timely make such remittances to the Certificate Administrator, the Master Servicer will be required to pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is actually made) or (iii) to remit to any holder of a Serviced Companion Loan, as and when required by the Pooling and Servicing Agreement or the related intercreditor agreement, any amount required to be so remitted which failure continues for two business days;

(b) with respect to the Special Servicer only, any failure by the Special Servicer to deposit into the REO Account on the day such deposit is required to be made and such failure continues unremedied for two business days, or to remit to the Master Servicer for deposit in the Collection Account (or, in the case of a Serviced Loan Combination, the related custodial account) any such remittance required to be made, under the Pooling and Servicing Agreement; provided, however, that the failure of the Special Servicer to remit such remittance to the Master Servicer will not be a Servicer Termination Event if such failure is remedied within two business days and if the Special Servicer has compensated the Master Servicer for any loss of income (at the Advance Rate) on such

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amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer and reimbursed the Issuing Entity for any resulting advance interest due to the Master Servicer;

(c) any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (15 days in the case of the Master Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Master Servicer or the Special Servicer, as the case may be, pursuant to the Pooling and Servicing Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, by the Certificateholders of any Class, evidencing Percentage Interests aggregating not less than 25% of such Class or by a holder of a Serviced Companion Loan, if affected; provided, if that failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing that cure, that 15-, 30- or 45-day period, as applicable, will be extended an additional 30 days;

(d) any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement which materially and adversely affects the interests of any Class of Certificateholders or holder of a Serviced Companion Loan and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, is given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicer, the Special Servicer, the Depositor and the Trustee by the holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or by a holder of a Serviced Companion Loan, if affected; provided, if that breach is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, as applicable, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;

(f) (i) Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA, as applicable, within 60 days of such event, and, in case of either of clause (A) or (B), publicly citing servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; (ii) DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by DBRS within 60 days of such event, and, in case of either of clause (A) or (B), publicly citing servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or (iii) either (A) the Master Servicer or the Special Servicer, as the case may be, has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer or special servicer, as applicable, and such ranking is not reinstated within 60 days of such event (if the Master Servicer or Special Servicer has or had a Morningstar ranking on or after the Closing Date) or (B) if the Master Servicer or Special Servicer, as the case may be, has not been ranked by Morningstar on or after the Closing Date, and Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of commercial mortgage securities or (ii) within the prior 12 months, placed one or more classes of commercial mortgage securities on “watch status” in

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contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), has publicly cited servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event); and

(g) so long as the Issuing Entity is subject to Exchange Act reporting requirements, any failure by the Master Servicer or Special Servicer, as applicable, to deliver to the Trustee and the Certificate Administrator (i) an annual certification regarding such servicer’s compliance with the terms of the Pooling and Servicing Agreement, as well as an assessment of compliance with certain servicing criteria and an accountant’s attestation report with respect to such assessment by the time required under the Pooling and Servicing Agreement after any applicable grace period or (ii) any Exchange Act reporting items that a primary servicer, sub-servicer or servicing function participant (such entity, the “Sub-Servicing Entity”) retained by the Master Servicer or Special Servicer, as applicable (but excluding any Sub-Servicing Entity which the Master Servicer or Special Servicer has been directed to retain by a Sponsor or Mortgage Loan Seller) is required to deliver (after any applicable grace period) (any Sub-Servicing Entity will be terminated if it defaults in accordance with the provision of this clause (g)).

Rights upon a Servicer Termination Event

If a Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, occurs and is continuing, then the Trustee may, and at the written direction of (1) in the case of the Master Servicer and (with respect to a Mortgage Loan other than the Courtyard by Marriott Pooled Mortgage Loan) the Special Servicer, the holders of Certificates evidencing at least 25% of the aggregate Pooled Voting Rights, (2) in the case of the Special Servicer with respect to the Courtyard by Marriott Pooled Mortgage Loan, the holders of Certificates evidencing at least 25% of the aggregate Courtyard by Marriott Voting Rights, (3) in the case of the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative, or (4) the Depositor (with respect to clause (g) of the definition of “Servicer Termination Event”), the Trustee will be required to, terminate all of the rights (other than certain rights to indemnification, compensation and (in certain limited circumstances) the excess servicing strip as provided in the Pooling and Servicing Agreement) and obligations of the Master Servicer as master servicer or the Special Servicer as special servicer, as the case may be, under the Pooling and Servicing Agreement. In the case of a Servicer Termination Event pursuant to clause (f) of the definition thereof, the Certificate Administrator will be required to notify Certificateholders and Serviced Companion Loan noteholders of such Servicer Termination Event and request whether such Certificateholders and, if applicable, the Serviced Companion Loan noteholders favor such termination. Notwithstanding the foregoing, upon any termination of the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer, as applicable, will continue to be entitled to receive all accrued and unpaid servicing compensation through the date of termination plus reimbursement for all Advances and interest thereon as provided in the Pooling and Servicing Agreement.

Notwithstanding the foregoing, (a) if a Servicer Termination Event with respect to the Master Servicer affects a Serviced Companion Loan and the Master Servicer is not otherwise terminated or (b) if a nationally recognized statistical rating organization (“NRSRO”), as that term is defined in Section 3(a)(62) of the Exchange Act, engaged to rate a Companion Loan Security qualifies, downgrades or withdraws its rating of such Companion Loan Security, citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action, then the holder of such Serviced Companion Loan (or in the case of the Courtyard by Marriott Loan Combination, either the holder of a Companion Loan or the Courtyard by Marriott Directing Holder) will be entitled to request that the Trustee direct the Master Servicer to appoint a sub-servicer (or if the related Serviced Loan Combination is currently being sub-serviced, then the Trustee may direct the Master Servicer to replace such sub-servicer with a new sub-servicer but only if such original sub-servicer is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and the Master Servicer will be permitted to terminate the sub-servicing agreement due to such default) that will be responsible for servicing the related Serviced Loan Combination; provided that the Trustee will be required to direct the Master Servicer to obtain a No Downgrade

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Confirmation from each Rating Agency (including a No Downgrade Confirmation with respect to any Companion Loan Securities) (at the expense of the requesting party) with respect to the appointment of such sub-servicer.

Notwithstanding the foregoing, (a) if a Servicer Termination Event with respect to the Special Servicer affects a Serviced Companion Loan and the Special Servicer is not otherwise terminated or (b) if an NRSRO engaged to rate a Companion Loan Security qualifies, downgrades or withdraws its rating of such Companion Loan Security, citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action, then the holder of such Serviced Companion Loan will be entitled to direct that the Trustee terminate the Special Servicer with respect to the related Serviced Loan Combination only, but no other Mortgage Loan.

On and after the date of termination following a Servicer Termination Event by the Master Servicer or the Special Servicer, the Trustee will succeed to all authority and power of the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement (and any sub-servicing agreements) and generally will be entitled to the compensation arrangements to which the Master Servicer or the Special Servicer, as applicable, would have been entitled. If the Trustee is unwilling or unable so to act, or holders of Certificates evidencing (i) in the case of the Master Servicer, at least 25% of the aggregate Pooled Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative), (ii) in the case of the Special Servicer with respect to a Mortgage Loan other than the Courtyard by Marriott Pooled Mortgage Loan, at least 25% of the aggregate Pooled Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder) or (iii) in the case of the Special Servicer with respect to the Courtyard by Marriott Pooled Mortgage Loan, at least 25% of the aggregate Courtyard by Marriott Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder) so request, or, with respect to a Serviced Loan Combination, if an affected Serviced Companion Loan noteholder so requests, or if the Trustee is not an “approved” servicer by any of the rating agencies for mortgage pools similar to the one held by the Issuing Entity, the Trustee must appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution that, for so long as no Control Termination Event has occurred and is continuing, has been approved by the Directing Holder (which approval shall not be unreasonably withheld in the case of the appointment of a successor Master Servicer) to act as successor to the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement; provided that the Trustee must obtain a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities). Pending such appointment, the Trustee will be obligated to act in such capacity unless the Trustee is prohibited by law from so acting. The Trustee and any such successor may agree upon the servicing compensation to be paid; provided, that no such compensation may be in excess of that permitted to the terminated Master Servicer or Special Servicer, provided, further, that if no successor can be obtained to perform the obligations of the terminated Master Servicer or Special Servicer, additional amounts may be paid to such successor and such amounts in excess of that permitted the terminated Master Servicer or Special Servicer shall be treated as Realized Losses and/or Courtyard by Marriott Portfolio Realized Losses, as applicable. All reasonable costs and expenses of the Trustee (including the cost of obtaining a No Downgrade Confirmation and any applicable indemnity) or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the mortgage files to the successor Master Servicer or Special Servicer and amending the Pooling and Servicing Agreement to reflect such succession are required to be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense is required to be reimbursed by the Issuing Entity; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.

No Certificateholder or holder of a Serviced Companion Loan, as applicable, will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement, the Certificates or the Mortgage Loans, unless, with respect to the Pooling and

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Servicing Agreement, such holder or such holder of a Serviced Companion Loan, as applicable, previously has given to the Trustee a written notice of a default under the Pooling and Servicing Agreement, and of the continuance thereof, and unless such holder of a Serviced Companion Loan or the holders of Certificates of any Class affected thereby evidencing Percentage Interests of at least 25% of such Class, as applicable, have made written request of the Trustee to institute such proceeding in its capacity as Trustee under the Pooling and Servicing Agreement and have offered to the Trustee such security or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity, failed or refused to institute such proceeding.

Neither the Trustee nor the Certificate Administrator will have any obligation to make any investigation of matters arising under the Pooling and Servicing Agreement or to institute, conduct or defend any litigation under the Pooling and Servicing Agreement or in relation to it at the request, order or direction of any of the holders of Certificates, unless such holders of Certificates shall have offered to the Trustee or the Certificate Administrator, as applicable security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable against the costs, expenses and liabilities which may be incurred in connection with such action.

Notwithstanding the foregoing discussion in this “—Rights upon a Servicer Termination Event” section, if the Master Servicer is terminated under the circumstances described above because of the occurrence of any of the events described in clause (f) under “—Servicer Termination Events” above, the Master Servicer will have the right, at its expense, to sell its master servicing rights with respect to the Mortgage Loans to a successor Master Servicer in connection with whose appointment a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities) has been provided, in accordance with the terms set forth in the Pooling and Servicing Agreement, including that any successor Master Servicer fulfill the ratings requirements for successor Master Servicer set forth in the Pooling and Servicing Agreement.

In addition, the Depositor may direct the Trustee to terminate the Master Servicer upon 5 business days’ written notice if the Master Servicer fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement (subject to any applicable grace period).

Waivers of Servicer Termination Events and Operating Advisor Termination Events

A Servicer Termination Event may be waived by the Certificateholders evidencing not less than 66-2/3% of (i) in the case of a Mortgage Loan other than the Courtyard by Marriott Pooled Mortgage Loan, the aggregate Pooled Voting Rights of the Pooled Certificates or (ii) in the case of the Courtyard by Marriott Pooled Mortgage Loan, the aggregate Courtyard by Marriott Voting Rights of the Certificates and each Serviced Companion Loan noteholder adversely affected by such Servicer Termination Event, except (a) a Servicer Termination Event under clause (g) of the definition of “Servicer Termination Events” may be waived only with the consent of the Depositor and (b) a default in making any required deposits to or payments from the Collection Account, any Serviced Loan Combination custodial account or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with the Pooling and Servicing Agreement.

An Operating Advisor Termination Event may be waived by the Certificateholders evidencing not less than 66-2/3% of the aggregate Pooled Voting Rights of the Pooled Certificates and each Serviced Companion Loan noteholder adversely affected by such Operating Advisor Termination Event.

Amendment

The Pooling and Servicing Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the holders of Certificates or holders of any Companion Loans:

(a) to cure any ambiguity or to correct any error;

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(b) to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements herein (or in the private placement memorandum relating to the Private Certificates) made with respect to the Certificates, the Issuing Entity or the Pooling and Servicing Agreement or to correct or supplement any provisions in the Pooling and Servicing Agreement which may be defective or inconsistent with any other provisions in the Pooling and Servicing Agreement;

(c) to amend any provision thereof to the extent necessary or desirable to maintain the rating or ratings then assigned to each Class of Certificates or Companion Loan Securities (provided that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement);

(d) to amend or supplement a provision, or to supplement any provisions in the Pooling and Servicing Agreement to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or any other change which will not adversely affect in any material respect the interests of any Certificateholder or holder of a Serviced Companion Loan not consenting thereto, as evidenced in writing by an opinion of counsel or, if solely affecting any Certificateholder or holder of a Serviced Companion Loan, in respect of which a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities) has been obtained; and

(e) to modify the procedures set forth in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”).

Any amendment described above may not (a) materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent or (b) adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan noteholder not consenting thereto, as evidenced in the case of clauses (c) through (e) above by (x) an opinion of counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. The Pooling and Servicing Agreement requires that no such amendment shall cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the consent of the holders of Certificates evidencing at least 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby, and the holders of the Serviced Companion Loans affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the holders of Certificates; provided, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby, or which are required to be distributed to the holder of any Serviced Companion Loan, without the consent of the holder of such Serviced Companion Loan; (ii) alter the obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance or alter the Servicing Standard or Operating Advisor Standard set forth in the Pooling and Servicing Agreement without the consent of the holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan noteholders; (iii) change the percentages of Voting Rights, Pooled Voting Rights, Courtyard by Marriott Voting Rights or Percentage Interests of holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement; or (iv) amend the section in the Pooling and Servicing Agreement relating to the amendment of the Pooling and Servicing Agreement, in each case, without the consent of the holders of all Certificates representing all the Percentage Interests of the Class or Classes affected thereby and consent of the holder of any affected Serviced Companion Loans.

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Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and from time to time, without the consent of the Certificateholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an opinion of counsel (obtained at the expense of the Issuing Entity), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

Notwithstanding the foregoing, no amendment of the Pooling and Servicing Agreement may be made (i) which adversely affects the rights, including (without limitation) as a third-party beneficiary under the Pooling and Servicing Agreement, and/or obligations of any Mortgage Loan Seller, initial purchaser or Underwriter without its written consent or (ii) which adversely affects (as determined by the applicable Companion Loan noteholder in good faith) the rights and/or obligations of any Companion Loan noteholder without its written consent.

No Downgrade Confirmation

The Pooling and Servicing Agreement will provide that, notwithstanding the terms of the related Mortgage Loan Documents or other provisions of the Pooling and Servicing Agreement, if any action under such Mortgage Loan Documents or the Pooling and Servicing Agreement requires a No Downgrade Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such No Downgrade Confirmation has made a request to any Rating Agency for such No Downgrade Confirmation and, within 10 business days of such request being posted to the Rule 17g-5 website established under the Pooling and Servicing Agreement, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for No Downgrade Confirmation, then (i) such Requesting Party will be required to confirm (without providing notice to the 17g-5 Information Provider) that the applicable Rating Agency has received the No Downgrade Confirmation request, and, if it has not, promptly request the related No Downgrade Confirmation again and (ii) if there is no response to either such No Downgrade Confirmation request within 5 business days of such second request or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving the requirement for No Downgrade Confirmation, (x) with respect to any condition in any Mortgage Loan Document requiring such No Downgrade Confirmation, or with respect to any other matter under the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans), as applicable) will be required to determine in accordance with its duties under the Pooling and Servicing Agreement and in accordance with the Servicing Standard, whether or not such action would be in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, Certificateholders and any holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender), and if the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of such parties, then the requirement for a No Downgrade Confirmation will be deemed not to apply (provided, that with respect to defeasance, release or substitution of any collateral relating to any Mortgage Loan, any No Downgrade Confirmation requirement with respect to which the Master Servicer or Special Servicer would have been required to make the determination above will be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related borrower, the Master Servicer or Special Servicer, as applicable) (it being understood that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) will in any event review the other conditions required under the related Mortgage Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in

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accordance with the Servicing Standard that such conditions (other than the requirement for a No Downgrade Confirmation) have been satisfied)), and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition will be deemed to be satisfied if (i) Moody’s and/or DBRS, as applicable, has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination, if Moody’s and/or DBRS, as applicable, is the non-responding Rating Agency, (ii) KBRA has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency or (iii) the applicable replacement master servicer or special servicer, as applicable, confirms in writing that (a) it is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by an NRSRO within the 12 month period prior to the date of determination and (b) either (A) such master servicer or special servicer has a then current ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer or special servicer or (B)(1) such master servicer or special servicer is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination and (2) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns with the servicer or special servicer, as applicable, as the sole or material factor in such rating action.

For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required to obtain a No Downgrade Confirmation from each of the Rating Agencies. In the event an action otherwise requires a No Downgrade Confirmation from each of the Rating Agencies, in absence of such No Downgrade Confirmation, there can be no assurance that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the Master Servicer or the Special Servicer in accordance with the procedures discussed above.

Any No Downgrade Confirmation requests made by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, pursuant to the Pooling and Servicing Agreement, will be required to be made in writing, which writing must contain a cover page indicating the nature of the No Downgrade Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request. Such written No Downgrade Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to promptly post such request to the 17g-5 Information Provider’s website).

The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee will be permitted (but not required) to orally communicate with the Rating Agencies regarding any Mortgage Loan, any Loan Combination, any Certificateholder, any holder of a Companion Loan, any Mortgaged Property or any REO Property, provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary the same day such communication takes place. The 17g-5 Information Provider will be required to post such written summary on the 17g-5 Information Provider’s website in accordance with the provisions of the Pooling and Servicing Agreement. All other information required to be delivered to the Rating Agencies pursuant to the Pooling and Servicing Agreement or requested by the Rating Agencies, will first be provided to the 17g-5 Information Provider in electronic format, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the Pooling and Servicing Agreement.

“No Downgrade Confirmation” means, with respect to any matter, confirmation in writing by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by the Rating Agency; provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the No Downgrade

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Confirmation is sought will be deemed to satisfy the requirement for the No Downgrade Confirmation from the Rating Agency with respect to such matter and the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may proceed with the contemplated action(s) as if it had received the No Downgrade Confirmation. At any time during which no Certificates are rated by a Rating Agency, no No Downgrade Confirmation will be required from that Rating Agency. With respect to any matter affecting any Serviced Companion Loan, any No Downgrade Confirmation shall also refer to the NRSROs then rating the securities representing an interest in such loan and such rating organizations’ respective ratings of such securities.

Evidence of Compliance

The Certificate Administrator, Custodian, Master Servicer and Special Servicer will be required to provide an annual certification regarding their compliance with the terms of the Pooling and Servicing Agreement. In addition, the Trustee, Certificate Administrator, Custodian, Operating Advisor, Master Servicer and Special Servicer will be required to provide an annual assessment of compliance and accountant’s attestation report regarding their compliance with the terms of the Pooling and Servicing Agreement. Notwithstanding the foregoing, the Trustee will not be required to deliver an assessment of compliance with respect to any periods during which there was no Relevant Servicing Criteria applicable to it. See “Description of the Pooling Agreements—Evidence as to Compliance” in the prospectus.

Voting Rights

At all times during the term of the Pooling and Servicing Agreement, 98% of the voting rights for the Certificates (the “Voting Rights”) shall be allocated among the holders of the respective Classes of Sequential Pay Certificates and the Loan-Specific Certificates (other than the Class X-CM-CP and Class X-CM-EXT Certificates) in proportion to the Certificate Balances of their Certificates, and 2% of the Voting Rights will be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP and Class X-CM-EXT Certificates. Voting Rights allocated to a Class of Certificateholders will be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates. No Voting Rights will be allocated to the Class V, Class R or Class LR Certificates.

At all times during the term of the Pooling and Servicing Agreement, 98% of the voting rights for the Pooled Certificates (the “Pooled Voting Rights”) will be allocated among the holders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate Balances of their Certificates, and 2% of the Voting Rights will be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X-A, Class X-B, Class X-C and Class X-D Certificates. Pooled Voting Rights allocated to a Class of Certificateholders will be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates. No Pooled Voting Rights will be allocated to the Class LR, Class R, Class V or Loan-Specific Certificates.

At all times during the term of the Pooling and Servicing Agreement, the “Courtyard by Marriott Voting Rights” will be allocated among the Classes of Certificates as follows: (a) a percentage equal to the product of (1) CM Pooled Voting Rights Percentage multiplied by (2) 98%, will be allocated among the holders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate Balances of their Certificates, (b) a percentage equal to the product of (1) CM Pooled Voting Rights Percentage multiplied by (2) 2%, will be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X-A, Class X-B, Class X-C and Class X-D Certificates, (c) a percentage equal to the product of (1) the CM Non-Pooled Voting Rights Percentage multiplied by (2) 98%, will be allocated among the holders of the respective Classes of the Loan-Specific Certificates (other than the Class X-CM-CP and Class X-CM-EXT Certificates) in proportion to the Certificate Balance of their Certificates and (d) a percentage equal to the product of (1) the CM Non-Pooled Voting Rights Percentage multiplied by (2) 2%, will be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X-CM-CP and Class X-CM-EXT Certificates.

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Courtyard by Marriott Voting Rights allocated to a Class of Certificateholders will be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates. No Courtyard by Marriott Voting Rights will be allocated to the Class LR, Class R or Class V Certificates.

“CM Non-Pooled Voting Rights Percentage” will be a fraction, expressed as a percentage, (a) the numerator of which is equal to the sum of the principal balances of the Courtyard by Marriott Non-Pooled Trust Companion Loans and (b) the denominator of which is equal to the sum of the principal balances of the Courtyard by Marriott Pooled Mortgage Loan and the Courtyard by Marriott Non-Pooled Trust Companion Loans.

“CM Pooled Voting Rights Percentage” will be a fraction, expressed as a percentage, (a) the numerator of which is equal to the principal balance of the Courtyard by Marriott Pooled Mortgage Loan and (b) the denominator of which is equal to the sum of the principal balances of the Courtyard by Marriott Pooled Mortgage Loan and the Courtyard by Marriott Non-Pooled Trust Companion Loans.

Realization Upon Mortgage Loans

If a payment default or material non-monetary default on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has occurred, then, pursuant to the Pooling and Servicing Agreement, the Special Servicer, on behalf of the Trustee, may, in accordance with the terms and provisions of the Pooling and Servicing Agreement, 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. The Special Servicer is not permitted, however, to cause the Trustee to 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 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 determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Issuing Entity) that:

(a) such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Loan Combination, the Serviced Companion Loan noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan noteholders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, and

(b) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Loan Combination, the Serviced Companion Loan noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan noteholders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.

Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the Issuing Entity will become liable for a material adverse environmental condition at the Mortgaged Property. However, there can be no assurance that the requirements of the Pooling and Servicing Agreement will effectively insulate the Issuing Entity from potential liability for a materially adverse environmental condition at any Mortgaged Property.

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If title to any Mortgaged Property is acquired by the Issuing Entity, the Special Servicer, on behalf of the Issuing Entity, will be required to sell the Mortgaged Property prior to the close of the third calendar year following the year in which the Issuing Entity acquires such Mortgaged Property, unless (i) the Internal Revenue Service grants or has not denied an extension of time to sell such property or (ii) the Trustee and the Certificate Administrator receive an opinion of independent counsel to the effect that the holding of the property by the Issuing Entity beyond such period will not result in the imposition of a tax on the Issuing Entity or cause either Trust REMIC to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to the foregoing and any other tax-related limitations, 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. If title to any Mortgaged Property is acquired by the Special Servicer on behalf of the Issuing Entity, 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 and that income from the operation or the sale of such property does not result in the receipt by the Issuing Entity of any income from non-permitted assets as described in Code Section 860F(a)(2)(B) with respect to such property. If the Issuing Entity acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Issuing Entity, generally will be required to retain an independent contractor to manage and operate such property. The independent contractor generally will be permitted to perform construction (including renovation) on an REO Property only if the construction was more than 10% completed at the time default on the related mortgage loan became imminent. The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage such Mortgaged Property as required under the Pooling and Servicing Agreement.

In general, the Special Servicer will be obligated to cause any Mortgaged Property acquired as a Serviced REO Property to be operated and managed in a manner that would, in its good faith and reasonable judgment and to the extent commercially feasible, maximize the Issuing Entity’s net after-tax proceeds from such property. Generally, the Trust REMICs will not be taxable on income received with respect to a Mortgaged Property acquired by the Issuing Entity to the extent that it constitutes “rents from real property,” within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent, if any, on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings that are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to an REO Property owned by the Trust would not constitute rents from real property, or that none of such income would qualify if a separate charge is not stated for such non-customary services or they are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Properties, such as any hotels operated on the Mortgaged Properties or 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. Any of the foregoing types of income will instead constitute “net income from foreclosure property” within the meaning of the REMIC Regulations (such tax referred to in this free writing prospectus as the “REO Tax”), which would be taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. After the Special Servicer reviews the operation of such property and consults with the Certificate Administrator to determine the Issuing Entity’s federal income tax reporting position with respect to income it is anticipated that the Issuing Entity would derive from such property, the Special Servicer could determine, pursuant to the Pooling and Servicing Agreement, that it would not be commercially feasible to manage and operate such property in a manner that would avoid the imposition of any REO Tax. The determination as to whether income from an REO Property would be subject to an REO Tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property. Any REO Tax imposed on the Issuing Entity’s income from an REO Property would reduce the amount available for distribution to Certificateholders. Certificateholders are

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advised to consult their own tax advisors regarding the possible imposition of the REO Tax in connection with the operation of commercial REO Properties by the Trust REMICs. The Special Servicer will be required to sell any REO Property acquired on behalf of the Issuing Entity within the time period and in the manner described below under “—Sale of Defaulted Mortgage Loans and Serviced REO Properties” in this free writing prospectus.

Under the Pooling and Servicing Agreement, the Special Servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the Trustee for the benefit of the Certificateholders and with respect to a Serviced Loan Combination, the Serviced Companion Loan noteholders, for the retention of revenues and insurance proceeds derived from each Serviced REO Property. The Special Servicer is required to use the funds in the REO Account to pay for the proper operation, management, maintenance and disposition of any Serviced REO Property, but only to the extent of amounts on deposit in the REO Account relate to such Serviced REO Property. To the extent that amounts in the REO Account in respect of any Serviced REO Property are insufficient to make such payments, the Master Servicer is required to make a Property Advance, unless it determines such Property Advance would be nonrecoverable. Within one business day following the end of each Collection Period, the Special Servicer is required to deposit all amounts received in respect of each Serviced REO Property during such Collection Period, net of any amounts withdrawn to make any permitted disbursements, to the Collection Account; provided that the Special Servicer may retain in the REO Account permitted reserves.

Under the Pooling and Servicing Agreement, the Certificate Administrator is required to establish and maintain an Excess Liquidation Proceeds Account, in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders. Upon the disposition of any Serviced REO Property as described above, to the extent that Liquidation Proceeds (net of related liquidation expenses of such Mortgage Loan or Serviced Loan Combination or related Serviced REO Property) exceed the amount that would have been received if a principal payment and all other amounts due with respect to such Mortgage Loan and any related Serviced Companion Loan have been paid in full on the Due Date immediately following the date on which proceeds were received (such excess being “Excess Liquidation Proceeds”), such amount will be deposited in the Excess Liquidation Proceeds Account for distribution as provided in the Pooling and Servicing Agreement.

Sale of Defaulted Mortgage Loans and Serviced REO Properties

If the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders or, in the case of a Serviced Loan Combination, Certificateholders and any holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender) to attempt to sell a Defaulted Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan as described below, the Special Servicer will be required to use reasonable efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will be reasonably likely to realize a fair price; provided, that with respect to any Non-Serviced Mortgage Loan, the Special Servicer will be entitled in its sole discretion (but not required) to sell such Non-Serviced Mortgage Loan but only (1) subject to the transfer restrictions in the related Intercreditor Agreement, (2) in accordance with the servicing standard, (3) with the consent of the Directing Holder prior to a Control Termination Event, and (4) if it determines in accordance with the Servicing Standard (taking into consideration the rights and obligations of the holder of the Non-Serviced Companion Loan and the related special servicer with respect thereto under the related Intercreditor Agreement and pooling and servicing agreement) that such action would be in the best interests of the Certificateholders. The Special Servicer is required to accept the first cash offer received from any person that constitutes a fair price for the Defaulted Mortgage Loan. If multiple offers are received during the period designated by the Special Servicer for receipt of offers, the Special Servicer is required to select the highest offer. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Holder 10 business days’ prior written notice of its intention to sell any such Defaulted Mortgage Loan. Neither the Trustee nor any of its affiliates may make an offer for or purchase any Defaulted Mortgage Loan.

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The Special Servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan if the highest offeror is a person other than an Interested Person. In determining whether any offer from a person other than an Interested Person constitutes a fair price for any Defaulted Mortgage Loan, the Special Servicer will be required to take into account (in addition to the results of any appraisal, Updated Appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.

If the highest offeror is an Interested Person, then the Trustee will be required to determine whether the cash offer constitutes a fair price. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan, the Trustee will be supplied with and will be required to rely on the most recent appraisal or Updated Appraisal conducted in accordance with the Pooling and Servicing Agreement within the preceding 9-month period or, in the absence of any such appraisal, on a narrative appraisal. The cost of any such Updated Appraisal or narrative appraisal will be covered by, and will be reimbursable as, a Property Advance. The Trustee will be permitted to retain, at the expense of the related Interested Person, an independent third party to determine such fair price and will be permitted to conclusively rely on the opinion of such third party’s determination. Any costs and fees of the Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith will be paid in advance by such Interested Person as a condition to the Trustee determining the fair price of such Defaulted Mortgage Loan. No offer from an Interested Person will constitute a fair price unless it is the highest offer received.

The Special Servicer is required to use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders and the holder of any related Serviced Companion Loan and to sell each Serviced REO Property in the same manner as with respect to a Defaulted Mortgage Loan.

Notwithstanding any of the foregoing paragraphs, the Special Servicer will not be required to accept the highest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the best interests of the Certificateholders and the holder of any related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender, and the Special Servicer may accept a lower cash offer (from any person other than itself or an Interested Person) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and the holder of any related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender.

If the 9200 & 9220 Sunset Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer will be required to sell the applicable Mortgage Loan together with the related Companion Loans as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the Pooling and Servicing Agreement.

If the Courtyard by Marriott Pooled Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer will be required to sell the applicable Mortgage Loan together with the related Companion Loans as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the Pooling and Servicing Agreement.

If the 3 Columbus Circle Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer will be required to sell the applicable Mortgage Loan together with the related Companion Loans as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the Pooling and Servicing Agreement.

If the La Gran Plaza Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer (or, on or after the La Gran Plaza Note A-1 Securitization Date, the special servicer with respect to such other securitization) will be required to sell such Mortgage Loan together with each related Pari Passu Companion Loan as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the related pooling and servicing agreement.

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If the Walgreens Portfolio Mortgage Loan becomes a Defaulted Mortgage Loan, the special servicer with respect to the WFCM 2015-LC20 Mortgage Trust securitization will be required to sell such Mortgage Loan together with the related Companion Loan(s) as notes evidencing one whole loan, in accordance with the provisions of the related Intercreditor Agreement and the related pooling and servicing agreement.

With respect to any Serviced Companion Loan, the related Serviced Companion Loan noteholder will have the right (to the extent set forth in the related intercreditor agreement) to consult with the Special Servicer in connection with the sale of the related Loan Combination as one whole loan after the related Mortgage Loan has become a Defaulted Mortgage Loan. In addition, with respect to any Non-Serviced Mortgage Loan, if such mortgage loan has become a defaulted mortgage loan under the related pooling and servicing agreement, the special servicer under the related pooling and servicing agreement will be required to sell such mortgage loan together with the related companion loan as notes evidencing one whole loan. The Controlling Class Representative (if no Control Termination Event has occurred and is continuing) will have the right (to the extent set forth in the related intercreditor agreement) to consult with the applicable special servicer in connection with such sale.

A “Defaulted Mortgage Loan” is a Mortgage Loan (including the Courtyard by Marriott Non-Pooled Trust Companion Loans) or Serviced Loan Combination that is delinquent at least 60 days in respect of its Monthly Payments or more than 60 days delinquent in respect of its balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage Loan or Serviced Loan Combination.

An “Interested Person” is the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Directing Holder, any Certificateholder, any borrower, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer or any affiliate of any of the preceding entities.

Modifications

The Pooling and Servicing Agreement will permit (a) as to Loans that are not Specially Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent if the related modification, waiver or amendment (x) constitutes a Major Decision or Special Servicer Decision or (y) relates to “due-on-sale” or “due-on-encumbrance” provisions of the applicable loan documents which, to the extent provided for in the Pooling and Servicing Agreement, are to be consented to by the Special Servicer irrespective of whether they constitute Major Decisions or Special Servicer Decisions) or (b) with respect to any Specially Serviced Loan, the Special Servicer, in each case subject to the rights of the Directing Holder and after consultation with the Operating Advisor to the extent described above under “—The Operating Advisor” in this free writing prospectus, to modify, waive or amend any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan if such modification, waiver or amendment (i) is consistent with the Servicing Standard and (ii) would not constitute a “significant modification” of such Mortgage Loan or Serviced Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (A) cause either Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon either Trust REMIC or the Issuing Entity (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)).

In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents require the Special Servicer to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for

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purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall exclude the value of personal property and going concern value, if any.

In no event, however, may the Master Servicer or the Special Servicer extend the maturity of any Mortgage Loan, Serviced Loan Combination or Specially Serviced Loan to a date occurring later than the earlier of (A)(1) other than with respect to the Courtyard by Marriott Loan Combination, five years prior to the Distribution Date in May 2048 or (2) solely with respect to the Courtyard by Marriott Loan Combination, seven years prior to the Distribution Date in April 2030, and (B) if the Mortgage Loan, Serviced Loan Combination or Specially Serviced Loan is secured solely or primarily by a ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, such space lease or air rights lease), the date 20 years prior to the expiration of the term of such ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration of such lease if the Master Servicer or the Special Servicer, as applicable, gives due consideration to the remaining term of the ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, such space lease or air rights lease) and such extension is in the best interest of the Certificateholders and if a Serviced Companion Loan is involved, the holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender) and, if no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder.

In addition, neither the Master Servicer nor the Special Servicer may permit any borrower to add or substitute any collateral for an outstanding Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation.

The consent of the Special Servicer is required to any modification, waiver or amendment with regard to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination that is not a Specially Serviced Loan (other than certain non-material modifications, waivers or amendments), and the Master Servicer will process (subject to the Special Servicer’s consent) all Major Decisions and Special Servicer Decisions for all non-Specially Serviced Loans. The Special Servicer will also be required to obtain the consent of the Directing Holder and will be required to consult with the Operating Advisor in connection with any such modification, waiver or amendment, to the extent described under “—The Directing Holder” and “—The Operating Advisor” in this free writing prospectus. With respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer’s determination to consent to or approve a request by a borrower with respect to any of the following will be subject to the Special Servicer’s consent as further described below (each of the following, a “Special Servicer Decision”):

(a) approving leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements for leases in excess of the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area at the related Mortgaged Property;

(b) approving any waiver regarding the receipt of financial statements (other than any waiver affecting the timing of receipt thereof; provided that such waiver does not involve permitting delivery of financial statements less than quarterly and more than 60 days after the end of the calendar quarter);

(c) approving annual budgets for the related Mortgaged Property that provide for (i) increases in operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (ii) payments to affiliates of the related borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);

(d) approving material rights-of-way and material easements, and consent to subordination of the related Mortgage Loan or Serviced Loan Combination to such material rights-of-way or easements;

(e) agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection with a defeasance if such proposed modification, waiver, consent or

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amendment is with respect to a (i) a waiver of a mortgage loan event of default, (ii) a modification of the type of defeasance collateral required under the Mortgage Loan or Loan Combination documents other than direct, non-callable obligations of the United States would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;

(f) in circumstances where no lender discretion is permitted other than confirming that the conditions in the applicable Mortgage Loan Documents have been satisfied, any requests to incur additional debt in accordance with the terms of the Mortgage Loan Documents;

(g) any requests for the disbursement of earnouts or holdback amounts with respect to any Specially Serviced Loan that is not otherwise a Major Decision;

(h) approving any proposed modification or waiver of any material provision in the related loan documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related borrower; and

(i) approving any casualty insurance settlements or condemnation settlements, and determining whether to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;

provided that the process for completing any such Special Servicer Decision will be as provided in the following paragraph.

The Special Servicer is also required to obtain the consent of the Directing Holder and will be required to consult with the Operating Advisor in connection with any modification, waiver or amendment with regard to any Specially Serviced Loan to the extent described under “—The Directing Holder” and “—The Operating Advisor” in this free writing prospectus. With respect to a non-Specially Serviced Loan, when the Special Servicer’s consent is required, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for any Major Decision or any Special Servicer Decision accompanied by the Master Servicer’s written recommendation and analysis and any and all information reasonably available to the Master Servicer that the Special Servicer may reasonably request to grant or withhold such consent. When the Special Servicer’s consent is required under the Pooling and Servicing Agreement, such consent will be deemed given 15 business days (or, in connection with an Acceptable Insurance Default, 90 days) after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such proposed action together with such other information reasonably required by the Special Servicer. With respect to all Specially Serviced Loans and non-Specially Serviced Loans, the Special Servicer will be required to obtain, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, the written consent of the Directing Holder, which consent will be deemed given 10 business days (or, in connection with an Acceptable Insurance Default, 30 days) after receipt (unless earlier objected to) by the Directing Holder of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Holder.

The Master Servicer or the Special Servicer, as applicable, is required to notify the Trustee, the Certificate Administrator, the Directing Holder (other than during the period when a Consultation Termination Event has occurred and is continuing), the Operating Advisor (only if a Control Termination Event has occurred and is continuing), the Depositor and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website), in writing, of any modification, waiver, material consent or amendment of any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan and the date of the modification and deliver a copy to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, material consent or amendment, promptly (and in any event within 10 business days) following the execution of the agreement.

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Any modification, extension, waiver or amendment of the payment terms of a Serviced Loan Combination will be required to be structured so as to be consistent with the allocation and payment priorities in the related Mortgage Loan Documents and intercreditor agreement, if any, such that neither the Issuing Entity as holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the related Mortgage Loan Documents and intercreditor agreement.

Any modification, waiver or amendment with respect to a Serviced Loan Combination may be subject to the consent of one or more holders of a related Serviced Companion Loan and the Special Servicer as described under “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

See also “—The Directing Holder” and “—The Operating Advisor” above in this free writing prospectus for a description of the Directing Holder’s and the Operating Advisor’s rights with respect to modifications, waivers and amendments and reviewing and approving the Asset Status Report.

Optional Termination

Any holder of Certificates representing greater than 50% of the Percentage Interest of the then Controlling Class, and, if such holder does not exercise its option, the Special Servicer and, if the Special Servicer does not exercise its option, the Master Servicer, will have the option to purchase all of the Mortgage Loans and the Courtyard by Marriott Non-Pooled Trust Companion Loans and all property acquired in respect of any Mortgage Loan and the Courtyard by Marriott Portfolio Non-Pooled Trust Companion Loans remaining in the Issuing Entity, and thereby effect termination of the Issuing Entity and early retirement of the then outstanding Certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and the Courtyard by Marriott Non-Pooled Trust Companion Loans remaining in the Issuing Entity is less than 1.0% of the aggregate principal balance of all of the Mortgage Loans and the Courtyard by Marriott Non-Pooled Trust Companion Loans as of the Cut-off Date. Any such party may be an affiliate of the Sponsor, Depositor, Issuing Entity or other related party at the time it exercises such right. The purchase price payable upon the exercise of such option on such a Distribution Date will be an amount equal to the sum of, without duplication, (A) 100% of the outstanding principal balance of each Mortgage Loan and each Courtyard by Marriott Non-Pooled Trust Companion Loan included in the Issuing Entity as of the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of principal); (B) the fair market value of all other property included in the Issuing Entity as of the last day of the month preceding such Distribution Date, as determined by an independent appraiser as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date; (C) all unpaid interest accrued on the outstanding principal balance of each Mortgage Loan and each Courtyard by Marriott Non-Pooled Trust Companion Loan (including any Mortgage Loan and any Courtyard by Marriott Non-Pooled Trust Companion Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of interest); and (D) unreimbursed Advances (with interest thereon), unpaid Servicing Fees and other servicing compensation, Trustee/Certificate Administrator Fees, CREFC® License Fees, Operating Advisor Fees, and unpaid expenses of and indemnity amounts owed by the Issuing Entity. The Issuing Entity may also be terminated in connection with an exchange by the Sole Certificateholder of all the then outstanding Certificates (excluding the Class V, Class R and Class LR Certificates), but including the Loan-Specific Certificates); if (1) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class X-A, Class X-B, Class B, Class C and Class D Certificates are no longer outstanding and (2) the Sole Certificateholder compensates the Certificate Administrator for the amount of investment income the Certificate Administrator would have earned if the outstanding Certificate Balance of the then outstanding Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR Certificates) were on deposit with the Certificate Administrator as of the first day of the current calendar month and (3) the Sole Certificateholder pays to the Master Servicer an amount equal to (i) the product of (a) the Prime Rate, (b) the aggregate Certificate Balance of the then outstanding Certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class V, Class R and Class LR Certificates) as of the date of the exchange and (c) three, divided by (ii) 360, for the Mortgage Loans (including the Courtyard by Marriott Portfolio Non-Pooled Trust Companion Loans) and

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any REO Properties remaining in the Issuing Entity. If the Sole Certificateholder has taken only an assignment of the Voting Rights of the Class X-C or Class X-D Certificates, the holders of the Class X-C, Class X-D, Class X-CM-CP or Class X-CM-EXT Certificates will be entitled to receive a cash payment in consideration for an exchange of their Certificates. Following such termination, no further amount shall be payable on the Certificates, regardless of whether any recoveries are received on the REO Properties. Notice of any such termination is required to be given promptly by the Certificate Administrator by letter to the Certificateholders with a copy to the Master Servicer, the Special Servicer, the Operating Advisor, the Mortgage Loan Sellers, the Trustee and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). Notice to the Certificateholders will be given at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days, prior to the anticipated termination date. With respect to any book-entry Certificates, such notice will be mailed to DTC and beneficial owners of Certificates will be notified to the extent provided in the procedures of DTC and its participants.

“Sole Certificateholder” is any Certificateholder (or Certificateholders, provided they act in unanimity) holding 100% of the then outstanding Certificates including the Loan-Specific Certificates (including Certificates with Certificate Balances that have been actually or notionally reduced by any Realized Losses or Appraisal Reduction Amounts, but excluding the Class V, Class R and Class LR Certificates) or an assignment of the Voting Rights thereof; provided, that the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Certificates have been reduced to zero; provided, further, that if the Certificateholders of the Class X-C, Class X-D, Class X-CM-CP and Class X-CM-EXT Certificates have assigned all of the Voting Rights of the Class X-C, Class X-D, Class X-CM-CP and Class X-CM-EXT Certificates to the Holder of 100% of the then outstanding Class E, Class F and Class G Certificates, then “Sole Certificateholder” means the Certificateholder of 100% of the Class E, Class F and Class G Certificates.

Servicing Compensation and Payment of Expenses

Pursuant to the Pooling and Servicing Agreement, the Master Servicer will be entitled to withdraw the Master Servicing Fee for the Mortgage Loans and Serviced Companion Loans from the Collection Account (and with respect to each Serviced Loan Combination, the related separate custodial account). The “Master Servicing Fee” will be payable monthly and will accrue at a rate per annum (the “Master Servicing Fee Rate”) that is a component of the Servicing Fee Rate. The “Servicing Fee” will be payable monthly and will accrue at a percentage rate per annum (the “Servicing Fee Rate”) equal to the Administrative Fee Rate set forth on Annex A-1 to this free writing prospectus under the heading “Administrative Fee Rate,” less the Trustee/Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and the CREFC® License Fee Rate, for each Mortgage Loan and Courtyard by Marriott Non-Pooled Trust Companion Loan and will include the Master Servicing Fee and any fee for primary servicing functions payable to the Master Servicer or the applicable primary servicer. The Servicing Fee will be retained by the Master Servicer from payments and collections (including insurance proceeds, condemnation proceeds and liquidation proceeds) in respect of each Mortgage Loan, and to the extent any Servicing Fee remains unpaid at the liquidation of the related Mortgage Loan, from general collections in the Collection Account.

The Master Servicer will also be entitled to retain as additional servicing compensation for the Mortgage Loans that it is servicing (together with the Master Servicing Fee, “Servicing Compensation”) (i) all investment income earned on amounts on deposit in the Collection Account with respect to the Mortgage Loans that it is servicing (and with respect to each Serviced Loan Combination, the related separate custodial account) and certain Reserve Accounts (to the extent consistent with the related Mortgage Loan Documents); (ii) to the extent permitted by applicable law and the related Mortgage Loan Documents, 100% of any Modification Fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans (50% where consent of the Special Servicer is required), 100% of any defeasance fees (provided, however, that 50% of the portion of any fees payable solely in connection with certain modifications, waivers, consents or amendments in connection with defeasance transactions where the Special Servicer’s consent is required under the Pooling and Servicing Agreement will be required to be paid by the Master Servicer to the Special Servicer), 100% of

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assumption fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans (50% where the consent of the Special Servicer is required), 100% of any and all demand fees, beneficiary statement charges, and other usual and customary charges and fees (but not including Prepayment Premiums or Yield Maintenance Charges) on all Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans (50% where the consent of the Special Servicer is required), 100% of assumption application fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans; (iii) Net Prepayment Interest Excess, if any; (iv) 100% of charges for checks returned for insufficient funds (with respect to any Mortgage Loan or Specially Serviced Loan); (v) Net Default Interest and any late payment fees that accrued during a Collection Period on any Mortgage Loans (and the related Serviced Companion Loans, if applicable) that are not Specially Serviced Loans to the extent collected by the Issuing Entity and remaining after application thereof to reimburse interest on Advances with respect to such Mortgage Loan and to reimburse the Issuing Entity for certain expenses of the Issuing Entity relating to such Mortgage Loan; and (vi) 50% of all fees paid in connection with any Major Decision or any Special Servicer Decision for a non-Specially Serviced Loan and 0% of any fee paid in connection with any Major Decision or any Special Servicer Decision for a Specially Serviced Loan. In addition, provided that a Non-Serviced Mortgage Loan is not in special servicing, the Master Servicer will be entitled to any Net Default Interest and any late payment fees collected by the servicer servicing the Non-Serviced Mortgage Loan that are allocated to the Non-Serviced Mortgage Loan (but only if and to the extent such amounts are not payable to the servicer that is servicing the Non-Serviced Mortgage Loan pursuant to the terms of the related pooling and servicing agreement and any related intercreditor agreement) in accordance with the related intercreditor agreement and the related servicing agreement during a collection period remaining after application thereof to reimburse interest on P&I Advances on such Non-Serviced Mortgage Loan and to reimburse the Issuing Entity for certain expenses of the Issuing Entity with respect to such Non-Serviced Mortgage Loan, if applicable, as provided in the Pooling and Servicing Agreement. The Master Servicer will not be entitled to the amounts specified in clauses (ii) and (iv) of this paragraph with respect to a Non-Serviced Mortgage Loan. If a Mortgage Loan is a Specially Serviced Loan, the Special Servicer will be entitled to the full amount of any and all Modification Fees, or assumption fees or any other fees, as described below under “—Special Servicing.”

If the Master Servicer resigns or is terminated as the Master Servicer, then it will be entitled to retain the related excess servicing strip, except to the extent that any portion of such excess servicing strip is needed to compensate any replacement Master Servicer for assuming the duties of the Master Servicer, as the Master Servicer under the Pooling and Servicing Agreement. In the event that the Master Servicer resigns or is terminated as a primary servicer, it will be entitled to retain its primary servicing fee with respect to those underlying mortgage loans for which it is primary servicer, except to the extent that any such portion of such primary servicing fee is needed to compensate any replacement primary servicer for assuming the duties of the Master Servicer as a primary servicer under the Pooling and Servicing Agreement. The initial Master Servicer will be entitled to transfer any such excess servicing strip and/or primary servicing fees that may be retained by it in connection with its resignation or termination.

In connection with the Master Servicer Prepayment Interest Shortfall Amount, the Master Servicer will be obligated to reduce its Servicing Compensation as provided in this free writing prospectus under “Description of the Offered Certificates—Distributions—Prepayment Interest Shortfalls.”

The Master Servicer will pay all of its overhead expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement to the extent and as described in the Pooling and Servicing Agreement). The Certificate Administrator will withdraw monthly from the Distribution Account the Trustee/Certificate Administrator Fee payable to the Trustee and the Certificate Administrator, as well as any other amounts due and owing to the Certificate Administrator or the Trustee, as the case may be, from the Issuing Entity.

Special Servicing

The Special Servicer. For a description of the Special Servicer, see “The Servicers—The Special Servicer” in this free writing prospectus.

366

Servicing Transfer Event. The duties of the Special Servicer relate to Specially Serviced Loans and to any Serviced REO Property. The Pooling and Servicing Agreement will define a “Specially Serviced Loan”, and such term is defined in this free writing prospectus, to include any Mortgage Loan or Serviced Companion Loan with respect to which:

(i) either (x) with respect to any Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall have occurred on such Mortgage Loan or Serviced Companion Loan at its maturity date or, if the maturity date of such Mortgage Loan or Serviced Companion Loan has been extended in accordance with the Pooling and Servicing Agreement, a payment default occurs on such Mortgage Loan or Serviced Companion Loan at its extended maturity date or (y) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related balloon payment; provided, that if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing) within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Companion Loan and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, a Servicing Transfer Event will not occur until 60 days beyond the related maturity date, unless extended by the Special Servicer in accordance with the Mortgage Loan Documents, the Pooling and Servicing Agreement and any related Intercreditor Agreement; and provided, further, if the related borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Companion Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related maturity date or extended maturity date and (2) the termination of the refinancing commitment;

(ii) any Monthly Payment (other than a balloon payment) or any amount due on a monthly basis as an escrow payment or reserve funds, is 60 days or more delinquent;

(iii) the Master Servicer or the Special Servicer (and, in the case of a determination by the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Loan Combination, in consultation with the related Serviced Companion Loan noteholders to the extent provided for in the related intercreditor agreement) determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Companion Loan, is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured by the related borrower within 60 days or, except as provided in clause (i)(y) above, in the case of a balloon payment, for at least 30 days;

(iv) the related borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs;

367

(v) the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower of or relating to all or substantially all of its property;

(vi) the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations;

(vii) a default, of which the Master Servicer or the Special Servicer has notice (other than a failure by such related borrower to pay principal or interest) and that in the opinion of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Loan Combination, in consultation with the related Serviced Companion Loan noteholders to the extent provided for in the related Intercreditor Agreement) materially and adversely affects the interests of the Certificateholders or any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified for those defaults which are capable of cure, 60 days); or

(viii) the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property (each of clause (i) through (viii), a “Servicing Transfer Event”).

With respect to each Non-Serviced Loan Combination, if a “servicing transfer event” (or an equivalent event) exists with respect to the related Non-Serviced Companion Loan under the related servicing agreement, then a servicing transfer event under such related servicing agreement will also be deemed to exist with respect to the related Non-Serviced Mortgage Loan. If a Servicing Transfer Event exists with respect to a Mortgage Loan included in a Serviced Loan Combination, then it will also be deemed to exist with respect to the related Serviced Companion Loan. The Loan Combinations are intended to always be serviced or specially serviced, as the case may be, together.

A Mortgage Loan or Serviced Loan Combination will cease to be a Specially Serviced Loan (each, a “Corrected Mortgage Loan”) (A) with respect to the circumstances described in clauses (i) and (ii) above, when the borrower thereunder has brought the Mortgage Loan or Serviced Companion Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Mortgage Loan or Serviced Companion Loan, (B) with respect to the circumstances described in clause (iii), (iv), (v), (vi) and (viii) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer or (C) with respect to the circumstances described in clause (vii) above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Mortgage Loan or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan.

Asset Status Report. The Special Servicer will prepare a report (the “Asset Status Report”) for each Mortgage Loan and each Serviced Loan Combination that becomes a Specially Serviced Loan not later than 30 days after the servicing of such Mortgage Loan or such Serviced Loan Combination is transferred to the Special Servicer. Each Asset Status Report will be delivered to the Master Servicer, the Directing Holder (only for so long as no Consultation Termination Event has occurred and is continuing), the Operating Advisor (but only if a Control Termination Event has occurred and is continuing), the Controlling Class Representative (only in the case of an Asset Status Report relating to the Courtyard by Marriott Pooled Mortgage Loan, and only for so long as no Consultation Termination Event has occurred and is continuing) and the 17g-5 Information Provider (who will be required to promptly post such report to the 17g-5 Information Provider’s website), in the case of each Serviced Loan Combination, the holder of the related Serviced Companion Loan, and upon request, the Underwriters.

368

A-3-2

ANNEX B

DESCRIPTION OF THE TOP 20 MORTGAGE LOANS

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

B-2

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

B-3

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

Mortgage Loan Information
Loan Seller(1):	GACC / JLC
Loan Purpose:	Refinance
Sponsor:	Simon Mani; Daniel Mani
Borrower:	Mani Brothers 9200 Sunset (DE), LLC
Original Balance(2):	$120,000,000
Cut-off Date Balance(2):	$120,000,000
% by Initial UPB:	8.8%
Interest Rate:	3.9850%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	January 6, 2025
Amortization:	Interest Only
Additional Debt(2):	$90,000,000 Pari Passu Debt;
Call Protection(3):	L(25), D(88), O(4)
Lockbox / Cash Management:	Soft, Springing Hard / Springing

Reserves(4)
	Initial	Monthly
Taxes:	$450,000	$154,740
Insurance:	$51,000	$9,000
Replacement:	$0	$6,608
TI/LC:	$0	$26,431
Free Rent:	$501,964	NAP

Financial Information(5)
Cut-off Date Balance / Sq. Ft.:	$662
Balloon Balance / Sq. Ft.:	$662
Cut-off Date LTV:	60.9%
Balloon LTV:	60.9%
Underwritten NOI DSCR:	2.26x
Underwritten NCF DSCR:	2.21x
Underwritten NOI Debt Yield:	9.1%
Underwritten NCF Debt Yield:	8.9%
Underwritten NOI Debt Yield at Balloon:	9.1%
Underwritten NCF Debt Yield at Balloon:	8.9%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral:	Fee Simple
Location:	West Hollywood, CA
Year Built / Renovated:	1964, 1971 / 2001-2002, 2009
Total Sq. Ft.:	317,171
Property Management:	Mani Brothers, LLC
Underwritten NOI(6):	$19,172,673
Underwritten NCF:	$18,776,209
Appraised Value:	$345,000,000
Appraisal Date:	January 27, 2015

Historical NOI
2014 NOI:		$16,278,907 (December 31, 2014)
2013 NOI:		$15,139,176 (December 31, 2013)
2012 NOI:		$14,157,915 (December 31, 2012)
2011 NOI:		$13,191,955 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:		92.0% (April 1, 2015)
2014 Occupancy		91.0% (December 31, 2014)
2013 Occupancy:		86.0% (December 31, 2013)
2012 Occupancy:		86.0% (December 31, 2012)
2011 Occupancy:		84.0% (December 31, 2011)

(1)	The 9200 & 9220 Sunset Loan was originated by JLC and an $80,000,000 note (Note A-2) was subsequently purchased by GACC.

(2)

The 9200 & 9220 Sunset Loan Combination (the “9200 & 9220 Sunset Loan Combination”) is evidenced by three pari passu notes in the aggregate principal amount of $210.0 million. The controlling Note A-2 and pari passu Note A-3, with an aggregate principal balance of $120.0 million, will be included in the trust. The pari passu companion loan is comprised of the non-controlling Note A-1, with an aggregate original principal amount of $90.0 million, which is expected to be included in a future securitization.

(3)

The lockout period will be at least 25 payments beginning with and including the first payment date of May 6, 2015. Defeasance of the full $210 million 9200 & 9220 Sunset 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 companion loan and (ii) October 6, 2018.

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

(5)	DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate 9200 & 9220 Sunset Loan Combination.

(6)

The increase in underwritten NOI from 2014 NOI is primarily the result of the following: (i) the annualized amount of contractual annual rent steps for existing tenants that occurred in 2014 as the 2014 gross potential rent is a cash basis TTM figure, (ii) the 2014 NOI excludes rent abatements that occurred in 2014 totaling approximately $413,265 (and the borrower reserved approximately $501,964 at loan closing for abatements that occur in 2015), (iii) contractual rent steps for tenants occurring in January 2015 through May 2015 which are now in-place, (iv) underwritten contractual rent steps through May 2016, and (v) net new leasing (lost rental revenue from vacating tenants plus rental revenue from seven new or renewed leases). Combined, the resulting increase is equal to $2,898,702. Deducting this figure from UW gross potential rent of $19,020,713 equates to the 2014 gross potential rent amount of $16,122,011.

B-4

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

The Loan. The 9200 & 9220 Sunset loan (the “9200 & 9220 Sunset Loan”) consists of the controlling Note A-2 and pasi passu Note A-3 in the aggregate original principal amount of $120.0 million of a fixed rate whole loan in the aggregate principal amount of $210.0 million (the “9200 & 9220 Sunset Loan Combination”)..The 9200 & 9220 Sunset Loan Combination is secured by the borrower’s fee simple interest in a two-building, 14-story, 317,171 sq. ft. Class A office building, which includes 36,252 sq. ft. of retail located at 9200 & 9220 West Sunset Boulevard in West Hollywood, California (the “9200 & 9220 Sunset Property”) and is comprised of three pari passu notes. Only the $80.0 million Note A-2 and the $40.0 million Note A-3 will be included in the COMM 2015-CCRE23 trust. The non-controlling Note A-1, with an original principal balance of $90.0 million is currently held by JLC and is expected to be included in a future securitization. The 9200 & 9220 Sunset Loan has an approximately a 10-year term and requires interest only payments for the term of the loan. The 9200 & 9220 Sunset Loan accrues interest at a fixed rate equal to 3.9850% and has a cut-off date balance of $120.0 million. Proceeds of the 9200 & 9220 Sunset Loan Combination were used to retire existing debt of approximately $135.0 million, cover closing costs, pay reserves, pay defeasance costs of approximately $14.6 million and return approximately $57.4 million of equity to the borrower. Based on the appraised value of $345.0 million as of January 27, 2015, the cut-off date LTV is 60.9%. The most recent prior financing of the 9200 & 9220 Sunset Property was included in the GSMS 2007-GG10 securitization.

The relationship between the holders of Note A-1, Note A-2 and Note A-3 will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – Loan Combinations – The 9200 & 9220 Sunset Loan Combination” in the accompanying Free Writing Prospectus.

Pari Passu Note Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-2, A-3	$120,000,000	$120,000,000	COMM 2015-CCRE23	Yes
Note A-1	$90,000,000	$90,000,000	JLC	No
Total	$210,000,000	$210,000,000

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$210,000,000	100.0%	Loan Payoff	$135,000,000	64.3%
			Reserves	$1,002,964	0.5%
			Closing Costs	$2,002,143	1.0%
			Defeasance Costs	$14,606,579	7.0%
			Return of Equity	$57,388,315	27.3%
Total Sources	$210,000,000	100.0%	Total Uses	$210,000,000	100.0%

The Borrower / Sponsor. The borrower, Mani Brothers 9200 Sunset (DE), LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors in its organizational structure. The sponsors of the borrower and the non-recourse carveout guarantors are Simon Mani and Daniel Mani on a joint and several basis.

Simon and Daniel Mani own Mani Brothers Real Estate Group, a full service real estate investment company focused in the greater Los Angeles area. The sponsors’ portfolio of class A Southern California office buildings totals 1.3 million sq. ft. (inclusive of the 9200 & 9220 Sunset Property).

The Property. The 9200 & 9220 Sunset Property consists of two office buildings: (i) 9200 West Sunset Boulevard: a 14-story, 265,228 sq. ft. office building built in 1971 and renovated from 2001 to 2002 and (ii) 9220 West Sunset Boulevard: a 3-story, 51,943 sq. ft. office building built in 1964 and renovated in 2009. The 9200 & 9220 Sunset Property consists of primarily office space with 36,252 sq. ft. of retail space and offers spaces ranging up to full floors totaling over 20,000 sq. ft. with each space having floor to ceiling windows. The column free floor design allows for various tenant layouts and the lobby connects the two buildings and provides 24-hour security. The 9200 & 9220 Sunset Property offers unobstructed panoramic views of Beverly Hills and West Hollywood from the penthouse. The retail component consists of ground floor space leased and occupied by the BOA Steakhouse, Comerica Bank and Citrus on Sunset and the penthouse retail space is leased and occupied by SoHo House. Floors two through 13 are occupied by office tenants. According to the borrower, in the last eight years approximately $14.8 million was spent on capital improvements, including the conversion of the penthouse from the prior owner’s personal residence to 21,625 sq. ft. of income-producing, leasable retail space (2007), the enclosure of the outdoor ground floor patio area into 13,349 sq. ft. of income-producing, leasable, street-level retail space (2007), the enclosure of the parking garage (2007), restroom and elevator improvements (2007), an exterior re-cladding of the 9200 & 9220 Sunset Property (2008) and the construction of an atrium lobby (2008).

B-5

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

As of April 1, 2015, the 9200 & 9220 Sunset Property was 92.0% leased by 65 tenants representing the entertainment, music, legal, financial services, media, artist and technology sectors. The three largest tenants at the 9200 & 9220 Sunset Property occupy a total of 21.1% of the total net rentable area (“NRA”) and account for 24.7% of underwritten base revenue. The largest tenant, Mosaic Media Group, occupies 23,825 sq. ft., or 7.5% of total NRA, and accounts for 7.6% of underwritten base rent. The second largest tenant, SoHo House, occupies 21,625 sq. ft. or 6.8% of total NRA, and accounts for 10.1% of underwritten base rent. The third largest tenant, S&F Management Company, occupies 21,565 sq. ft., or 6.8% of total NRA, and accounts for 7.0% of underwritten base rent. No other tenant at the 9200 & 9220 Sunset Property occupies greater than 3.6% of total NRA or accounts for greater than 3.6% of underwritten base rent.

Environmental Matters. The Phase I environmental report dated February 9, 2015 recommended no further action.

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
Office Tenants
Mosaic Media Group	NR/NR/NR	23,825	7.5%	$61.00	7.6%	8/31/2018
S&F Management Company(1)	NR/NR/NR	21,565	6.8%	$61.91	7.0%	3/31/2021
Abrams Artists & Associates(1)(2)	NR/NR/NR	11,451	3.6%	$60.01	3.6%	1/31/2016
Platinum Financial(1)	NR/NR/NR	10,939	3.4%	$53.43	3.1%	11/30/2017
Lichter Grossman Nichols Adler(1)	NR/NR/NR	10,378	3.3%	$63.65	3.5%	6/30/2021
Bad Boy Films(1)	NR/NR/NR	9,575	3.0%	$57.85	2.9%	4/30/2019
Spotify USA Inc.(1)	NR/NR/NR	8,744	2.8%	$64.89	3.0%	3/31/2025
Rodeo Realty(1)	NR/NR/NR	8,706	2.7%	$54.75	2.5%	12/31/2018
Total Major Office Tenants		105,183	33.2%	$60.07	33.2%
Remaining Office Tenants		150,304	47.4%	$65.18	51.5%
Total Occupied Office Tenants		255,487	80.6%	$63.08	84.7%
Vacant Office		25,432	8.0%
Total Office		280,919	88.6%

Retail Tenants
SoHo House(3)(4)		21,625	6.8%	$88.42	10.1%	Various
BOA Steakhouse(1)(4)		8,979	2.8%	$66.29	3.1%	3/31/2019
Remaining Retail Tenants		5,648	1.8%	$70.57	2.1%	Various
Total Retail		36,252	11.4%	$80.16	15.3%

Total		317,171	100.0%

(1)

S&F Management Company has one, five-year extension option remaining. Abrams Artists & Associates has one, five-year extension option remaining. Platinum Financial has two, five-year extension options remaining. Lichter Grossman Nichols Adler has one, three or five-year extension option remaining and can terminate its lease, effective December 31, 2016, with written notice no later than June 30, 2016. Bad Boy Films has one, five-year extension option remaining. Spofity USA Inc. has one, five-year extension option remaining. Rodeo Realty has one, five-year extension option remaining. BOA Steakhouse has two, five-year extension options remaining.

(2)

Abrams Artists & Associates has one month of free rent in July 2015. Reserves in the amount of $501,964 were established on the closing date of the mortgage loan for all outstanding free rent due to signed tenants, which amount includes the base rent due during Abrams Artists and Associates’ free rent period.

(3)	SoHo House occupies five spaces with staggered lease expirations. 2,860 sq. ft. (13.2% of SoHo House sq. ft.) expires in June 2017, 16,036 sq. ft. (74.2% of SoHo House sq. ft.) expires in February 2025 and 2,729 sq. ft. (12.6% of SoHo House sq. ft.) expires in July 2025.

(4)	SoHo House and BOA Steakhouse each contribute percentage rent in addition to base rent.

B-6

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

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
2015	9	22,351	7.0%	22,351	7.0%	$61.20	7.2%	7.2%
2016	6	22,902	7.2%	45,253	14.3%	$62.52	7.5%	14.7%
2017	8	35,901	11.3%	81,154	25.6%	$59.44	11.2%	25.9%
2018	14	62,282	19.6%	143,436	45.2%	$62.81	20.6%	46.5%
2019	11	43,125	13.6%	186,561	58.8%	$63.68	14.4%	60.9%
2020	11	26,661	8.4%	213,222	67.2%	$71.69	10.0%	70.9%
2021	3	31,943	10.1%	245,165	77.3%	$62.48	10.5%	81.5%
2022	0	0	0.0%	245,165	77.3%	$0.00	0.0%	81.5%
2023	2	7,092	2.2%	252,257	79.5%	$64.58	2.4%	83.9%
2024	0	0	0.0%	252,257	79.5%	$0.00	0.0%	83.9%
2025	7	36,518	11.5%	288,775	91.0%	$80.65	15.5%	99.4%
Thereafter	1	2,964	0.9%	291,739	92.0%	$40.20	0.6%	100.0%
Vacant	NAP	25,432	8.0%	317,171	100.0%	NAP	NAP
Total / Wtd. Avg.	72	317,171	100.0%			$65.20	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.

Recent Leasing Activity(1)
Tenant	New / Renewal / Relocation / Expansion	Net Rentable Area	Lease/Renewal Start Date	Term (years)	Base Rent PSF	Annual Rent
Suite 225: Mosaic Media Group	New / Expansion	2,613	12/9/2014	3.7	$60.00	$156,780
Suite 300: Bad Boys Films	New	9,575	5/1/2014	5	$55.89	$535,147
Suites 425 & 430: Spotify USA Inc.	New	8,744	9/1/2014	10.6	$63.00	$550,872
Suite 112: Telemus Capital, LLC	New	4,957	9/30/2014	5.2	$64.20	$318,239
Suite 520: Treehouse Pictures, LLC	New / Relocation	4,638	6/30/2014	5	$63.00	$292,194
Suite PH2: Jrudes Holdings LLC	New	3,655	10/31/2014	10.2	$73.20	$267,546
Suite 300:Resurgent Film Group	New	2,483	2/1/2015	5	$65.40	$162,388
Suite 1212: Robin McGraw	New	2,172	3/1/2014	2.2	$68.04	$147,783
Suite 407: Gerard Butler Alan Siegel Entertainment	New	1,984	8/31/2014	6	$63.00	$124,992
Suite 1200: Lichter Grossman Nichols Adler	Renewal	10,378	6/30/2014	7	$61.80	$641,360
Suite 404: Unique Features	Renewal	2,487	12/1/2014	3	$64.12	$159,460
Suite 310: Pat Boone Enterprise, Inc.	Renewal	2,386	3/1/2014	3	$56.68	$134,995
Suite 525: Dennis A. Roach	Renewal	1,694	5/1/2014	5	$64.89	$109,924
Suite 309: Mitchell Management	Renewal	1,502	5/23/2014	1.1	$59.92	$90,000
Total		59,268				$3,691,680

(1)	Based on a rent roll dated April 1, 2015.

B-7

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

Major Tenants.

Mosaic Media Group (23,825 sq. ft.; 7.5% of NRA; 7.6% of U/W Base Rent) Mosaic Media Group is a talent management firm and production company that provides a meeting place for graphic designers, programmers and other marketing professionals. Clients include Ellen DeGeneres, Jim Carrey and Will Ferrell. The company was founded in 2008, when it took occupancy at the 9200 & 9220 Sunset Property, expanded in 2009 and expanded for a second time in December 2014. Mosaic Media Group is subject to a lease that is due to expire in August 2018.

SoHo House (21,625 sq. ft.; 6.8% of NRA; 10.1% of U/W Base Rent) SoHo House occupies five separate spaces at the 9200 & 9220 Sunset Property with staggered lease expirations: 2,860 sq. ft. (13.2% of SoHo House sq. ft.) expires in June 2017, 16,036 sq. ft. (74.2% of SoHo House sq. ft.) expires in February 2025 and 2,729 sq. ft. (12.6% of SoHo House sq. ft.) expires in July 2025. According to the borrower, upon its completion of the penthouse conversion in 2007, the SoHo House tenant subsequently invested approximately $15.0 million of its own capital to complete the installation of its second U.S. location, representing its west coast flagship location. The SoHo House has a private member’s elevator to the penthouse space and open-air patio space with unobstructed panoramic views of Los Angeles and Hollywood Hills. The SoHo House was founded in 1995, currently operates 13 locations worldwide (four in the U.S.) and reported 3,653 members worldwide as of the year end 2013 period. A summary of historical sales and percentage rent for the SoHo House is presented below.

BOA Steakhouse (8,979 sq. ft.; 2.8% of NRA; 3.1% of U/W Base Rent) BOA Steakhouse is a modern-day steakhouse owned by the Innovative Dining Group (“IDG”). IDG also owns Sushi Roku, RivaBella, Katana and other area restaurants. The restaurant features various steaks and chops of prime Omaha beef, poultry, seafood, an extensive cocktail menu and an award-winning wine list. A summary of historical sales and percentage rent for BOA Steakhouse is presented below. At lease expiration, BOA Steakhouse will have two, five-year extension options remaining.

Historical Sales and Occupancy Costs.

Historical Sales and Occupancy Costs(1)
	2011			2012			2013			2014
	Annual Sales	PSF	Occ. Costs %(2)	Annual Sales	PSF	Occ. Costs %(2)	Annual Sales	PSF	Occ. Costs %(2)	Annual Sales	PSF	Occ. Costs %(2)
SoHo House	$19,994,788	$925	9.6%	$20,727,485	$958	9.5%	$23,076,549	$1,067	9.0%	$24,485,318	$1,132	8.6%
BOA Steakhouse	$13,303,855	$1,482	4.8%	$14,277,020	$1,590	4.7%	$14,074,125	$1,567	4.9%	$15,056,230	$1,677	4.8%

(1)	Based on historical sales provided by each tenant.

(2)	Occ. Costs % are calculated based off total underwritten rent (including reimbursements), applied consistently historically for illustrative purposes.

Historical Percentage Rent.

Historical Percentage Rent(1)
	2011		2012		2013		2014(2)
	Annual Rent	% Rent PSF	Annual Rent	% Rent PSF	Annual Rent	% Rent PSF	Annual Rent	% Rent PSF
SoHo House	$799,479	$37	$872,749	$40	$1,107,655	$51	$1,248,532	$58
BOA Steakhouse	$267,032	$30	$275,314	$31	$255,700	$28	$294,222	$33

(1)

Based on historical operating statements.

(2)

The actual percentage rent from 2014 was used for underwritten percentage rent.

The Market. The 9200 & 9220 Sunset Property is located within the West Los Angeles market. As of the first quarter 2015, the West Los Angeles office market contained 2,484 properties totaling approximately 75.4 million sq. ft. with an overall vacancy rate of 10.3%. Quoted rates for the market are $45.23 full service gross. The overall vacancy within the West Hollywood office market vacancy is skewed due to the delivery of Red Building East and West in 2013 totaling 423,665 sq. ft., which has been slow to absorb and is currently 10.9% occupied. As of the first quarter 2015, the West Los Angeles retail submarket contained 638 properties totaling approximately 4.6 million sq. ft. with an overall vacancy rate of 2.8%. The appraiser concluded occupancy of 92.5% and concluded $90.00 PSF NNN for both the ground floor retail and penthouse retail components of the 9200 & 9220 Sunset Property, $67.80 PSF full service gross for the office component of 9200 West Sunset Boulevard and $64.20 PSF full service gross for the office component of 9220 West Sunset Boulevard. The appraiser also assumed that the $90.00 PSF NNN retail market rental rate would also typically include market standard percentage rent in addition to base rent.

B-8

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

Historical and Current Occupancy.

Historical and Current Occupancy
2010	2011	2012	2013	2014	Most Recent(1)
89.8%	84.0%	86.0%	86.0%	91.0%	92.0%

(1)	Based on a rent roll dated April 1, 2015.

The appraiser analyzed a set of seven comparable properties within the immediate competitive area of the 9200 & 9220 Sunset Property. The chart below summarizes the competitive set as determined by the appraisal.

Competitive Set(1)
Building	Location	Year Built	Total GLA	Occupancy	Parking/1,000 Sq. Ft.
9200 & 9220 Sunset Property	9200 & 9220 West Sunset Boulevard, West Hollywood, CA	1964,1971	317,171(2)	92%(2)	2.3
9000 Sunset	9000 Sunset Boulevard, West Hollywood, CA	1964	139,350	94%	3
Sunset Doheny Towers	9255 Sunset Boulevard, West Hollywood, CA	1961	240,000	94%	3
Sun America Center	1999 Avenue of the Stars, Los Angeles, CA	1990	824,106	77%	3
9595 Wilshire Boulevard	9595 Wilshire Boulevard, Beverly Hills, CA	1972	163,624	98%	3
Wilshire Beverly	9465 Wilshire Boulevard, Beverly Hills, CA	1963	186,269	86%	2.5
9601 Wilshire	9601 Wilshire Boulevard, Beverly Hills, CA	1962	302,423	100%	3
100 Wilshire	100 Wilshire Boulevard, Santa Monica, CA	1971	247,225	99%	2.6

(1)	Source: Appraisal.

(2)	Based on rent roll dated April 1, 2015.

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	2014	U/W	U/W PSF
Base Rent	$13,689,045	$14,376,061	$15,222,477	$16,122,011	$18,725,358	$59.04
Base Rent Steps	0	0	0	0	499,333	1.57
Mark-to-Market Adjustments	0	0	0	0	(203,979)	(0.64)
Gross Potential Rent	$13,689,045	$14,376,061	$15,222,477	$16,122,011	$19,020,713	$59.97
Total Recoveries	810,710	782,096	810,831	793,176	1,029,626	3.25
Total % Rents(1)	969,805	1,213,395	1,230,306	1,542,754	1,542,754	4.86
Parking Income	3,338,330	3,585,804	3,991,182	4,011,719	4,011,719	12.65
Other Income	61,323	50,709	47,715	301,590	338,143	1.07
Less: Vacancy(2)	0	0	0	0	0	0
Effective Gross Income	$18,869,213	$20,008,065	$21,302,511	$22,771,250	$25,942,955	$81.79
Total Operating Expenses	5,677,258	5,850,150	6,163,335	6,492,343	6,770,282	21.35
Net Operating Income(3)	$13,191,955	$14,157,915	$15,139,176	$16,278,907	$19,172,673	$60.45
TI/LC	0	0	0	0	317,171	1.00
Capital Expenditures	0	0	0	0	79,293	0.25
Net Cash Flow	$13,191,955	$14,157,915	$15,139,176	$16,278,907	$18,776,209	$59.20

(1)	U/W Total % Rent is based on the actual year-end 2014 percentage rent paid by both SoHo House and BOA Steakhouse.

(2)	U/W Vacancy is based on the current in-place vacancy of 8.0%.

(3)

The increase in U/W Net Operating Income from 2014 Net Operating Income is primarily the result of the following: (i) the annualized amount of contractual annual rent steps for existing tenants that occurred in 2014 as the 2014 Gross Potential Rent is a cash basis TTM figure, (ii) the 2014 Net Operating Income excludes rent abatements that occurred in 2014 totaling approximately $413,265 (and the borrower reserved approximately $501,964 at loan closing to cover rent abatements that occur in 2015), (iii) contractual rent steps for tenants occurring in January 2015 through May 2015 which are now in-place, (iv) underwritten contractual rent steps through May 2016, and (v) net new leasing (lost rental revenue from vacating tenants plus rental revenue from seven new or renewed leases). Combined, the resulting increase is equal to $2,898,702. Deducting this figure from U/W Gross Potential Rent of $19,020,713 equates to the 2014 Gross Potential Rent amount of $16,122,011.

B-9

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

Property Management. The 9200 & 9220 Sunset Property is managed by Mani Brothers, LLC, an affiliate of the borrower.

Lockbox / Cash Management. The 9200 & 9220 Sunset Loan is structured with a soft, springing hard lockbox and springing cash management. The borrower and property manager are required to deposit all rents into a clearing account maintained by the borrower. Unless a Cash Management Period (as defined below) has occurred, all amounts of deposit in the clearing account will be swept into the borrower’s account. From and after the commencement of a Cash Management Period, the borrower is required to instruct each tenant to deposit rents directly into a lockbox account and all amounts on deposit in the clearing account will be swept daily into a lender controlled account.

A “Cash Management Period” will occur (i) upon an event of default, (ii) on the stated maturity date or (iii) if the debt yield falls below 7.0%.

Initial Reserves. At closing, the borrower deposited (i) $450,000 into a tax reserve account, (ii) $51,000 into an insurance reserve account and (iii) $501,964 into a rent abatement reserve account representing the total outstanding free rent due to all signed tenants.

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 $154,740, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $9,000, into an insurance reserve account and (iii) $26,431 into a TI/LC reserve account. The reserve will be subject to a $600,000 cap if occupancy is greater than or equal to 92.0% and such cap will increase to $1,000,000 if occupancy is less than 92.0%.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-10

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

B-11

9200 & 9220 West Sunset Boulevard

West Hollywood, CA 90069

Collateral Asset Summary – Loan No. 1

9200 & 9220 Sunset

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$120,000,000

60.9%

2.21x

9.1%

B-12

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-13

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

B-14

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

Mortgage Loan Information
Loan Seller:	GACC
Credit Assessment (Moody's/DBRS/Morningstar)	Aa2/AAA/AA+
Loan Purpose:	Refinance
Sponsor:	CBM Joint Venture Limited Partnership
Borrower:	CBM Two Hotels LP; C2 Land, L.P.
Original Balance(1):	$100,000,000
Cut-off Date Balance(1):	$100,000,000
% by Initial UPB:	7.3%
Interest Rate:	3.6900%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2020
Amortization:	Interest Only
Additional Debt(1):	$215,000,000 Pari Passu Debt; $355,000,000 Subordinate Secured Debt
Call Protection(2):	L(25), D(30), O(5)
Lockbox / Cash Management:	Soft Springing Hard / In Place

Reserves(3)
	Initial	Monthly
Taxes:	$0	$985,000
Insurance:	$0	Springing
Required Repairs:	$409,063	NAP
FF&E(4):	$0	Springing
Ground Rent:	$0	Springing

Financial Information(5)
	Senior Tranche	Total Debt
Cut-off Date Balance / Room:	$32,847	$69,864
Balloon Balance / Room:	$32,847	$69,864
Cut-off Date LTV(6):	28.2%	60.0%
Balloon LTV(6):	28.2%	60.0%
Underwritten NOI DSCR:	8.73x	4.10x
Underwritten NCF DSCR:	7.40x	3.48x
Underwritten NOI Debt Yield:	32.7%	15.4%
Underwritten NCF Debt Yield:	27.7%	13.0%
Underwritten NOI Debt Yield at Balloon:	32.7%	15.4%
Underwritten NCF Debt Yield at Balloon:	27.7%	13.0%

Property Information
Single Asset / Portfolio:		Portfolio of 65 properties
Property Type:		Select Service Hospitality
Collateral(7):		Fee Simple / Leasehold
Location:		Various
Year Built / Renovated:		Various
Total Rooms:		9,590
Property Management:		Courtyard Management Corporation
Underwritten NOI:		$102,858,635
Underwritten NCF:		$87,204,717
Appraised Value(6):		$1,116,000,000
Appraisal Date:		March 1, 2015

Historical NOI
Most Recent NOI:	$103,803,403 (T-12 February 28, 2015)
2014 NOI:	$101,146,386 (December 31, 2014)
2013 NOI:	$84,699,708 (December 31, 2013)
2012 NOI:	$76,100,616 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	70.0% (February 28, 2015)
2014 Occupancy:	69.5% (December 31, 2014)
2013 Occupancy:	66.0% (December 31, 2013)
2012 Occupancy:	65.8% (December 31, 2012)

(1)

The Original Balance and Cut-off Date Balance of $100.0 million represent the Note A-2A of a $670.0 million whole loan evidenced by four pari passu notes with an aggregate original principal balance of $315.0 million and one subordinate note with an original principal balance of $355.0 million. For additional information regarding the pari passu companion loans and subordinate note see “The Loan” and “Current Mezzanine or Subordinate Indebtedness” herein.

(2)

The lockout period will be at least 25 payments beginning with and including the first payment date of May 6, 2015. Defeasance of the full $670 million Courtyard by Marriott Portfolio Loan (other than the non-pooled Note A-1 which permits prepayment in connection with a property release after a 12 month lockout period from loan closing) is permitted after the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu companion loan and (ii) March 31, 2018.

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

(4)

Borrower will deposit on each monthly payment date an amount equal to the greater of (i) 5% of rents (or in the case of the Courtyard Managed Properties, 5% of the gross revenues) and (ii) the amount required by the manager or any franchisor into an FF&E reserve. With respect to any Courtyard Managed Property (as defined herein), so long as the manager is depositing an amount no less than the monthly amount borrower is otherwise required to deposit into a separate FF&E reserve account owned by borrower, pledged to the lender and directly accessible by the manager, borrower’s obligation to make monthly deposits into the FF&E reserve will be suspended.

(5)	DSCR, LTV, Debt Yield, and Balance / Room calculations are based on the aggregate $315.0 million Courtyard by Marriott Portfolio Senior Tranche.

(6)

The Appraised Value of $1.116 billion reflects a premium attributed to the aggregate value of the Courtyard by Marriott Portfolio as a whole. The sum of the value of each of the properties on an individual basis is $1.041 billion, which represents a Cut-off Date LTV of 30.3% and 64.4% for the Senior Tranche and Total Debt, respectively.

(7)	The Courtyard by Marriott Portfolio is secured by the fee simple interest in nine hotels, leasehold interest in seven hotels under third-party ground leases and the fee and leasehold interest in 49 hotels. For additional information regarding ownership interest, see “The Properties” herein.

Historical Occupancy, ADR, RevPAR(1)
Year	Courtyard by Marriott Portfolio			Competitive Set			Penetration Factor
Year	Occupancy(2)	ADR(2)	RevPAR(2)	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2012	65.6%	$102.76	$68.16	64.2%	$93.38	$60.12	102.2%	110.0%	116.0%
2013	66.2%	$107.49	$71.92	65.4%	$95.57	$62.33	101.3%	112.5%	118.6%
2014	69.5%	$113.91	$80.01	67.9%	$98.91	$67.64	102.4%	115.2%	120.7%
T-12 Feb 2015	70.0%	$115.14	$81.41	68.4%	$99.89	$68.65	102.4%	115.3%	120.9%

(1)

(2)

Source: Hospitality Research Report.

The minor variances between the underwriting, the hospitality research report and the above table with respect to Occupancy, ADR and RevPAR at the Courtyard by Marriott Portfolio are attributable to variances in reporting methodologies and/or timing differences.

B-15

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

The Loan. The Courtyard by Marriott Portfolio loan (the “Courtyard by Marriott Portfolio Loan”) is a fixed rate loan secured by the borrowers’ fee simple and leasehold interests in a portfolio of 65 Courtyard by Marriott hotel properties located across 29 states, totaling 9,590 rooms (the “Courtyard by Marriott Portfolio” or the “Courtyard by Marriott Portfolio Properties”). The Courtyard by Marriott Portfolio Loan has an original principal balance of $670.0 million, consisting of a senior tranche in the amount of $315.0 million (the “Courtyard by Marriott Portfolio Senior Tranche”) and a junior tranche in the amount of $355.0 million (the “Courtyard by Marriott Portfolio Junior Tranche”). The Courtyard by Marriott Portfolio Senior Tranche is evidenced by four pari passu notes. Only the non-controlling Note A-2A with an original principal balance of $100.0 million will be included and pooled in the COMM 2015-CCRE23 trust. The non-controlling Note A-1 with an original principal balance of $33.5 million will be included in the COMM 2015-CCRE23 trust but will not be pooled. The remaining Note A-2B and Note A-2C, with an aggregate original balance of $181.5 million, are expected to be contributed to one or more future securitizations. The Courtyard by Marriott Portfolio Junior Tranche is evidenced by the controlling Note B with an original principle balance of $355.0 million which will be included in the COMM 2015-CCRE23 trust but will not be pooled.

The relationship between the holders of the Note A-1, Note A-2A, Note A-2B, Note A-2C and Note B will be governed be a co-lender agreement as described under “Description of the Mortgage Pool – Loan Combinations – Courtyard by Marriott Portfolio” in the accompanying Free Writing Prospectus.

Loan Combination Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece	Pooled/Non-Pooled
Note A-1	$33,500,000	$33,500,000	COMM 2015-CCRE23	No	Non-Pooled
Note A-2A	$100,000,000	$100,000,000	COMM 2015-CCRE23	No	Pooled
Note A-2B	$97,050,000	$97,050,000	GACC	No	NAP
Note A-2C	$84,450,000	$84,450,000	CGMRC	No	NAP
Total – Senior Tranche	$315,000,000	$315,000,000
Note B – Junior Tranche	$355,000,000	$355,000,000	COMM 2015-CCRE23	Yes	Non-Pooled
Total Debt	$670,000,000	$670,000,000

The Courtyard by Marriott Portfolio Loan has a five-year interest only term and accrues interest at 3.6900%. Loan proceeds were used to retire existing debt of approximately $566.8 million, fund reserves of $913,163, pay closing costs of approximately $9.0 million and return approximately $93.2 million of equity to the borrowers. Based on the portfolio appraised value of $1,116,000,000, the cut-off date LTV is 28.2%. The most recent prior financing of the Courtyard by Marriott Portfolio Properties were included in the LBUBS 2005 C-3, LBUBS 2005 C-5, LBUBS 2005 C-7 and LBUBS 2006 C-1 securitizations.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Proceeds	$670,000,000	100.0%	Loan Payoff	$566,832,998	84.6%
			Reserves	$913,163	0.1%
			Closing Costs	$9,023,808	1.3%
			Return of Equity	$93,230,032	13.9%
Total Sources	$670,000,000	100.0%	Total Uses	$670,000,000	100.0%

The Borrower / Sponsor. The borrowers, CBM Two Hotels LP and C2 Land, L.P., are each a single purpose Delaware limited partnership, structured to be bankruptcy remote, each with two independent directors in its organizational structure. The sponsor of the borrowers and non-recourse carve out guarantor is CBM Joint Venture Limited Partnership.

CBM Joint Venture Limited Partnership is a joint venture between Clarion Partners, LLC and the State of Michigan Retirement Systems. Clarion Partners, LLC, established in 1982, is a U.S. based real estate investment firm. Clarion Partners, LLC is based in New York, New York with additional offices across North America, Europe and South America. Clarion Partners, LLC invests in properties throughout the United States, United Kingdom, Middle East, Euro zone and Mexico. The State of Michigan Retirement Systems is a domestic pension fund that administers retirement programs for Michigan’s state employees, public school employees, judges, state police and National Guard members.

The Properties. The Courtyard by Marriott Portfolio Loan is secured by the fee simple interest in nine hotels (the “Fee Simple Properties”), leasehold interest in seven hotels under third-party ground leases (the “Third Party Ground Lease Properties”) and the fee and leasehold interest in 49 hotels (the “Affiliated Ground Lease Properties”). CBM Two Hotels LP owns the leasehold interest in the Affiliated Ground Lease Properties and C2 Land, L.P. owns the fee interest. Both the fee and leasehold interest in the 49 Affiliated Ground Lease Properties serve as collateral for the loan. As such, for disclosure purposes, the Affiliated Ground Lease Properties are considered fee owned. All 65 hotels are operated under the Courtyard by Marriott brand. Courtyard by Marriott is one of the first hotel brands to focus on the upscale select service category, catering primarily to business travelers.

B-16

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

Portfolio Summary
Property Name	City	State	Rooms	Year Built	Ownership Interest(1)	“As-Is” Value(2)	Allocated Loan Amt.(3)
Courtyard Larkspur Landing Marin County	Larkspur	CA	146	1987	Affiliated Ground Lease	$41,000,000	$28,200,000
Courtyard San Mateo Foster City	Foster City	CA	147	1987	Affiliated Ground Lease	$40,500,000	$28,200,000
Courtyard San Jose Cupertino	Cupertino	CA	149	1988	3rd Party Ground Lease	$36,000,000	$24,300,000
Courtyard Boulder	Boulder	CO	149	1988	Affiliated Ground Lease	$35,000,000	$24,300,000
Courtyard Los Angeles Hacienda Heights	Hacienda Heights	CA	150	1990	Affiliated Ground Lease	$27,500,000	$18,500,000
Courtyard Seattle South Center	Tukwila	WA	149	1989	Affiliated Ground Lease	$27,000,000	$17,970,000
Courtyard Rye	Rye	NY	145	1988	Affiliated Ground Lease	$25,500,000	$16,970,000
Courtyard Nashville Airport	Nashville	TN	145	1988	Affiliated Ground Lease	$23,000,000	$16,000,000
Courtyard Los Angeles Torrance Palos Verdes	Torrance	CA	149	1988	Affiliated Ground Lease	$21,000,000	$14,300,000
Courtyard St. Louis Creve Coeur	Creve Coeur	MO	154	1987	Affiliated Ground Lease	$20,500,000	$13,650,000
Courtyard Portland Beaverton	Beaverton	OR	149	1989	Affiliated Ground Lease	$20,500,000	$13,650,000
Courtyard Palm Springs	Palm Springs	CA	149	1988	Affiliated Ground Lease	$19,500,000	$13,500,000
Courtyard Charlotte South Park	Charlotte	NC	149	1989	3rd Party Ground Lease	$19,000,000	$13,200,000
Courtyard Norwalk	Norwalk	CT	145	1988	3rd Party Ground Lease	$18,000,000	$12,500,000
Courtyard Detroit Metro Airport	Romulus	MI	146	1987	Affiliated Ground Lease	$18,500,000	$12,310,000
Courtyard Chicago Waukegan Gurnee	Waukegan	IL	149	1988	Affiliated Ground Lease	$17,500,000	$12,000,000
Courtyard Atlanta Perimeter Center	Atlanta	GA	145	1987	Affiliated Ground Lease	$17,000,000	$11,700,000
Courtyard Denver Tech Center	Greenwood Village	CO	155	1987	Affiliated Ground Lease	$17,500,000	$11,650,000
Courtyard Ft. Lauderdale Plantation	Plantation	FL	149	1988	Affiliated Ground Lease	$17,000,000	$11,320,000
Courtyard Lincroft Red Bank	Red Bank	NJ	146	1988	Affiliated Ground Lease	$17,000,000	$11,320,000
Courtyard Chicago Highland Park	Highland Park	IL	149	1988	Affiliated Ground Lease	$16,500,000	$10,980,000
Courtyard Charlottesville North	Charlottesville	VA	150	1989	Affiliated Ground Lease	$16,500,000	$10,980,000
Courtyard Raleigh Cary	Cary	NC	149	1987	Affiliated Ground Lease	$16,500,000	$10,980,000
Courtyard Detroit Livonia	Livonia	MI	149	1988	Affiliated Ground Lease	$15,500,000	$10,800,000
Courtyard Birmingham Homewood	Homewood	AL	140	1985	Fee Simple	$16,000,000	$10,650,000
Courtyard West Palm Beach	West Palm Beach	FL	149	1988	Affiliated Ground Lease	$16,000,000	$10,650,000
Courtyard New Haven Wallingford	Wallingford	CT	149	1990	Affiliated Ground Lease	$15,500,000	$10,320,000
Courtyard Dallas Plano Parkway	Plano	TX	149	1988	Fee Simple	$15,000,000	$9,990,000
Courtyard Chicago Oakbrook Terrace	Oakbrook Terrace	IL	147	1986	Fee Simple	$15,000,000	$9,990,000
Courtyard Boston Andover	Andover	MA	146	1988	Affiliated Ground Lease	$15,000,000	$9,990,000
Courtyard Kansas City Overland Park Metcalf	Overland Park	KS	149	1988	Affiliated Ground Lease	$15,000,000	$9,990,000
Courtyard Minneapolis St Paul Airport	Mendota Heights	MN	146	1987	Affiliated Ground Lease	$15,000,000	$9,990,000
Courtyard Bakersfield	Bakersfield	CA	146	1988	Affiliated Ground Lease	$14,500,000	$9,650,000
Courtyard Denver Stapleton	Denver	CO	146	1987	Fee Simple	$14,500,000	$9,650,000
Courtyard Rockford	Rockford	IL	147	1986	Fee Simple	$14,500,000	$9,650,000
Courtyard Greenville Haywood Mall	Greenville	SC	146	1988	Affiliated Ground Lease	$13,500,000	$9,400,000
Courtyard St. Louis Westport Plaza	St. Louis	MO	149	1988	Affiliated Ground Lease	$14,000,000	$9,320,000
Courtyard Chicago Lincolnshire	Lincolnshire	IL	146	1987	Fee Simple	$14,000,000	$9,320,000
Courtyard San Antonio Downtown Market Square	San Antonio	TX	149	1990	Affiliated Ground Lease	$14,000,000	$9,320,000
Courtyard Indianapolis Castleton	Indianapolis	IN	146	1987	Affiliated Ground Lease	$14,000,000	$9,320,000
Courtyard Silver Spring North	Silver Spring	MD	146	1988	Affiliated Ground Lease	$14,500,000	$9,100,000
Courtyard Lexington North	Lexington	KY	146	1987	Affiliated Ground Lease	$13,500,000	$8,990,000
Courtyard Tampa Westshore	Tampa	FL	145	1986	3rd Party Ground Lease	$13,000,000	$8,650,000
Courtyard Chicago Deerfield	Deerfield	IL	131	1986	Fee Simple	$12,500,000	$8,320,000
Courtyard St. Petersburg Clearwater	Clearwater	FL	149	1989	Affiliated Ground Lease	$12,000,000	$7,990,000
Courtyard Toledo Airport Holland	Holland	OH	149	1988	Affiliated Ground Lease	$12,000,000	$7,990,000
Courtyard Phoenix Mesa	Mesa	AZ	149	1988	Affiliated Ground Lease	$11,000,000	$7,320,000
Courtyard Atlanta Airport South	College Park	GA	144	1986	Fee Simple	$11,000,000	$7,320,000
Courtyard Memphis Airport	Memphis	TN	145	1987	Affiliated Ground Lease	$11,000,000	$7,320,000
Courtyard Oklahoma City Airport	Oklahoma City	OK	149	1988	Affiliated Ground Lease	$11,000,000	$7,320,000
Courtyard Annapolis	Annapolis	MD	149	1989	Affiliated Ground Lease	$13,000,000	$7,220,000
Courtyard Manassas	Manassas	VA	149	1989	Affiliated Ground Lease	$11,000,000	$6,820,000
Courtyard Little Rock	Little Rock	AR	149	1988	Affiliated Ground Lease	$10,500,000	$6,530,000
Courtyard Ft. Myers	Ft. Myers	FL	149	1988	Affiliated Ground Lease	$9,000,000	$5,680,000
Courtyard Atlanta Gwinnett Mall	Duluth	GA	146	1987	Affiliated Ground Lease	$9,500,000	$5,540,000
Courtyard Chicago Arlington Heights South	Arlington Heights	IL	147	1985	Fee Simple	$8,000,000	$5,330,000
Courtyard Dallas Richardson at Spring Valley	Richardson	TX	149	1988	Affiliated Ground Lease	$8,000,000	$5,330,000
Courtyard Huntsville	Huntsville	AL	149	1987	Affiliated Ground Lease	$10,500,000	$5,140,000
Courtyard Birmingham Hoover	Hoover	AL	153	1987	Affiliated Ground Lease	$7,000,000	$4,470,000
Courtyard Phoenix North Metrocenter	Phoenix	AZ	146	1987	Affiliated Ground Lease	$6,500,000	$4,330,000
Courtyard Tucson Airport	Tucson	AZ	149	1988	Affiliated Ground Lease	$6,000,000	$3,990,000
Courtyard Dayton South Mall	Miamisburg	OH	146	1987	Affiliated Ground Lease	$7,000,000	$2,820,000
Courtyard Philadelphia Devon	Wayne	PA	149	1988	3rd Party Ground Lease	$18,500,000	$0
Courtyard Fresno	Fresno	CA	146	1986	3rd Party Ground Lease	$8,000,000	$0
Courtyard Poughkeepsie	Poughkeepsie	NY	149	1988	3rd Party Ground Lease	$8,000,000	$0
Total			9,950			$1,041,000,000	$670,000,000
Total w/ Portfolio Premium						$1,116,000,000

(1)	With respect to the ownership interest identified as “affiliated ground lease,” the fee owner and the leasehold owner are each borrowers under the Courtyard by Marriott Portfolio Loan. As such, for disclosure purposes these properties are considered fee interests.

(2)	The Portfolio “As-Is” Value of $1.116 billion reflects a premium attributed to the aggregate value of the Courtyard by Marriott Portfolio as a whole. The sum of the value of each of the properties on an individual basis is $1.041 billion

(3)

For the purposes of calculating the release price of the properties, no debt was allocated to three of the Third Party Ground Lease Properties (the “Short Term Ground Lease Properties”). The Short Term Ground Lease Properties are subject to ground leases with remaining terms of less than 30 years as of the closing date of the Courtyard by Marriott Portfolio Loan. For purposes of calculating the release price for the Short Term Ground Lease Properties, the allocated loan amount for each property will be 62.5% of the “as is” appraised value at closing.

B-17

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

All 65 hotels in the Courtyard by Marriott Portfolio are operated under a master management agreement with Courtyard Management Corporation, a wholly owned subsidiary of Marriott International, Inc. The hotels range in age from 25 to 30 years old with an average room count of 148. Approximately $318.7 million ($33,231 per room) of capital expenditures have been made since 2005 in order to update the portfolio and to maintain competitiveness within each asset’s market. All of the hotels have undergone guestroom case good renovations from 2003 to 2006 and have completed public area renovations and guestroom soft good upgrades from 2009-2015. The hotels are typically renovated every six to seven years and each of the hotels has completed an average of $4.9 million in capital expenditures since acquisition.

Historical Capital Expenditures(1)
	2005-2010	2011	2012	2013	2014	Total
Total	$173,248,162	$28,953,904	$40,036,525	$45,554,925	$30,893,045	$318,686,561
Per Room	$18,066	$3,019	$4,175	$4,750	$3,221	$33,231
(1) Source: borrower.

The Courtyard by Marriott Portfolio is located across 29 states and no one region accounts for more than 26.1% of the portfolio’s total rooms or 27.4% of underwritten net cash flow. California represents the largest exposure to a single state, with eight assets totaling 12.3% of the portfolio’s total room count and 22.9% of underwritten net cash flow. No other state accounts for more than 8.9% of total underwritten net cash flow; which is represented by the seven properties in Illinois.

Regional Breakdown
Region	# Hotels	Rooms	% Rooms	Occupancy(1)	ADR(1)	RevPAR(1)	RevPAR Penetration (1)	Individual UW NCF(2)	% UW NCF
Pacific West	10	1,480	15.4%	77.1%	$144.77	$112.27	134.2%	$24,250,200	27.4%
Midwest	17	2,496	26.0%	67.3%	$107.46	$72.32	118.1%	$19,268,431	21.7%
Southeast	17	2,501	26.1%	71.0%	$105.22	$75.13	115.8%	$19,091,268	21.5%
Northeast	5	734	7.7%	70.8%	$132.61	$94.31	118.9%	$7,317,918	8.3%
Mid-Atlantic	6	889	9.3%	66.4%	$118.44	$79.00	117.9%	$7,031,949	7.9%
Mountain West	3	450	4.7%	70.8%	$126.51	$90.85	129.4%	$5,954,053	6.7%
Southwest	7	1,040	10.8%	66.4%	$95.16	$63.26	121.3%	$5,707,226	6.4%
Total / Wtd. Avg.	65	9,590	100.0%	70.0%	$115.14	$81.41	120.9%	$88,621,045	100.0%

(1)

Occupancy, ADR, RevPAR and RevPAR Penetration are based on a February 2015 Hospitality Research Report. The minor variances between the underwriting, the hospitality research report and the above table with respect to Occupancy, ADR and RevPAR at the Courtyard by Marriott Portfolio are attributable to variances in reporting methodologies and/or timing differences.

(2)	UW NCF is exclusive of an approximately $1.4 million incentive management fee, which is calculated on a portfolio basis.

Additionally, no hotel contributes more than 4.7% of total underwritten net cash flow and the top ten assets account for only 15.5% of the portfolio by room count and 30.9% of underwritten net cash flow. A breakout of the top ten Courtyard by Marriott Portfolio Properties by underwritten net cash flow is shown below.

Top Ten Properties by U/W NCF
Hotel Name	Rooms	% of Total Room	Individual UW NCF(1)	% of Total UW NCF	“As Is” Value(2)	Per Room
Courtyard San Mateo Foster City	147	1.5%	$4,164,236	4.7%	$40,500,000	$275,510
Courtyard Larkspur Landing Marin County	146	1.5%	$3,709,578	4.2%	$41,000,000	$280,822
Courtyard Boulder	149	1.6%	$3,254,133	3.7%	$35,000,000	$234,899
Courtyard San Jose Cupertino	149	1.6%	$3,202,254	3.6%	$36,000,000	$241,611
Courtyard Los Angeles Hacienda Heights	150	1.6%	$2,318,551	2.6%	$27,500,000	$183,333
Courtyard Nashville Airport	145	1.5%	$2,316,930	2.6%	$23,000,000	$158,621
Courtyard Seattle South Center	149	1.6%	$2,264,027	2.6%	$27,000,000	$181,208
Courtyard Philadelphia Devon	149	1.6%	$2,140,790	2.4%	$18,500,000	$124,161
Courtyard Charlotte South Park	149	1.6%	$2,049,150	2.3%	$19,000,000	$127,517
Courtyard Los Angeles Torrance Palos Verdes	149	1.6%	$1,977,240	2.2%	$21,000,000	$140,940
Subtotal	1,482	15.5%	$27,396,888	30.9%	$288,500,000	$194,669
Remaining Hotels	8,108	84.5%	$61,224,158	69.1%	$752,500,000	$92,810
Total	9,590	100.0%	$88,621,045	100.0%	$1,041,000,000	$108,551
Total w/ Portfolio Premium					$1,116,000,000	$116,371

(1)	UW NCF is exclusive of an approximately $1.4 million incentive management fee, which is calculated on a portfolio basis.

(2)	The Portfolio “As-Is” Value of $1.116 billion reflects a premium attributed to the aggregate value of the Courtyard by Marriott Portfolio as a whole. The sum of the value of each of the properties on an individual basis is $1.041 billion.

B-18

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

Environmental Matters. The Phase I environmental reports dated March 30, 2015 recommended further action at two of the Courtyard by Marriott Portfolio properties: The Courtyard Norwalk and the Courtyard Lincroft Red Bank. At the Courtyard Norwalk property, a phase II subsurface investigation was recommended to investigate the historical usage of underground storage tanks related to a gas station that was previously located at the property. The Phase II investigation was completed on April 7, 2015 and no further action is recommended at the property. At the Courtyard Lincroft Red Bank property, three groundwater monitoring wells were found and the Phase I environmental report recommended further documentation regarding the wells be obtained and a well abandonment be undertaken. As of April 5, 2015 the groundwater monitoring wells were removed and no further action or investigation is recommended at the property. Accordingly, the $504,100 initially held in the remediation reserve has been released to the borrowers.

The Market. The Courtyard by Marriott Portfolio has broad exposure to the hospitality industry across the United States with properties located in 29 different states covering each major region of the country. Over the past several years, the U.S. hotel industry has continued its recovery from the downturn of 2008-2009. In 2014, the U.S. hotel industry enjoyed its greatest growth in RevPAR since 2005. According to a hospitality research report, RevPAR increased 8.3% for the year, the result of a 3.6% gain in occupancy and a 4.6% increase in ADR. Furthermore, demand growth outpaced supply with a 4.4% increase over the course of the year compared to a below average 0.9% increase in supply.

The Courtyard by Marriott brand is classified as an upscale select service brand. From 2010 to 2014, ADR and RevPAR for the select service segment increased at compounded average annual growth rates of 4.2% and 6.9% respectively. Over that same time period, demand increased at a compound average annual growth rate of 5.4%. The pace of RevPAR growth is expected to slow as peak occupancy levels are realized in certain markets both this year and the next. Supply growth is expected to begin to outpace demand increases in late 2016 and early 2017. According to the appraisal, 113,000 new rooms are under construction as of October 2014, compared to 91,000 rooms as of December 2013 and 86,000 rooms as of October 2013.

In line with the larger U.S. hotel industry, the Courtyard by Marriott Portfolio has rebounded from declines in 2009 and 2010. RevPAR and net cash flow are up 38.5% and 73.5%, respectively, over the portfolio’s 2009 trough. RevPAR has consistently improved since 2009 with annual increases of 3.2%, 7.4%, 5.3%, 4.6% and 11.5% from 2010-2014, respectively.

The appraiser identified several recent sales of hotel portfolios it considered to be comparable to the Courtyard by Marriott Portfolio which are summarized in the chart below.

Sales Comparison(1)
Portfolio Name	Date of Sale	Price(2)	# of Hotels	# of Rooms	Price/Room	Cap Rate	Buyer / Seller
Courtyard by Marriott Portfolio	NAP	$1,116,000,000	65	9,590	$116,371	7.8%	NAP
Apple REIT Six, Inc. Portfolio	May-13	$1,077,067,068	66	7,658	$140,646	7.6%	Blackstone / Apple REIT Six, Inc.
Inland American Real Estate Trust, Inc	Nov-14	$1,032,000,000	48	6,401	$161,225	6.9%	Chatham Lodging Trust/NorthStar / Inland American REIT, Inc.
CBM One Hotels Portfolio	Sep-14	$656,000,000	40	5,832	$112,483	NAV	NorthStar Realty Finance / Clarion Partners
Hyatt Hotels Portfolio	Nov-14	$590,000,000	38	4,959	$118,976	6.3%	Lone Star Funds / Hyatt Hotels
MCR Texas Western Portfolio	Oct-13	$430,000,000	26	3,348	$128,435	NAV	MCR Development, LLC / Texas Western Hospitality

(1)	Source: Appraisal.

(2)	Price for the Courtyard by Marriott Portfolio reflects the “As Is” appraised value inclusive of the portfolio premium attributed aggregate value of the Courtyard by Marriott Portfolio as a whole. The sum of the value of each of the properties on an individual basis is $1.041 billion.

B-19

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 2/28/2015	U/W	U/W per Room(1)
Occupancy	65.8%	66.0%	69.5%	70.0%	70.0%
ADR	$104.21	$108.68	$115.08	$116.31	$116.31
RevPAR	$68.58	$71.74	$80.02	$81.42	$81.42

Room Revenue	$239,391,188	$253,184,871	$280,101,273	$284,991,726	$284,991,726	$29,718
F&B Revenue	18,530,388	20,913,301	22,580,700	22,708,342	22,708,342	2,368
Other Revenue	4,361,274	4,317,533	5,206,313	5,378,285	5,378,285	561
Total Revenue	$262,282,851	$278,415,705	$307,888,286	$313,078,352	$313,078,352	$32,646
Operating Expenses	77,974,425	80,163,388	84,356,326	84,916,737	84,916,737	8,855
Undistributed Expenses	71,514,979	74,869,533	79,945,869	80,970,799	80,970,799	8,443
Gross Operating Profit	$112,793,447	$123,382,784	$143,586,092	$147,190,815	$147,190,815	$15,348
Management Fee	21,612,107	22,579,514	24,877,374	25,266,908	25,266,908	2,635
Incentive Management Fee(2)	0	0	961,267	1,416,328	1,416,328	148
Total Fixed Charges	26,829,721	28,316,616	29,425,460	29,580,660	30,891,214	3,221
Affiliate Ground Lease Add Back(3)	11,748,997	12,213,053	12,824,395	12,876,484	13,242,269	1,381
Net Operating Income	$76,100,616	$84,699,708	$101,146,386	$103,803,403	$102,858,635	$10,726
FF&E	13,114,142	13,920,785	15,394,415	15,653,918	15,653,918	1,632
Net Cash Flow	$62,986,473	$70,778,922	$85,751,972	$88,149,485	$87,204,717	$9,093

(1)	U/W per Room is based on a total of 9,590 rooms.

(2)	The minor variances between the underwriting, the hospitality research report and the above table with respect to Occupancy, ADR and RevPAR at the Courtyard by Marriott Portfolio are attributable to variances in reporting methodologies and/or timing differences.

(3)

The Incentive Management Fee, which is calculated at a portfolio level only, is equal to 15% of operating profit in excess of the tier 1 owner’s priority plus 5% of operating profit in excess of the tier 2 owner’s priority. Tier 1 and tier 2 owner’s priority are each 9.5% of the tier 1 and tier 2 owner’s investment, initially $599,924,000 and $663,073,895 respectively.

(4)	The Affiliated Ground Lease Add Back accounts for the ground lease payments on the Affiliated Ground Lease Properties.

Property Management. The Courtyard by Marriott Portfolio is managed by Courtyard Management Corporation, a wholly owned subsidiary of Marriott International, Inc.

Lockbox / Cash Management. The Courtyard by Marriott Portfolio is structured with a soft springing hard lockbox and in place cash management. So long as the properties in the Courtyard by Marriott Portfolio continue to be Courtyard Managed Properties (as defined herein), all amounts payable by the manager to the borrowers under the courtyard management agreement, including, but not limited to, operating profit payable under the Courtyard by Marriott Portfolio management agreement, related party ground rent and tax remittances, will be transmitted by the manager into a clearing account established and maintained by the borrowers and controlled by the lender. In the event that any property becomes a Non-Courtyard Managed Property (as defined herein), the borrowers will direct all rents and other payments to be deposited directly into the clearing account controlled by the lender. All funds in the clearing account are swept daily to a lender controlled deposit account and disbursed in accordance with the Courtyard by Marriott Portfolio Loan documents. Provided no Trigger Period (as defined herein) is continuing, excess cash in the deposit account will be disbursed to the manager and the borrowers in accordance with the Courtyard by Marriott Portfolio Loan documents.

The “Courtyard Managed Properties” means at any time, all individual properties with respect to which the Courtyard by Marriott Portfolio management agreement is in full force and effect and has not been terminated, cancelled, surrendered of rejected.

The “Non-Courtyard Managed Properties” means any individual property that is not a Courtyard Managed Property.

A “Trigger Period” will exist (i) during the continuance of an event of default or (ii) if the debt yield falls below 9.50%, and will end if the debt yield is at least 9.75% for two consecutive calculation dates.

Initial Reserves. At closing, the borrowers deposited (i) $409,063 into a required reserve account and (ii) $504,100 into an environmental reserve account for remediation of environmental issues identified at the Courtyard Norwalk and Courtyard Lincroft Red Bank properties. As of April 21, 2014, the environmental issues at the Courtyard by Marriott Portfolio properties have been remediated and the environmental reserve was released to the borrowers.

B-20

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

Ongoing Reserves. On a monthly basis, the borrowers are required to make deposits of (i) 1/12 of the required annual taxes, which currently equates to $985,000 into a tax reserve account, (ii) 1/12 of the required annual insurance premiums into an insurance reserve account, (iii) an amount equal to the greater of (a) 5.0% of the gross rents for the prior month and (b) the amount required by the manager or any franchisor under the courtyard management agreement into an FF&E reserve account and (iv) an amount equal to the monthly third party ground rents payable into a ground rent reserve account. Deposits into the ongoing reserve accounts will be waived (i) with respect to the insurance reserve, so long as the manager maintains the insurance required under the courtyard management agreement, (ii) with respect to the FF&E reserve account, so long as the manager deposits the amount the borrowers are otherwise required to deposit with respect to the Courtyard Managed Properties into a separate FF&E reserve account owned by the borrowers and pledged to the lender and (iii) with respect to the ground rent reserve, so long as any Third Party Ground Leased Properties continue to be Courtyard Managed Properties and the manager is paying the third party ground rent due under the third party ground leases.

Current Mezzanine or Subordinate Indebtedness. The Courtyard by Marriott Portfolio Loan is split into the Courtyard by Marriott Portfolio Senior Tranche and the Courtyard by Marriott Portfolio Junior Tranche. The Courtyard by Marriott Junior Tranche is evidenced by the controlling Note B with an original principle balance of $355.0 million. The Note B is co-terminus with pari passu Notes A-1, A-2A, A-2B and A-2C and has an interest rate of 3.6900%. The Note A-1 and Note B will be included in the COMM 2015-CCRE23 trust as a non-pooled component.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Partial Release. Any time after the expiration of the defeasance lockout period (or after the twelfth monthly payment date with respect to the first $33,500,000 of release prices), the borrowers may obtain the release of an individual property upon a bona fide third-party sale provided, among other things, (i) the DSCR for the remaining properties is not less than the greater of the DSCR immediately preceding the partial release and the closing date DSCR, (ii) the debt yield for the remaining properties is not less than the greater of the debt yield immediately preceding the partial release and the closing date debt yield, (iii) borrowers prepay or partially defease (as applicable) 115.0% of the allocated loan amount for the released property (or for the three properties that have no allocated loan amount, 62.5% of the appraised value of such properties) and (iv) such release will comply with REMIC requirements. After the twelfth monthly payment date, the borrowers may prepay a portion of the outstanding principal balance in connection with a property release, not to exceed aggregate release prices of $33,500,000, without payment of a prepayment premium, penalty or fee. All prepayments are applied entirely to Note A-1, and all defeasances are applied pro rata and pari passu among Notes A-2A, A-2B, A-2C and B.

Substitution. None.

Ground Leases. Seven of the Courtyard by Marriott Portfolio Properties, representing 14.8% of underwritten net cash flow, are subject to ground leases held by a third party entity As described below.

Courtyard San Jose Cupertino: The property is subject to a ground lease that has an initial maturity date of December 30, 2033. The ground lease is subject to rent increases every five years equal to the greater of (i) 75% of the CPI percentage increase over that five year period or (ii) 6% of annual gross revenue at the property. The ground lease has three 10-year extension options.

Courtyard Charlotte South Park: The property is subject to a ground lease that has an initial maturity date of December 31, 2019. The ground lease has an annual rent of the greater of (i) $352,051 or (ii) 6% of annual gross revenue at the property. The ground lease has three 10-year extension options.

Courtyard Norwalk: The property is subject to a ground lease that has an initial maturity date of December 29, 2023. The ground lease is subject to rent increases every five years equal to the greater of (i) the prevailing rental rate increased by 15% or (ii) the prevailing rental rate increased by 60% of the percentage increase in CPI since the opening date of the hotel. The ground lease has eight 5-year extension options.

Courtyard Tampa Westshore: The property is subject to a ground lease that has an initial maturity date of June 30, 2068. The ground lease is subject to rent increases of 5% every ten years. There are no extension options for this lease.

Courtyard Philadelphia Devon: The property is subject to a ground lease that has an initial maturity date of January, 1 2018. The ground lease has an annual rent of the greater of (i) $240,000 or (ii) 4.25% of annual gross revenue at the property. The ground lease has two 10-year extension options.

Courtyard Fresno: The property is subject to a ground lease that has a maturity date of June 30, 2024. The ground lease is subject to annual rent increases of the greater of (i) 3% over the previous year’s minimum rent or (ii) 6% of annual gross revenue. There are no extension options for this lease.

Courtyard Poughkeepsie: The property is subject to a ground lease with an initial maturity date of December 29, 2018. The ground lease has an annual rent of the greater of (i) $110,000 or (ii) 3.5% of annual gross revenue. The ground lease has three 5-year extension options.

B-21

Various

Collateral Asset Summary – Loan No. 2

Courtyard by Marriott Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$100,000,000

28.2%

7.40x

32.7%

B-22

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-23

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

B-24

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	Franck A. Ruimy
Borrower:	3Mind Copper Crossing, LLC; 3Mind Estrada Oaks, LLC; 3Mind Remington Place, LLC; 3Mind Sutter Creek, LLC; 3Mind Timbers, LLC; 3Mind Trestles, LLC; DFWRA Atlantic LLC; DFWRA Moezinia LLC; DFWRA Single, LLC
Original Balance:	$95,800,000
Cut-off Date Balance:	$95,800,000
% by Initial UPB:	7.0%
Interest Rate:	4.4300%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest only for first 36 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management:	Springing Soft / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$459,792	$113,517
Insurance:	$5,103	$5,103
Required Repairs:	$135,250	NAP
Replacement:	$0	$38,667
Capital Expenditure Holdback:	$9,475,083	NAP

Financial Information
Cut-off Date Balance / Unit:	$51,616
Balloon Balance / Unit:	$45,112
Cut-off Date LTV:	74.4%
Balloon LTV:	65.0%
Underwritten NOI DSCR(2):	1.39x
Underwritten NCF DSCR(2):	1.31x
Underwritten NOI Debt Yield:	8.4%
Underwritten NCF Debt Yield:	7.9%
Underwritten NOI Debt Yield at Balloon:	9.6%
Underwritten NCF Debt Yield at Balloon:	9.0%

Property Information
Single Asset / Portfolio:	Portfolio of six properties
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Various
Year Built / Renovated:	Various
Total Units:	1,856
Property Management:	Vesta Management Services, LLC
Underwritten NOI:	$8,019,354
Underwritten NCF:	$7,555,354
“As Complete” Appraised Value(3):	$128,800,000
“As Complete” Appraisal Date:	Various

Historical NOI
Most Recent NOI:	$7,766,471 (T-12 January 31, 2015)
2014 NOI:	$7,662,611 (December 31, 2014)
2013 NOI:	$7,225,998 (December 31, 2013)
2012 NOI:	$6,350,800 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	94.8% (January – February 2015)
2014 Occupancy:	94.6% (December 31, 2014)
2013 Occupancy:	94.7% (December 31, 2013)
2012 Occupancy:	91.1% (December 31, 2012)

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

(2)	Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.86x and 1.76x, respectively.

(3)

The “As Complete” appraised value accounts for planned renovations being performed at each property. At closing, the full cost of the renovations, approximately $9.5 million, was held back by the lender. Based on the “As-is” Appraised value of $117,500,000, the Cut-off Date LTV for the loan is 81.5%. For further information regarding planned capital expenditures as the properties see “The Property” herein.

Property Summary
Property Name	Location	Units	Year Built / Renovated	Allocated Loan Amount	“As Complete” Appraised Value	Occupancy(1)
Sutter Creek Apartments	Arlington, TX	616	1984 / NAP	$28,125,000	$37,500,000	94.2%
Copper Crossing Apartments	Benbrook, TX	400	1982 / 2006	$16,550,000	$22,100,000	94.0%
Estrada Oaks Apartments	Irving, TX	248	1983 / NAP	$14,750,000	$20,100,000	96.8%
The Trestles Apartments	Raleigh, NC	280	1985 / 2015	$13,750,000	$18,700,000	93.2%
Remington Place Apartments	Raleigh, NC	136	1987 / 2015	$11,475,000	$15,400,000	96.3%
The Timbers Apartments	Raleigh, NC	176	1986 / 2015	$11,150,000	$15,000,000	97.7%
Total / Wtd. Avg.		1,856		$95,800,000	$128,800,000	94.8%

(1)	Based on January and February 2015 borrower rent rolls.

B-25

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

The Loan. The DFW / Raleigh Portfolio loan (the “DFW / Raleigh Portfolio Loan”) is a fixed rate loan secured by the borrowers’ fee simple interest as tenants-in-common in a 1,856 unit multifamily portfolio located in Raleigh, North Carolina and the Dallas/Fort Worth area of Texas (the “DFW / Raleigh Portfolio”) with an original principal balance of $95.8 million. The DFW / Raleigh Portfolio Loan has a 10-year term and amortizes on a 30-year schedule after an initial 36-month interest only period. The DFW / Raleigh Portfolio Loan accrues interest at a fixed rate of 4.4300% and has a cut-off date balance of $95.8 million. The DFW / Raleigh Portfolio Loan proceeds, along with approximately $26.7 million of sponsor equity, were used to acquire the DFW / Raleigh Portfolio for $110.5 million, fund reserves of approximately $10.1 million and pay closing costs of approximately $1.9 million. Based on the “As Complete” appraised value of $128.8 million, the cut-off date LTV is 74.4%. The most recent prior financing of the DFW / Raleigh Portfolio was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$95,800,000	78.2%	Purchase Price	$110,500,000	90.2%
Sponsor Equity	$26,690,183	21.8%	Reserves	$10,075,228	8.2%
			Closing Costs	$1,914,956	1.6%
Total Sources	$122,490,183	100.0%	Total Uses	$122,490,183	100.0%

The Borrower / Sponsor. The borrowers, 3Mind Copper Crossing, LLC (“Copper Crossing Borrower”), 3Mind Estrada Oaks, LLC (“Estrada Oaks Borrower”), 3Mind Remington Place, LLC (“Remington Place Borrower”), 3Mind Sutter Creek, LLC (“Sutter Creek Borrower”), 3Mind Timbers, LLC (“Timbers Borrower”), 3Mind Trestles, LLC (“Trestles Borrower”; and together with Copper Crossing Borrower, Estrada Oaks Borrower, Remington Place Borrower, Sutter Creek Borrower and Timbers Borrower, collectively, the “3Mind Borrowers” and each a “3Mind Borrower”), DFWRA Atlantic LLC (“Atlantic Borrower”), DFWRA Moezinia LLC (“Moezinia Borrower”) and DFWRA Single, LLC (“Single Borrower”; and together with Atlantic Borrower and Moezinia Borrower, collectively, the “Core TIC Group”), are each newly formed Delaware limited liability companies. The six mortgaged properties in the portfolio are each owned by the Core TIC Group and a single 3Mind Borrower as tenants-in-common. Each borrower is managed by Franck A. Ruimy. Franck A. Ruimy is the sponsor of each of the 3Mind Borrowers, the manager of each of the borrowers and the non-recourse carve-out guarantor for the DFW / Raleigh Portfolio Loan.

Franck Ruimy has 22 years of experience in real estate investment, finance and asset management in North America and Europe. Mr. Ruimy is the chief executive officer of Aerium Group, a European real estate investment manager that acquires, owns and manages portfolios of commercial properties for investment funds. Founded in 1988, Aerium is headquartered in Luxembourg and has offices in London, Geneva, Paris, Düsseldorf and Istanbul. Aerium currently manages over €6.1 billion in property assets across 12 countries. Mr. Ruimy also served as Director of several of Aerium’s subsidiaries since 1992 and led the 2003 launch of its pan-European investment platform. Mr. Ruimy’s real estate schedule of US assets includes nine rental homes/condos located in New York, NY as well as a big box anchored retail center in Paradise Valley, AZ.

The Properties. The DFW / Raleigh Portfolio consists of six Class B garden-style apartment complexes, three of which are located in Raleigh North Carolina and three of which are located in the Dallas/Fort Worth area of Texas (in Benbrook, Irving, and Arlington). Built between 1982 and 1987, the properties have been well maintained and the borrowers indicated that they intend to invest $9,475,083 (exclusive of deferred maintenance expenditures) in capital improvements to renovate and update each of the DFW / Raleigh Portfolio properties. The planned capital improvements at the properties provide for $2,500/unit in interior renovations to update each unit with plank flooring, stained/painted cabinets, resurfaced countertops, new appliances, carpet, light fixtures, 2 inch faux-wood blinds, plumbing hardware, fresh paint and accent walls. The majority of the remaining capital expenditure budget will be used for exterior upgrades and new siding. The entirety of the capital expenditure budget was held back by the lender at closing. A summary of each property is below.

Sutter Creek Apartments is a 616-unit Class B garden-style apartment complex located at 2216 Plum Lane in Arlington, Texas. Built in 1984, the property contains 32, two and three-story residential buildings, a single-story clubhouse, two laundry facilities and two mail kiosks. The property has a total of 1,090 open surface parking spaces which equates to a parking ratio of 1.77 spaces per unit. As of February 25, 2015, Sutter Creek Apartments was 94.2% occupied.

Amenities at the property consist of an on-site leasing office, clubhouse, two swimming pools, two laundry facilities, a business center, a fitness center, a grilling area and controlled access gates. Unit amenities feature carpeting and wood laminate flooring, a standard kitchen appliance package, storage, fireplace, laundry connections (select units), walk-in closets, and a patio/balcony. The property currently has 144 upgraded units which include a black appliance package with a built-in microwave, faux-wood flooring, and 2” faux-wood blinds.

B-26

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

Unit Mix Summary – Sutter Creek Apartments(1)
Unit Type	# of Units	Unit Size (Sq. Ft.)	% of Total Units	Occupied Units	Occupancy Rate	Avg. Monthly Rental Rate	Avg. Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rate PSF(2)
1 Bed / 1 Bath	144	518	23.4%	139	96.5%	$560	$1.08	$615	$1.19
1 Bed / 1 Bath	168	686	27.3%	158	94.0%	$625	$0.91	$705	$1.03
1 Bed / 1 Bath	120	759	19.5%	116	96.7%	$641	$0.84	$720	$0.95
2 Bed / 2 Bath	112	867	18.2%	104	92.9%	$776	$0.89	$820	$0.95
2 Bed / 2 Bath	72	953	11.7%	63	87.5%	$830	$0.87	$870	$0.91
Total / Wtd. Avg.	616	725	100.0%	580	94.2%	$662	$0.92	$727	$1.00

(1)	Source: February 2015 rent roll.

(2)	Source: Appraisal.

Copper Crossing Apartments is a 400-unit Class B garden-style apartment complex located at 5644 Riverwalk Drive in Benbrook, Texas. Built in 1982, the property contains 28, two-story residential buildings, a single-story leasing office/clubhouse and a storage building/laundry facility. The property has 60 covered parking spaces and 562 open surface spaces for a total of 622 spaces and a parking ratio of 1.55 spaces per unit. As of January 26, 2015, Copper Crossing Apartments was 94.0% occupied.

Amenities at the property consist of an on-site leasing office, laundry facilities, volleyball court, fitness center, business center, grilling area, two swimming pools and covered parking. Unit amenities feature a standard appliance package, pantry, ceiling fan(s), patio/balcony, fireplace and walk in closet(s). Select units feature a microwave, crown molding, extra storage and/or washer/dryer connections.

Unit Mix Summary – Copper Crossing Apartments(1)
Unit Type	# of Units	Unit Size (Sq. Ft.)	% of Total Units	Occupied Units	Occupancy Rate	Avg. Monthly Rental Rate	Avg. Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rate PSF(2)
1 Bed / 1 Bath	56	556	14.0%	55	98.2%	$492	$0.88	$565	$1.02
1 Bed / 1 Bath	40	605	10.0%	39	97.5%	$500	$0.82	$575	$0.95
1 Bed / 1 Bath	64	645	16.0%	64	100.0%	$508	$0.79	$600	$0.93
1 Bed / 1 Bath	48	732	12.0%	47	97.9%	$563	$0.77	$650	$0.89
1 Bed / 1 Bath	32	745	8.0%	28	87.5%	$599	$0.80	$685	$0.92
1 Bed / 1 Bath	16	845	4.0%	10	62.5%	$679	$0.80	$700	$0.83
2 Bed / 2 Bath	72	830	18.0%	67	93.1%	$674	$0.81	$750	$0.90
2 Bed / 2 Bath	32	908	8.0%	31	96.9%	$651	$0.72	$760	$0.84
2 Bed / 2 Bath	24	931	6.0%	20	83.3%	$723	$0.78	$775	$0.83
2 Bed / 2 Bath	16	1,110	4.0%	15	93.8%	$816	$0.74	$840	$0.76
Total / Wtd. Avg.	400	745	100.0%	376	94.0%	$641	$0.79	$669	$0.90

(1)	Source: January 2015 rent roll.

(2)	Source: Appraisal.

Estrada Oaks Apartments is a 248-unit, Class B garden-style apartment complex located at 2115 Estrada Parkway in Irving, Texas. Built in 1983, the property contains 21, two-story residential buildings and a single-story leasing office/clubhouse. The property has 412 open surface parking spaces and 80 carports for a total of 485 spaces and a parking ratio of 1.96 spaces per unit. As of January 26, 2015, Estrada Oaks Apartments was 96.8% occupied.

Amenities at the property consist of an on-site leasing office, business center, three laundry rooms, swimming pool, fitness center, playground, tennis court, and grilling areas. Unit amenities feature carpeting and vinyl tile flooring, a standard kitchen appliance package, ceiling fans, fireplace, laundry connections (select units), and patio/balconies. Existing renovated units at the property feature a black appliance package with a built-in microwave, crown molding, re-surfaced countertops, new light fixtures and new cabinetry.

B-27

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

Unit Mix Summary – Estrada Oaks Apartments(1)
Unit Type	# of Units	Unit Size (Sq. Ft.)	% of Total Units	Occupied Units	Occupancy Rate	Avg. Monthly Rental Rate	Avg. Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rate PSF(2)
1 Bed / 1 Bath	24	480	9.7%	24	100.0%	$594	$1.24	$660	$1.38
1 Bed / 1 Bath	56	608	22.6%	55	98.2%	$616	$1.01	$680	$1.12
1 Bed / 1 Bath	80	744	32.3%	78	97.5%	$692	$0.93	$760	$1.02
2 Bed / 2 Bath	24	886	9.7%	23	95.8%	$801	$0.90	$880	$0.99
2 Bed / 2 Bath	32	942	12.9%	30	93.8%	$856	$0.91	$925	$0.98
2 Bed / 2 Bath	32	1,081	12.9%	30	93.8%	$905	$0.84	$995	$0.92
Total / Wtd. Avg.	248	771	100.0%	240	96.8%	$723	$0.97	$795	$1.03

(1)	Source: January 2015 rent roll.

(2)	Source: Appraisal.

The Trestles Apartments is a 280-unit Class B garden-style apartment complex located 3008 Calvary Drive in Raleigh, North Carolina. Built in 1985, the property contains 19, two and three-story residential buildings and a single-story clubhouse. The property has 425 open surface parking spaces which equates to a parking ratio of 1.5 spaces per unit. As of January 26, 2015, The Trestles Apartments was 93.2% occupied.

Amenities at the property consist of an on-site leasing office, two laundry facilities, two swimming pools, and a picnic area. Unit amenities feature carpeting and vinyl tile flooring, a standard kitchen appliance package, fireplace and patio/balcony. Approximately 108 units have recently undergone full interior upgrades which included a new appliance package, faux wood flooring, new hardware, resurfaced cabinetry and resurfaced countertops.

Unit Mix Summary – The Trestles Apartments(1)
Unit Type	# of Units	Unit Size (Sq. Ft.)	% of Total Units	Occupied Units	Occupancy Rate	Avg. Monthly Rental Rate	Avg. Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rate PSF(2)
1 Bed / 1 Bath	96	600	34.3%	88	91.7%	$601	$1.00	$620	$1.03
1 Bed / 1 Bath	64	749	22.9%	61	95.3%	$644	$0.86	$705	$0.94
2 Bed / 1.5 Bath	80	880	28.6%	76	95.0%	$742	$0.84	$760	$0.86
2 Bed / 2 Bath	40	1,049	14.3%	36	90.0%	$792	$0.75	$810	$0.77
Total / Wtd. Avg.	280	778	100.0%	261	93.2%	$710	$1.01	$707	$0.90

(1)	Source: January 2015 rent roll.

(2)	Source: Appraisal.

Remington Place Apartments is a 136-unit Class B garden-style apartment complex located at 1909 Eyrie Court in Raleigh, North Carolina. Built in 1987, the property contains 13, two-story residential buildings and a single-story clubhouse. The property has 235 open surface parking spaces which equates to a parking ratio of 1.73 spaces per unit. As of January 9, 2015, Remington Place Apartments was 96.3% occupied.

Amenities at the property consist of a clubhouse, leasing office, resident business center, a swimming pool, two dog parks, fitness center, and grilling area. Unit amenities feature carpeting and vinyl tile flooring, a standard kitchen appliance package, ceiling fans, laundry connections (select units), and a patio/balcony. Approximately 45 units underwent a full interior upgrade between 2003 and 2006 including a black appliance package, faux wood flooring, new hardware, cabinetry and resurfaced countertops.

Unit Mix Summary – Remington Place Apartments(1)
Unit Type	# of Units	Unit Size (Sq. Ft.)	% of Total Units	Occupied Units	Occupancy Rate	Avg. Monthly Rental Rate	Avg. Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rate PSF(2)
1 Bed / 1 Bath	42	870	30.9%	41	97.6%	$770	$0.88	$730	$0.84
1 Bed / 1 Bath	30	1,005	22.1%	30	100.0%	$803	$0.80	$805	$0.80
2 Bed / 2 Bath	40	1,254	29.4%	36	90.0%	$937	$0.75	$965	$0.77
2 Bed / 2 Bath	24	1,355	17.6%	24	100.0%	$977	$0.72	$1,050	$0.77
Total / Wtd. Avg.	136	1,098	100.0%	131	96.3%	$861	$0.79	$872	$0.80

(1)	Source: January 2015 rent roll.

(2)	Source: Appraisal.

B-28

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

The Timbers Apartments is a 176-unit Class B garden-style apartment complex located at 5900 Timber Creek Lane in Raleigh, North Carolina. Built in 1986, the property contains 12, two-story residential buildings and a single-story clubhouse. The property has 283 open surface parking spaces which equates to a parking ratio of 1.61 spaces per unit. As of January 26, 2015, The Timbers Apartments was 97.7% occupied.

Amenities at the property consist of an on-site leasing office, laundry facilities, swimming pool, tennis court, playground, clubhouse, and fitness center. Unit amenities feature carpeting and vinyl tile flooring, a standard kitchen appliance package, garbage disposal, ceiling fans, fireplace, laundry connections (select units), and patio/balcony. Approximately 100 units have recently undergone renovations, which included a new white appliance package, faux granite countertop finishes, resurfaced cabinetry, and new hardware.

Unit Mix Summary – The Timbers Apartments(1)
Unit Type	# of Units	Unit Size (Sq. Ft.)	% of Total Units	Occupied Units	Occupancy Rate	Avg. Monthly Rental Rate	Avg. Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rate PSF(2)
1 Bed / 1 Bath	80	617	45.5%	79	98.8%	$620	$1.00	$630	$1.02
1 Bed / 1 Bath	8	766	4.5%	7	87.5%	$733	$0.96	$755	$0.99
2 Bed / 2 Bath	80	847	45.5%	78	97.5%	$751	$0.89	$760	$0.90
2 Bed / 2 Bath	8	984	4.5%	8	100.0%	$810	$0.82	$840	$0.85
Total / Wtd. Avg.	176	745	100.0%	172	97.7%	$693	$0.92	$704	$0.94

(1)	Source: January 2015 rent roll.

(2)	Source: Appraisal.

Environmental Matters. The Phase I environmental reports dated December 2015 recommended no further action at the DFW / Raleigh Portfolio properties.

The Market.

Dallas / Fort Worth Market

The Sutter Creek Apartments, Copper Crossing Apartments and Estrada Oaks Apartments are located in the greater Dallas/Fort Worth area within the Dallas/Fort Worth Core Based Statistical Area (the “DFW CBSA”). The DFW CBSA is one of the largest in the nation with approximately 6.7 million residents in 2013. The DFW CSBA consists of 14 contiguous counties in north Central Texas, encompassing approximately 9,250 square miles. The Dallas / Fort Worth area has become a major distribution point for both Texas and the neighboring states. The area is served by six interstates and 18 other U.S. and state highways as well as the Dallas / Fort Worth International Airport, the world’s fourth busiest airport in terms of operations. According to the appraiser, the DFW CBSA has experienced a 1.9% growth in population from 2010-2014 and has a median household income of $59,245, compared with 0.8% and $52,076, respectively, for the country as a whole.

As of Q4 2014, the Dallas/Fort Worth multifamily market has 677,595 existing apartment units, with 3,674 new units developed over the last year and an average occupancy of 94.7%. Monthly asking rental rates averaged $919 per unit in Q4 2014, an increase of 1.8% over the previous quarter, and net absorption was 3,342 units for Q4 2014, bringing annual net absorption to 46,126 units.

Sutter Creek Apartments is located in the city of Arlington, approximately 20 miles southeast of the Fort Worth central business district and 20 miles southwest of the Dallas central business district, within the Arlington submarket. As of Q3 2014, the Arlington submarket reported a total inventory of 48,477 units, which equates to 7.2% of the Dallas/Fort Worth apartment market. According to the appraisal, average occupancy within the submarket was 94.9% as of Q3 2014 and monthly rental rates averaged $771 per unit. Additionally, the 5-year average occupancy in the Arlington market is 92.5%. Rents for the competitive set identified by the appraiser ranged from $715/unit to $757/unit with a weighted average of $726/unit. No new units have been delivered within the submarket over the past year.

Copper Crossing Apartments is located in the city of Benbrook, approximately eight miles southwest of the Fort Worth central business district and 40 miles southwest of the Dallas central business district, within the Intown Ft. Worth/University apartment submarket. As of Q4 2014, the Intown Ft. Worth/University submarket reported a total inventory of 13,522 units, which equates to 2.0% of the Dallas/Fort Worth apartment market. According to the appraisal, average occupancy within the submarket was 94.5%, as of Q4 2014 and monthly rental rates averaged $1,136 per unit. Additionally, the 5-year average occupancy in the Intown Fort Worth/University market is 93.7%. Rents for the competitive set identified by the appraiser ranged from $713/unit to $808/unit with a weighted average of $759. No new units have been delivered within the submarket over the past year.

B-29

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

Estrada Oaks Apartments is located in the city of Irving, approximately 16 miles northwest of the Dallas central business district and 22 miles northeast of the Fort Worth central business district within the Irving submarket. As of Q3 2014, the Irving submarket reported a total inventory of 32,692 units, which equates to 4.8% of the Dallas/Fort Worth apartment market. According to the appraisal, average occupancy within the submarket was 95.5%, as of Q3 2014 and monthly rental rates averaged $773 per unit. Additionally, the 5-year average occupancy in the Irving market is 93.3%. Rents for the competitive set identified by the appraiser ranged from $721/unit to $841/unit with a weighted average of $771/unit. No new units have been delivered within the submarket over the past year.

Raleigh/Durham Market

The Trestles Apartments, Remington Place Apartments and The Timbers Apartments are located in the city of Raleigh, North Carolina, a community within the Raleigh-Cary MSA (the “MSA”). The MSA consists of four counties Wake, Franklin, Nash and Johnston. Raleigh serves as the state capital of North Carolina and was ranked #2 on Forbes fastest growing cities of 2014. The Raleigh area is served by one interstate and four other U.S. and state highways. In addition, the MSA is served by Amtrak and many freight rail carriers that provide not only national, but international service. Triangle Transit provides regional service to several cities in addition to the RDU airport through an extensive bus network. Similarly, the Capital Area Transit (CAT) serves Raleigh and surrounding suburbs. According to the appraiser, the MSA has experienced a 1.9% growth in population from 2010-2014 and has a median household income of $59,293, compared with 0.6% and $52,076, respectively, for the country as a whole.

As of Q3 2014, the Raleigh/Durham market has 134,459 existing apartment units, with 7,956 new units developed over the last year. Average occupancy in Q3 2014 was 94.8%, 0.3% higher than the previous quarter; however, on a current quarter annualized basis, the rate has decreased by 0.5%. Monthly asking rental rates averaged $944 per unit in Q3 2014 and net absorption was 6,940 units.

The Trestles Apartments is located approximately seven miles northeast of the Raleigh central business district, within the Northeast Raleigh apartment submarket. According to the appraisal, as of Q3 2014, the Northeast Raleigh submarket reported a total inventory of 8,999 units, which equates to 6.7% of the Raleigh/Durham apartment market. Average occupancy within the submarket was 94.2% as of Q3 2014 and monthly rental rates averaged $852 per unit. Additionally, the five year average occupancy in the Northeast Raleigh submarket was 92.6%. Rents for the competitive set identified by the appraiser ranged from $772/unit to $858/unit with a weighted average of $777/unit. The appraiser reported that 779 units were added to the submarket over the past year.

Remington Place Apartments is located approximately 6.5 miles southwest of the Raleigh central business district, within the Central Raleigh apartment submarket. According to the appraisal, as of Q3 2014, the Central Raleigh submarket reported a total inventory of 18,937 units, which equates to 14.1% of the Raleigh/Durham apartment market. Average occupancy within the submarket was 95.7% as of Q3 2014 and monthly rental rates averaged $1,062 per unit. Additionally, the five year average occupancy in the Central Raleigh submarket is 93.2%. Rents for the competitive set identified by the appraiser ranged from $738/unit to $992/unit with a weighted average of $822/unit. The appraiser reported that 1,369 units were added to the submarket over the past year.

The Timbers Apartments located approximately eight miles northwest of the Raleigh central business district, within the Northwest Raleigh apartment submarket. According to the appraisal, as of Q3 2014, the Northwest Raleigh submarket reported a total inventory of 17,398 units, which equates to 12.9% of the Raleigh/Durham apartment market. Average occupancy within the submarket was 94.3% as of Q3 2014 and monthly rental rates averaged $916 per unit. Additionally, the five year average occupancy in the Northwest Raleigh submarket is 94.4%. Rents for the competitive set identified by the appraiser ranged from $651/unit to $872/unit with a weighted average of $749/unit. The appraiser reported that 1,045 units were added to the submarket over the past year.

Cash Flow Analysis.

	Cash Flow Analysis
	2012	2013	2014	T-12 1/31/2015	U/W	U/W per Unit
Gross Potential Rent	$13,463,543	$14,001,897	$14,749,360	$14,805,444	$15,115,773	$8,144
Total Other Income	1,658,510	1,735,150	1,907,444	1,910,350	1,910,350	1,029
Less: Vacancy(1)	(1,157,875)	(930,035)	(855,075)	(841,702)	(899,301)	(485)
Less: Bad Debt	(127,900)	(153,649)	(212,245)	(220,101)	(291,321)	(157)
Less: Concessions(2)	(47,367)	(13,210)	(11,386)	(11,420)	0	0
Effective Gross Income	$13,788,911	$14,640,154	$15,578,098	$15,642,570	$15,835,501	$8,532
Total Operating Expenses	7,438,111	7,414,157	7,915,487	7,876,099	7,816,146	4,211
Net Operating Income	$6,350,800	$7,225,998	$7,662,611	$7,766,471	$8,019,354	$4,321
Capital Expenditures	117,155	66,019	231,692	230,728	464,000	250
Net Cash Flow	$6,233,645	$7,159,978	$7,430,920	$7,535,743	$7,555,354	$4,071

(1)	U/W Vacancy represents 5.95% of Gross Potential Rent, which is in line with the appraiser’s concluded vacancy rate for each market.

(2)	Concessions are not currently offered at the property and have historically been minimal. The only concessions offered at the property are referral bonuses offered to existing tenants for referring new tenants.

B-30

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

Property Management. The DFW / Raleigh Portfolio properties are managed by Vesta Management Services, LLC. Headquartered in Houston, TX, Vesta currently manages 35 properties with approximately 8,800 units.

Lockbox / Cash Management. The DFW / Raleigh Portfolio is structured with a springing soft lockbox and springing cash management. Upon the occurrence of a Trigger Period (as defined herein), borrowers will establish and maintain a separate clearing account for each property in the name of one or more of the borrowers (collectively, the “Clearing Account”). All rents and other gross revenue are required to be transmitted directly by non-residential tenants, and, for residential tenants, by the borrowers and the property manager, into the Clearing Account. During the continuance of a Trigger Period, funds deposited into the Clearing Account will be swept daily into a deposit account controlled by the lender and disbursed in accordance with the DFW / Raleigh Portfolio Loan documents.

A “Trigger Period” will commence upon the occurrence of (i) an event of default or (ii) if the debt service coverage ratio falls below 1.10x for any calendar quarter and will end if all events of default have been cured and such cure has been accepted by the lender and the debt service coverage ratio has increased to at least 1.20x for two consecutive calendar quarters.

Initial Reserves. At closing, the borrowers deposited (i) $459,792 into a tax reserve account, (ii) $5,103 into an insurance reserve account, (iii) $9,475,083 into a capital expenditure holdback reserve account for planned capital improvements at the DFW / Raleigh Portfolio properties ($2,479,165 allocated to Copper Crossing, $1,334,361 allocated to Estrada Oaks, $812,515 allocated to Remington Place, $2,575,640 allocated to Sutter Creek, $960,593 allocated to Timbers and $1,312,810 allocated to Trestles) and (iv) $135,250 into a required repairs reserve account, which represents 125% of the engineer’s recommended repairs at the properties.

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 $113,517, into a tax reserve account and (ii) $1/12 of the estimated annual insurance premiums, which currently equates to $5,103, into an insurance reserve account, and (iii) $38,667 into a replacement reserve account. Deposits into the insurance reserve account will be waived so long as an acceptable blanket policy is in place.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Partial Release. After the expiration of the lockout period, the borrowers may obtain the release of an individual property upon a bona fide third-party sale provided, among other things, (i) the LTV ratio for the remaining properties does not exceed the lesser of the LTV immediately preceding such release and 74.5%, (ii) the DSCR for the remaining properties is not less than the greater of the DSCR immediately preceding the partial release and 1.31x, (iii) borrowers partially defease the loan in an amount equal to the greater of 125% of the allocated loan amount for the released property or 100% of the net sales proceeds from the released property.

Substitution. None.

B-31

Various

Collateral Asset Summary – Loan 3

DFW / Raleigh Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,800,000

74.4%

1.31x

8.4%

B-32

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-33

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

B-34

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	SL Green Realty Corp.; Joseph Moinian
Borrower:	3 Columbus Circle LLC
Original Balance(1):	$90,000,000
Cut-off Date Balance(1):	$90,000,000
% by Initial UPB:	6.6%
Interest Rate:	3.6100%
Payment Date:	6th of each month
First Payment Date:	April 6, 2015
Maturity Date:	March 6, 2025
Amortization:	Interest Only
Additional Debt(1):	$260,000,000 Pari Passu Debt
Call Protection:	L(26), D(87), O(7)
Lockbox / Cash Management:	Hard / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$1,260,386	$420,129
Insurance:	$0	Springing
TI/LC:	$4,405,062	$0
Required Repairs:	$3,500,000	$0
Rent Concession:	$840,248	$0
Signage Conversion:	$2,524,836	$0
Signage Rent:	$1,550,000	$0

Financial Information(3)
Cut-off Date Balance / Sq. Ft.:		$666
Balloon Balance / Sq. Ft.:		$666
Cut-off Date LTV:		50.0%
Balloon LTV:		50.0%
Underwritten NOI DSCR(4):		2.39x
Underwritten NCF DSCR(4):		2.30x
Underwritten NOI Debt Yield:		8.8%
Underwritten NCF Debt Yield:		8.4%
Underwritten NOI Debt Yield at Balloon:		8.8%
Underwritten NCF Debt Yield at Balloon:		8.4%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral:	Fee Simple
Location:	New York, NY
Year Built / Renovated:	1927 / 2011-2013
Total Sq. Ft.:	740,179
Collateral Sq. Ft.:	525,807
Property Management:	Newmark & Company Real Estate, Inc.
Underwritten NOI(5):	$30,648,061
Underwritten NCF:	$29,494,350
“As-is” Appraised Value:	$700,000,000
“As-is” Appraisal Date:	February 1, 2015
“As Stabilized” Value:	$820,000,000
“As Stabilized” Date:	February 1, 2018

Historical NOI(5)
Most Recent NOI:	$25,762,399 (T-12 September 30, 2014)
2013 NOI:	$19,719,928 (December 31, 2013)
2012 NOI:	$7,273,760 (December 31, 2012)
2011 NOI:	$2,852,297 (December 31, 2011)

Historical Occupancy(5)
Most Recent Occupancy(6):	82.7% (February 28, 2015)
2013 Occupancy:	67.1% (December 31, 2013)
2012 Occupancy:	27.5% (December 31, 2012)
2011 Occupancy:	18.4% (December 31, 2011)

(1)

The Original Balance and Cut-off Date Balance of $90.0 million represents the controlling Note A-1 of a $350.0 million whole loan (the “3 Columbus Circle Loan Combination”) evidenced by six pari passu notes. The pari passu companion loan is comprised of the non-controlling Note A-2, non-controlling Note A-3, non-controlling Note A-4, non-controlling Note A-5 and non-controlling Note A-6, with an aggregate original principal amount of $260.0 million. The non-controlling Note A-4 was securitized in the COMM 2015-CCRE22 trust, the non-controlling Note A-2 and Note A-5 were included in the CGMT 2015-GC29 trust, and the non-controlling Note A-3 and Note A-6, were included in the WFCM 2015-LC20 trust.

(2)

See “Initial Reserves” and “Ongoing Reserves” herein.

(3)

DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate 3 Columbus Circle Loan Combination.

(4)

Mortgage Loan Underwritten NOI DSCR and Underwritten NCF DSCR are based on the interest only debt service payment. Based on a hypothetical 30-year amortization schedule, the Mortgage Loan Underwritten NOI DSCR and Underwritten NCF DSCR are 1.60x and 1.54x, respectively,

(5)

From 2011 to 2013, the 3 Columbus Circle Property underwent an extensive repositioning, during which time the majority of the rent roll was turned over, including a capital improvement program that consisted of building-wide improvements totaling approximately $82.5 million and suite-specific improvements totaling approximately $18.5 million. The increase in Underwritten NOI over Most Recent NOI is due in part to approximately $2.2 million in underwritten straight-line rents for investment grade tenants and underwritten step rents through February 2016, as well as new leases dating back to the third quarter of 2014 which contribute approximately $2.7 million in underwritten base rent.

(6)

Most Recent Occupancy includes Laura & John Arnold Foundation (9,708 sq. ft.) and PS Broadway (4,533 sq. ft.), which have executed leases but have not taken occupancy.

B-35

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent PSF	% of Total U/W Base Rent	Lease Expiration
Non-Collateral Condo Tenant
Y&R	BBB+/NR/BBB	214,372	NAP	$1.83(2)	1.1%	NAP

Office Tenants
Y&R(3)	BBB+/NR/BBB	159,394	30.3%	$62.17	28.0%	7/31/2033
Emerge212	BBB-/Baa3/BB+	57,359	10.9%	$50.00	8.1%	2/29/2028
Gilder Gagnon Howe & Co.	NR/NR/NR	36,076	6.9%	$114.93	11.7%	1/31/2017
Jazz at Lincoln Center(4)	NR/NR/NR	30,653	5.8%	$52.00	4.5%	4/30/2028
Versace(5)	NR/NR/NR	21,342	4.1%	$70.00	4.2%	7/31/2025
Total Major Office Tenants		304,824	58.0%	$65.65	56.5%
Remaining Office Tenants		91,335	17.4%	$67.30	17.4%
Total Occupied Office Tenants		396,159	75.3%	$66.03	73.9%
Vacant Office		50,568	9.6%
Total Office		446,727	85.0%

Retail Tenants
CVS(6)	NR/Baa1/BBB+	21,159	4.0%	$172.50	10.3%	7/31/2028
Chase(7)	A+/A3/A	10,000	1.9%	$357.50	10.1%	4/30/2021
Bank of America(8)	A/Baa2/A-	3,263	0.6%	$408.45	3.8%	8/31/2017
FPB 1775 Broadway	NR/NR/NR	1,025	0.2%	$245.85	0.7%	1/31/2024
Total Occupied Retail Tenants		35,447	6.7%	$248.53	24.9%
Vacant Retail		40,286	7.7%
Total Retail		75,733	14.4%

Storage/Telecom/Other		202	0.0%	$150.59	0.1%
Total Leased Collateral		431,808	82.1%	$81.05	98.9%
Management Office		2,831	0.5%
Total Occupied Collateral		434,639	82.7%	$81.42	100.0%
Vacant Retail		40,286	7.7%
Vacant Office		50,568	9.6%
Vacant Other		314	0.1%
Total		525,807	100.0%

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

(2)	Represents underwritten cleaning fees of $391,956 due from the non-collateral Y&R condominium which have historically been accounted for separate from the non-collateral Y&R condo fee reimbursement.

(3)	Y&R has two, 10-year renewal options remaining, each at an amount equal to 100.0% of fair market rent.

(4)	Jazz at Lincoln Center has one, five-year renewal option remaining at fair market rent.

(5)	Versace has one, five-year renewal option remaining at fair market rent.

(6)	CVS has one, 10-year renewal option remaining at the greater of 100.0% of fair market rent or 115.0% of the rent then payable at the expiration of the CVS lease term.

(7)	Chase has one, five-year renewal option remaining at the greater of $3,932,500 and 95.0% of fair market rent.

(8)	Bank of America has one, five-year renewal option remaining at the greater of 100.0% of fair market rent or the rent then payable at the expiration of the Bank of America lease term.

B-36

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

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%
2015	6	23,697	4.5%	23,697	4.5%	$57.40	3.8%	3.8%
2016	0	0	0.0%	23,697	4.5%	$0.00	0.0%	3.8%
2017	5	46,282	8.8%	69,979	13.3%	$130.08	17.0%	20.9%
2018	2	5,704	1.1%	75,683	14.4%	$72.62	1.2%	22.0%
2019	3	13,735	2.6%	89,418	17.0%	$76.14	3.0%	25.0%
2020	1	4,533	0.9%	93,951	17.9%	$78.45	1.0%	26.0%
2021	1	10,000	1.9%	103,951	19.8%	$357.50	10.1%	36.1%
2022	0	0	0.0%	103,951	19.8%	$0.00	0.0%	36.1%
2023	3	21,226	4.0%	125,177	23.8%	$68.00	4.1%	40.2%
2024	2	6,814	1.3%	131,991	25.1%	$101.98	2.0%	42.1%
2025	2	31,050	5.9%	163,041	31.0%	$65.62	5.8%	47.9%
Thereafter	5	268,565	51.1%	431,606	82.1%	$67.10	50.9%	98.8%
Other(2)	8	3,033	0.6%	434,639	82.7%	$139.26	1.2%	100.0%
Vacant	NAP	91,168	17.3%	525,807	100.0%	NAP	NAP
Total / Wtd. Avg.	38	525,807	100.0%			$81.42	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)	Other includes management offices and telecom/storage space in the basement.

The Loan. The 3 Columbus Circle loan (the “3 Columbus Circle Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 525,807 sq. ft. condominium portion of a 740,179 sq. ft. office building, located at 3 Columbus Circle, New York City on the block bounded by Broadway to the east, Eighth Avenue to the west, and West 58th and West 57th Streets to the north and south, respectively (the “3 Columbus Circle Property”) with an original principal balance of $90.0 million. The 3 Columbus Circle Loan is comprised of the controlling Note A-1 of a $350.0 million whole loan that is evidenced by six pari passu notes (collectively, the “3 Columbus Circle Loan Combination”). Only the $90.0 million controlling Note A-1 will be included in the COMM 2015-CCRE23 trust. The $85.0 million non-controlling Note A-4 was included in the COMM 2015-CCRE22 trust, the non-controlling Note A-2 and non-controlling Note A-5, with an aggregate original principal balance of $100.0 million, were included in the CGMT 2015-GC29 trust, and the non-controlling Note A-3 and Note A-6, with an aggregate original principal balance of $75.0 million, were included in the WFCM 2015-LC20 trust. The 3 Columbus Circle Loan has a 10-year term and pays interest only for the term of the loan. The 3 Columbus Circle Loan accrues interest at a fixed rate equal to 3.6100% and has a cut-off date balance of $90.0 million. Loan proceeds were used to retire existing debt of approximately $228.2 million, pay closing costs of approximately $5.4 million, fund reserves of approximately $14.1 million and return approximately $102.3 million of equity to the borrower. Based on the appraised value of $700.0 million as of February 1, 2015, the cut-off date LTV is 50.0%. The most recent prior financing of the 3 Columbus Circle Property was not included in a securitization.

The relationship between the holders of the Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – Loan Combinations – The 3 Columbus Circle Loan Combination” in the accompanying Free Writing Prospectus.

Pari Passu Note Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$90,000,000	$90,000,000	COMM 2015-CCRE23	Yes
Note A-2 and A-5	$100,000,000	$100,000,000	CGMT 2015-GC29	No
Note A-3 and A-6	$75,000,000	$75,000,000	WFCM 2015-LC20	No
Note A-4	$85,000,000	$85,000,000	COMM 2015-CCRE22	No
Total	$350,000,000	$350,000,000

B-37

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$350,000,000	100.0%	Loan Payoff	$228,200,410	65.2%
			Reserves	$14,080,532	4.0%
			Closing Costs	$5,438,669	1.6%
			Return of Equity	$102,280,390	29.2%
Total Sources	$350,000,000	100.0%	Total Uses	$350,000,000	100.0%

The Borrower / Sponsor. The borrower, 3 Columbus Circle 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 non-recourse carveout guarantors are Joseph Moinian and SL Green Realty Corp., jointly and severally.

Joseph Moinian is the founder and CEO of The Moinian Group. Founded in 1982, The Moinian Group is a New York City-based developer, investor and long-term owner of prime real estate. The Moinian Group owns in excess of 20 million sq. ft. of residential, hotel, commercial and retail properties across major cities including New York, Chicago, Dallas and Los Angeles.

SL Green Realty Corp., New York City’s largest office landlord, is a fully integrated, publicly traded (NYSE: SLG) REIT that is focused primarily on the acquisition and management of Manhattan commercial properties. As of December 31, 2014, SL Green Realty Corp. held interests in 101 Manhattan buildings totaling 42.4 million sq. ft. of space. In addition to its Manhattan investments, SL Green Realty Corp. holds ownership interests in 36 suburban buildings totaling 5.9 million sq. ft. in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey.

The Property. The 3 Columbus Circle Property consists of units 1 through 20 in a 21-unit condominium and is comprised of the basement through second floor, and ninth through 26th floors of a 26-story Class A, multi-tenant office building that was originally constructed in 1927 to serve as headquarters for General Motors Corporation. The remaining unit in the condominium (the “YR Unit”), which is comprised of floors three through eight, consisting of 214,372 sq. ft., is owner-occupied by Y&R and does not serve as collateral for the 3 Columbus Circle Loan. The borrower owns a 71.9% undivided interest in the common elements of the condominium and appoints two of the three members of the Board of Managers of the condominium association.

From 2011 to 2013, the property underwent a large-scale renovation and modernization program including the installation of an entirely new glass curtain wall façade and a new lobby featuring backlit, frosted-glass walls, brushed bronze wall accents and white marble flooring. Other improvements to the building systems included new installation of a new cooling tower and HVAC equipment, air conditioning units and mechanical equipment rooms on all floors, as well as upgrades to the building’s fire, sprinkler, elevator and electrical systems. The reported cost of the renovation program was approximately $101.0 million ($136 PSF based on the total building sq. ft.). The 3 Columbus Circle Property totals 525,807 collateral sq. ft. and is comprised of 446,727 sq. ft. of office space, 75,733 sq. ft. of retail space and 3,347 sq. ft. of other building space. As of February 28, 2015, the 3 Columbus Circle Property was 82.7% occupied and the office space (73.9% of U/W Base Rent) was approximately 88.7% occupied. Office floor plates at the 3 Columbus Circle Property range from 9,200 sq. ft. to 41,202 sq. ft. with views of Central Park from the upper floors and terraces.

The 3 Columbus Circle Property spans the entire block bounded by Broadway to the east, Eighth Avenue to the west, and West 58th and West 57th Streets to the north and south, respectively. The 3 Columbus Circle Property has approximately 216.2 ft. of frontage along Broadway, 200.1 ft. of frontage along Eighth Avenue, 201.2 ft. of frontage along West 57th Street and 121.2 ft. of frontage along West 58th Street. The 3 Columbus Circle Property is served primarily by the 59th Street/Columbus Circle subway station, located to the northwest, which offers trains on the A, B, C, D and 1 lines, as well as the M20, M57 and M104 bus lines.

The three largest tenants at the 3 Columbus Circle Property occupy a total of 48.1% of the total net rentable area (“NRA”) and account for 47.8% of underwritten base revenue. The largest tenant, Y&R, occupies 159,394 sq. ft., or 30.3% of total NRA, and accounts for 28.0% of underwritten base rent. The second largest tenant, Emerge212, occupies 57,359 sq. ft. or 10.9% of total NRA, and accounts for 8.1% of underwritten base rent. The third largest tenant, Gilder Gagnon Howe & Co., occupies 36,076 sq. ft. on the top three floors of the 3 Columbus Circle Property, or 6.9% of total NRA, and accounts for 11.7% of underwritten base rent. No other tenant at the 3 Columbus Circle Property occupies more than 5.8% of total NRA or accounts for more than 10.3% of underwritten base rent. Tenants rated investment grade by at least one of Fitch/Moody’s/S&P comprise 47.8% of the NRA at the 3 Columbus Circle Property and account for 61.4% of underwritten base rent, with a weighted average remaining lease term of approximately 16.1 years.

In connection with the renovation and modernization of the property between 2011 and 2013, the majority of the 3 Columbus Circle Property’s tenant base was turned over, bringing the occupancy down to 18.4% as of December 2011. In 2012, Y&R took occupancy of 124,760 sq. ft. in addition to purchasing its 214,372 sq. ft. condominium on floors three through eight. During 2013, Emerge212 took occupancy of 57,359 sq. ft. and Y&R expanded into an additional 34,634 sq. ft. Since then, occupancy at the 3 Columbus Circle Property has steadily increased to the current occupancy level of 82.7% as of February 28, 2015.

B-38

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

Environmental Matters. The Phase I environmental report dated February 9, 2015 recommended the continued implementation of an asbestos operation and maintenance plan at the 3 Columbus Circle Property, which is currently in place.

Major Tenants.

Y&R (159,394 sq. ft.; 30.3% of NRA; 28.0% of U/W Base Rent; BBB+/BBB by Fitch/S&P) Y&R is a global marketing and communications company with over 6,500 employees in 95 countries specializing in advertising, digital and social media, sales promotion, direct marketing and brand identity consulting. Y&R is a subsidiary of WPP, a British multinational advertising and public relations conglomerate. The 3 Columbus Circle Property represents Y&R’s world headquarters. Y&R initially leased 124,760 sq. ft. comprising all of floors 9, 10, 18 and 19 at the 3 Columbus Circle Property beginning in 2012 and later expanded into an additional 34,634 sq. ft. on the 11th floor in 2013, in addition to its non-collateral 214,372 sq. ft. of space. Y&R’s leases expire July 31, 2033, with no early termination options and two, ten-year renewal options.

Emerge212 (57,359 sq. ft.; 10.9% of NRA; 8.1% of U/W Base Rent; BBB-/Baa3/BB+ by Fitch/Moody’s/S&P) Emerge212, a wholly-owned subsidiary of SL Green Realty Corp., is a provider of Class A boutique shared office space across three locations in Midtown Manhattan. Emerge212 offers flexible leasing plans for its fully furnished offices, with amenities that include executive boardrooms and conference rooms available for rental by the hour or day, comprehensive catering services, office and meeting supplies, gigabit LAN internet connectivity with support staff, server rack room space, local and network printing as well as temporary business staffing assistance. Emerge212 has occupied the entire 15th and part of the 16th floor of the 3 Columbus Circle Property since 2013 and its lease expires in February 2028 with no early termination options.

Gilder Gagnon Howe & Co. (36,076 sq. ft.; 6.9% of NRA; 11.7% of U/W Base Rent) Gilder Gagnon Howe & Co., founded in 1968 as R. Gilder & Co., is a registered investment advisor that manages investments for individuals on a discretionary basis. Gilder Gagnon Howe & Co. focuses on individual companies and invests based on its independent research, relying on fundamentals relating to a particular company and its industry. Gilder Gagnon Howe & Co.’s lease runs through January 31, 2017 with no early termination options.

Signage Conversion. The 3 Columbus Circle Property currently features a static electronic rooftop sign leased to Clear Channel signage through April 2015 at a rate of $1,550,000 per year which displays the CNN logo and the current time and temperature. The sponsor does not plan to renew the Clear Channel lease and intends to convert the signage to a dynamic digital LED sign. The full cost to install the digital display, in an amount equal to $2,524,836, along with $1,550,000 of signage rent was reserved at closing.

The Market. The 3 Columbus Circle Property is located in New York’s Midtown West office market within the Westside office submarket. As of Q3 2014, Midtown West Class A office inventory was comprised of approximately 37.7 million sq. ft. of office space with a vacancy rate of 10.7%. Specifically, Class A office inventory within the Westside submarket was comprised of approximately 23.8 million sq. ft. of office space with a vacancy rate of 11.1%. As of Q3 2014, Class A Midtown West office rents were $77.05 PSF with Westside office submarket rental rates of $79.66 PSF. The appraiser analyzed a set of seven directly competitive properties within the immediate competitive area of the 3 Columbus Circle Property and concluded an office market rental range of $65.00 to $135.00. Underwritten weighted average office rents at the 3 Columbus Circle Property are currently $66.03 PSF, slightly below the appraiser’s concluded office market rent for the 3 Columbus Circle Property of $73.77 PSF. The chart below summarizes the comparable set as determined by the appraisal.

Comparable Set(1)
Building	Office Area	Available	% Occupied	Asking Rent Low	Asking Rent High
3 Columbus Circle Property(2)	446,727	50,568	88.7%	NAP	NAP
40 West 57th Street	712,000	50,000	93.0%	$115.00	$115.00
1740 Broadway	412,704	0	100.0%	NAP	NAP
810 Seventh Avenue	748,023	107,937	85.6%	$85.00	$85.00
888 Seventh Avenue	841,000	100,442	88.1%	$70.00	$135.00
1350 Avenue of the Americas	424,000	23,605	94.4%	$65.00	$85.00
1370 Avenue of the Americas	339,000	34,316	89.9%	$70.00	$80.00
1755 Broadway	214,425	0	100.0%	NAP	NAP
Total / Wtd. Avg.(3):	3,691,152	316,300	91.4%	$65.00	$135.00

(1)	Source: Appraisal.

(2)	Based on rent roll dated February 28, 2015.

(3)	Total / Wtd. Avg. excludes the 3 Columbus Circle Property.

B-39

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

The below chart summarizes the appraiser’s office market rent conclusion by floor.

Office Market Rent(1)
Floors	Average Floorplate (Sq. Ft.)	Rent PSF
9 to 15	34,162	$68.00
16 to 18	33,983	$72.00
19 to 23	21,255	$80.00
24 to 26	14,428	$90.00
Wtd. Avg.	26,852	$73.77

(1)	Source: Appraisal.

The 3 Columbus Circle Property features retail space located on the ground floor, lower level and second floor. The appraiser examined six comparable on-grade retail leases in the immediate area around the 3 Columbus Circle Property as well as eight large multi-level retail leases across Manhattan to conclude market rents for the retail space. A summary of the leases is presented below.

Comparable Retail Leases – On-Grade(1)

Address	Tenant	Frontage	Lease Sq. Ft.	Adjusted Rent PSF	Lease Term	Lease Type
250 West 57th Street	HSBC	West 57th Street	3,000	$399.30	10 years	Gross
1841 Broadway	Luggage Company	Broadway	1,208	$397.00	5 years	Gross
836 Seventh Avenue	Dunkin Donuts	Eighth Avenue	400	$420.00	10 years	Gross
250 West 57th Street	Starbucks	Eighth Avenue	879	$390.00	10 years	Gross
250 West 57th Street	AT&T	West 57th Street	3,797	$408.00	10 years	Gross

(1)	Source: Appraisal.

Comparable Retail Leases – Multi-Level(1)

Address	Tenant	Frontage	Lease Sq. Ft.	Adjusted Rent PSF	Lease Term	Lease Type
545 Fifth Avenue	NBA	Fifth Avenue	24,648	$135.00	20 years	Gross
635 Avenue of the Americas	Lowe’s	6th Ave. & 19th St.	28,351	$202.00	15 years	Gross
105 Fifth Avenue	Banana Republic	5th Ave. & 18th St.	28,800	$118.00	10 years	Gross
101 Seventh Avenue	Barney’s	Seventh Avenue	50,450	$134.00	10 years	Gross
583 Broadway	Under Armour	Broadway	20,144	$116.00	10 years	Gross
249 West 17th Street	Room & Board	17th Street	60,919	$114.00	15 years	Gross
1095 Avenue of the Americas	Whole Foods	6th Ave. & 41st St.	33,338	$130.00	20 years	Gross
608 Fifth Avenue	Top Shop	5th Ave. & 49th St.	44,287	$182.00	8 years	Gross

(1)	Source: Appraisal.

Retail Market Rent(1)
Floors	Sq. Ft.	Rent PSF
Basement	20,660	$50.00
Ground Floor	25,906	$393.84
Second Floor	29,267	$100.00
Total/Wtd. Avg.	75,833	$186.75

(1)	Source: Appraisal.

B-40

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

Cash Flow Analysis.

Cash Flow Analysis(1)
	2011	2012	2013	T-12 9/30/2014	U/W	U/W PSF
Base Rent(2)	$11,536,109	$15,615,474	$28,024,937	$31,630,515	$37,587,203	$71.48
Value of Vacant Space	0	0	0	0	8,068,725	15.35
Gross Potential Rent	$11,536,109	$15,615,474	$28,024,937	$31,630,515	$45,655,928	$86.83
Total Recoveries	760,947	1,154,092	3,626,553	7,662,119	7,494,723	14.25
Total Other Income	1,568,146	1,739,456	1,607,205	1,810,923	1,573,077	2.99
Less: Vacancy/Bad Debt(3)	(259,017)	(61,698)	(99,510)	(118,581)	(8,068,725)	(15.35)
Effective Gross Income	$13,606,185	$18,447,324	$33,159,185	$40,984,976	$46,655,003	$88.73
Total Operating Expenses	10,753,888	11,173,564	13,439,257	15,222,578	16,006,943	30.44
Net Operating Income	$2,852,297	$7,273,760	$19,719,928	$25,762,399	$30,648,061	$58.29
TI/LC	0	0	0	0	1,022,259	1.94
Capital Expenditures	0	0	0	0	131,452	0.25
Net Cash Flow	$2,852,297	$7,273,760	$19,719,928	$25,762,399	$29,494,350	$56.09

(1)

From 2011 to 2013, the 3 Columbus Circle Property underwent an extensive repositioning, during which time the majority of the rent roll was turned over, including a capital improvement program that consisted of building-wide improvements totaling $82.5 million and suite-specific improvements totaling $18.5 million. The increase in U/W Net Operating Income over T-12 9/30/2014 Net Operating Income is due in part to approximately $2.2 million in U/W straight-line rents for investment grade tenants and underwritten step rents through February 2016, as well as new leases dating back to the third quarter of 2014 which contribute $2.7 million in U/W Base Rent.

(2)	U/W Base Rent includes $2,196,843 of (i) contractual rent increases through February 2016 and (ii) straight line average rent increases through the earlier of lease expiration or effective termination date for investment grade tenants.

(3)	U/W Vacancy/Bad Debt is based on the in-place vacancy.

Property Management. The 3 Columbus Circle Property is managed by Newmark & Company Real Estate, Inc. Newmark & Company Real Estate, Inc. is owned by Newmark Grubb Knight Frank, which provides property and facilities management for 500 million sq. ft. in the U.S., Europe, Asia-Pacific, the Middle East and Africa.

Lockbox / Cash Management. The 3 Columbus Circle Loan is structured with a hard lockbox and springing cash management. At closing, the borrower was required to instruct all tenants to deposit all rents and other payments into the lockbox account controlled by the lender for the term of the 3 Columbus Circle Loan. All funds in the lockbox account are swept daily to the cash management account controlled by the lender. Provided no Trigger Period is continuing, all funds in the cash management account are swept daily to the borrower’s operating account. Upon the occurrence and during the continuance of a Trigger Period (as defined below), amounts in the cash management account will be disbursed monthly through the waterfall in the loan documents and excess cash swept and held as additional collateral for the loan.

A “Trigger Period” will occur upon (i) an event of default, or (ii) the debt service coverage ratio falling below 1.10x (based on an amortizing 30-year debt service payment). A Trigger Period will end: (a) with respect to clause (i) above, upon the cure of the event of default, or (b) with respect to clause (ii) above, upon the debt service coverage ratio being greater than 1.15x for two consecutive quarters or if the borrower delivers to the lender as additional collateral for the 3 Columbus Circle Loan either cash or a letter of credit in an amount by which the then outstanding principal balance would need to be reduced in order for the debt service coverage ratio to equal 1.10x.

Initial Reserves. At closing, the borrower deposited (i) $1,260,386 into a tax reserve account, (ii) $4,405,062 into a TI/LC reserve account for existing TI/LC obligations due to tenants as of the closing date, (iii) $3,500,000 into a required repairs reserve, (iv) $840,248 into a rent concession reserve for existing free rent obligations due to tenants as of the closing date, (v) $2,524,836 into the signage conversion work reserve and (vii) $1,550,000 into the signage rent reserve, which represents one year of prepaid signage rent under the in place lease.

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 $420,129, into a tax reserve account and (ii) 1/12 of the annual insurance premiums. Notwithstanding the foregoing, in the event that an acceptable blanket insurance policy is in effect, deposits into the insurance reserve account are suspended to the extent that insurance premiums relate to such acceptable blanket insurance policy. As of the loan closing date, an acceptable blanket insurance policy was in effect.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-41

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

B-42

3 Columbus Circle

New York, NY 10019

Collateral Asset Summary – Loan No. 4

3 Columbus Circle

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$90,000,000

50.0%

2.30x

8.8%

B-43

2259 South Kihei Road

Kihei, HI 96753

Collateral Asset Summary – Loan No. 5

Maui Coast Hotel

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,320,000

55.0%

2.77x

12.1%

B-44

2259 South Kihei Road

Kihei, HI 96753

Collateral Asset Summary – Loan No. 5

Maui Coast Hotel

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,320,000

55.0%

2.77x

12.1%

Mortgage Loan Information
Loan Seller(1):	GACC / JLC
Loan Purpose:	Refinance
Sponsor:	J. Stephen Goodfellow; Rodney Olson
Borrower:	WC Maui Coast LLC
Original Balance:	$56,320,000
Cut-off Date Balance:	$56,320,000
% by Initial UPB:	4.1%
Interest Rate:	3.9300%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest Only
Additional Debt:	None
Call Protection:	L(25), YM1(91), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$42,000	$22,252
Insurance:	$287,867	$23,989
FF&E:	$0	1/12 of 4.0% of such year’s annual operating income

Financial Information
Cut-off Date Balance / Room:	$212,528
Balloon Balance / Room:	$212,528
Cut-off Date LTV:	55.0%
Balloon LTV:	55.0%
Underwritten NOI DSCR:	3.05x
Underwritten NCF DSCR:	2.77x
Underwritten NOI Debt Yield:	12.1%
Underwritten NCF Debt Yield:	11.1%
Underwritten Balloon NOI Debt Yield:	12.1%
Underwritten Balloon NCF Debt Yield:	11.1%

Property Information
Single Asset / Portfolio:		Single Asset
Property Type:		Full Service Hospitality
Collateral:		Fee Simple
Location:		Kihei, HI
Year Built / Renovated:		1993 / 2009
Total Rooms:		265
Property Management:		Paramount Hotels LLC
Underwritten NOI:		$6,833,491
Underwritten NCF:		$6,226,433
Appraised Value:		$102,400,000
Appraisal Date:		February 17, 2015

Historical NOI
Most Recent NOI:	$7,021,595 (T-12 March 31, 2015)
2014 NOI:	$6,708,818 (December 31, 2014)
2013 NOI:	$5,546,100 (December 31, 2013)
2012 NOI:	$4,715,666 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	85.1% (March 31, 2015)
2014 Occupancy:	84.4% (December 31, 2014)
2013 Occupancy:	85.0% (December 31, 2013)
2012 Occupancy:	87.1% (December 31, 2012)

(1)	The Maui Coast Hotel Loan was originated by JLC and a $28,160,000 note was subsequently purchased by GACC.

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

B-45

2259 South Kihei Road

Kihei, HI 96753

Collateral Asset Summary – Loan No. 5

Maui Coast Hotel

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,320,000

55.0%

2.77x

12.1%

The Loan. The Maui Coast Hotel loan (the “Maui Coast Hotel Loan”) is an approximately $56.3 million fixed rate loan secured by the borrowers’ fee simple interest in a full service hotel totaling 265 rooms and located in Kihei, Hawaii (the “Maui Coast Hotel Property”). The Maui Coast Hotel Loan has a 10-year interest only term and accrues interest at 3.9300%. Loan proceeds were used to refinance approximately $38.5 million of existing debt, fund upfront reserves of approximately $0.3 million, pay closing costs of approximately $0.6 million and return approximately $16.9 million of equity to the borrower. Based on the appraised value of $102.4 million as of February 17, 2015, the cut-off date LTV of the Maui Coast Hotel Loan is 55.0%. The most recent prior financing of the Maui Coast Hotel Property was included in the MLMT 2006-C2 securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$56,320,000	100.0%	Refinance Existing Debt	$38,500,012	68.4%
			Upfront Reserves	$329,867	0.6%
			Closing Costs	$598,771	1.1%
			Return of Equity	$16,891,350	30.0%
Total Sources	$56,320,000	100.0%	Total Uses	$56,320,000	100.0%

The Borrower / Sponsor. The borrower, WC Maui Coast LLC, is a single purpose Washington limited liability company, structured to be bankruptcy remote, with two independent managers in its organizational structure. The sponsors and non-recourse carveout guarantors are J. Stephen Goodfellow and Rodney Olson on a joint and several basis.

The Property. The Maui Coast Hotel Property consists of two buildings: (i) one two-story building located adjacent to the driveway entrance which contains “Ami Ami” Bar & Grill, a 200-seat restaurant, and a large fitness center and (ii) one six-story building which contains 265 guestrooms, 980 sq. ft. of meeting space and the lobby. Amenities include an outdoor pool, whirlpool, tennis court, well-equipped fitness center, guest laundry and dry cleaning service, concierge service and a meeting room; guests are also able to rent bicycles free of charge. There are 232 surface parking spaces dedicated for hotel guests and a van service is available to guests requiring transportation to the airport, local beaches, golf courses and restaurants. The Maui Coast Hotel Property features 265 guestrooms including 92 standard king rooms, 52 double rooms with two queen-sized beds, 60 one-bedroom suites, 51 junior suites of which 28 have king-sized beds and 23 have two queen-sized beds and 10 ADA accessible rooms. Guestrooms average 355 sq. ft. in size and the Maui Coast Hotel Property offers a high ratio of suites relative to its overall guestroom count. Standard guestroom amenities include private balconies with ocean views, mini refrigerators, coffee makers, hair dryers, ceiling fans and air conditioning. The suites include all of the standard amenities in addition to a wet bar. Built in 1993 and substantially renovated in 2009, the Maui Coast Hotel Property is in excellent condition. In total, over the past five years, approximately $4.2 million ($15,679 per room) has been spent on renovations, refurbishments, upgrades and FF&E and soft good replacements. In addition, $545,500 ($2,056 per room) has been budgeted for 2015 for guest room amenities, pool bar upgrades and fitness center equipment.

Environmental Matters. The Phase I environmental report dated February 27, 2015 recommended no further action at the Maui Coast Hotel Property.

The Market. The Maui Coast Hotel Property is located on the southwest coast of the island of Maui in the city of Kihei in Hawaii. Primary frontage is along South Kihei Drive, which connects to Highway 31 approximately four miles north of the Maui Coast Hotel Property. Kamaole Beach Park is located directly across the street and is one of the highest rated beaches on the island. The immediate neighborhood is characterized by custom single-family homes and a timeshare facility operated by Wyndham. Maui is the second largest Hawaiian island and is also the second most visited island, known for its upscale lodging destinations and beautiful beaches. Although the tourism industry is paramount to Hawaii’s economy, the state’s favorable position between mainland North America and the continent of Asia has also made the island a strategic defense site for the United States military. In addition, the year-round moderate climate is highly conducive to agriculture. As a result, the Hawaiian economy is diversified between tourism, federal government/military establishments and agricultural production.

According to a February 2015 hospitality report, the Maui Coast Hotel Property competes with seven other hotels including the Royal Lahaina Resort, Kaanapali Beach Hotel, Makena Beach & Golf Resort, Kamaole Sands, Aston Hotel at The Maui Banyan, Hotel Wailea and the Aston Hotel Maui Hill. Excluding the Maui Coast Hotel Property’s 265 rooms, the competitive set contains a total of 1,698 rooms. As of March 31, 2015, the Maui Coast Hotel Property had an occupancy of approximately 85.1% with an ADR of $172.83 and RevPAR of $147.04.

Maui Coast Hotel Property – Historical Occupancy, ADR, RevPAR(1)
Year	Maui Coast Hotel Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2014	84.5%	$168.55	$142.48	69.9%	$187.55	$131.18	120.9%	89.9%	108.6%
T-12 Feb 2015	85.1%	$169.71	$144.42	69.9%	$192.83	$134.81	121.7%	88.0%	107.1%

(1)	Source: Hospitality Research Report.

B-46

2259 South Kihei Road

Kihei, HI 96753

Collateral Asset Summary – Loan No. 5

Maui Coast Hotel

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,320,000

55.0%

2.77x

12.1%

Demand in this submarket remains consistent throughout the year owing to Hawaii’s temperate and consistent climate. In recent years, market-wide occupancy was greater during the holiday periods, the winter months and the summertime when families tend to take vacations. As a destination leisure market with steady demand throughout the year, the Maui lodging market experiences consistent demand throughout the week.

According to the appraiser, the Maui Coast Hotel Property competitive set contains five hotels on the island of Maui totaling 1,428 rooms. The Maui Coast Hotel Property is unique in comparison to its competitive set in that it is the only full service, upscale hotel located in Kihei. The demand segmentation for the Maui Coast Hotel Property consists of 51% FIT, 35% contract, 12% wholesale and 2% meeting and group. Key demand drivers include contracts with airline crews and demand generated through internet sources including Hotwire, Orbitz and Expedia. The Maui Coast Hotel Property has created a niche in the airline crew market, benefitting from the dominance of luxury product on Maui and the relative scarcity of moderately priced competition among hotels. Airline contracts represented 27%, 29% and 40% of total room revenue in 2012, 2013 and 2014, respectively. The airline contracts with Westjet, United Airlines, American Airlines and Alaska Airlines drive the consistently high occupancy rate achieved at the Maui Coast Hotel Property.

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 3/31/2015	U/W	UW per Room
Occupancy	87.1%	85.0%	84.4%	85.1%	85.0%
ADR	$135.49	$150.49	$168.94	$172.83	$172.83
RevPAR	$117.94	$127.93	$142.52	$147.04	$146.91

Room Revenue	$11,408,169	$12,374,077	$13,785,622	$14,222,543	$14,209,391	$53,620
F&B Revenue	26,452	0	96,000	96,000	96,000	362
Other Revenue	849,581	861,090	864,556	851,157	871,061	3,287
Total Revenue	$12,284,202	$13,235,167	$14,746,178	$15,169,700	$15,176,452	$57,270
Operating Expenses	3,294,711	3,562,084	3,747,559	3,844,435	3,861,779	14,573
Undistributed Expenses	3,723,566	3,590,447	3,797,907	3,810,421	3,908,721	14,750
Gross Operating Profit	$5,265,925	$6,082,636	$7,200,713	$7,514,845	$7,405,953	$27,947
Total Fixed Charges	550,259	536,537	491,894	493,250	572,462	2,160
Net Operating Income	$4,715,666	$5,546,100	$6,708,818	$7,021,595	$6,833,491	$25,787
FF&E	491,368	529,407	589,847	606,788	607,058	2,291
Net Cash Flow	$4,224,298	$5,016,693	$6,118,971	$6,414,807	$6,226,433	$23,496

Property Management. The Maui Coast Hotel Property is managed by Paramount Hotels LLC (the “Manager”), an affiliate of the borrower, owned and controlled by sponsor Rodney Olson (“Olson”).

Paramount Hotels LLC is based in Seattle, Washington and also manages the Paramount Hotels in Seattle and Portland. The original management agreement effective December 1, 1999 and amended on March 31, 2015, was for a term of five years, with automatic annual renewals unless terminated by either party with 60 days prior notice, provided that the borrower agrees not to terminate the Manager so long as (i) the Manager continues to own at least a 25.0% direct or indirect equity interest in the borrower and (ii) the Manager continues to be controlled by Olson, Olson’s wife or Olson’s son.

Lockbox / Cash Management. The Maui Coast Hotel Loan is structured with a hard lockbox and springing cash management. An excess cash flow sweep is required upon (i) the continuation of an event of default or (ii) the failure of the borrower as of any calculation date to maintain a debt yield greater than 8.5% (until such time that the debt yield is at least 8.5% for two consecutive calculation dates).

Initial Reserves. At closing, the borrower deposited (i) $42,000 into a tax reserve account and (ii) $287,867 into an insurance reserve account.

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 $22,252, into a tax reserve account, (ii) 1/12 of the required annual insurance premiums, which currently equates to $23,989, into an insurance reserve account and (iii) 1/12 of 4.0% of such year’s gross income into a FF&E reserve account.

Current Mezzanine or Subordinate Indebtedness. None

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-47

2259 South Kihei Road

Kihei, HI 96753

Collateral Asset Summary – Loan No. 5

Maui Coast Hotel

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$56,320,000

55.0%

2.77x

12.1%

B-48

(THIS PAGE INTENTIONALLY LEFT BLANK)

B-49

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

B-50

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Adam Saitman; Alan Marsh; David Fradin; Brian Lezak; Michael Fradin
Borrower:	Majestic Office Park Owner, LLC
Original Balance:	$48,700,000
Cut-off Date Balance:	$48,700,000
% by Initial UPB:	3.6%
Interest Rate:	4.3250%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest only for first 36 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(25), D(90), O(5)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$164,250	$54,750
Insurance:	$40,300	$3,664
Replacement:	$0	$4,461
TI/LC:	$1,250,000	$22,303
Recent Leasing(2):	$605,525	$0
Lease Sweep Period:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$182
Balloon Balance / Sq. Ft.:	$159
Cut-off Date LTV:	69.9%
Balloon LTV:	60.9%
Underwritten NOI DSCR(3):	1.51x
Underwritten NCF DSCR(3):	1.40x
Underwritten NOI Debt Yield:	9.0%
Underwritten NCF Debt Yield:	8.3%
Underwritten NOI Debt Yield at Balloon:	10.3%
Underwritten NCF Debt Yield at Balloon:	9.5%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Suburban Office
Collateral:	Fee Simple
Location:	Van Nuys, CA
Year Built / Renovated:	1983, 1988 / 2008-2009
Total Sq. Ft.:	267,648
Property Management:	Majestic Asset Management, Inc.
Underwritten NOI:	$4,370,466
Underwritten NCF:	$4,049,288
Appraised Value:	$69,700,000
Appraisal Date:	January 12, 2015

Historical NOI
2014 NOI(4):	$4,281,269 (December 31, 2014)
2013 NOI:	$4,745,406 (December 31, 2013)
2012 NOI:	$4,489,204 (December 31, 2012)

Historical Occupancy(5)
Most Recent Occupancy:	93.2% (February 28, 2015)(6)
2014 Occupancy:	93.2% (December 31, 2014)
2013 Occupancy:	95.8% (December 31, 2013)
2012 Occupancy:	95.1% (December 31, 2012)

(1)

See “Initial Reserves” and “Ongoing Reserves” herein.

(2)

At closing, the borrower deposited $334,241 for outstanding TI/LC and $271,284 for outstanding free rent related to three recently executed leases, which includes approximately $92,059 for North Los Angeles Regional Center, Inc.’s expansion space of approximately 8,369 sq. ft.

(3)

Based on amortizing payments. Based on the current interest only debt service payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.05x and 1.90x, respectively.

(4)

The decrease in Historical NOI from 2013 to 2014 is primarily due to the State of California State Board of Equalization vacating approximately 26,000 sq. ft. in December 2014. Since the CBOE vacated, the sponsor has executed leases for approximately 28,553 sq. ft. at the Sherman Plaza Property.

(5)

Since 2006, the Sherman Plaza Property has maintained an average occupancy of approximately 95.4%.

(6)

Most Recent Occupancy includes two recently executed leases for which the tenants have not yet taken occupancy, representing in the aggregate approximately 6.7% of NRA.

B-51

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

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
North Los Angeles Regional Center, Inc.	NR/NR/NR	78,727(2)	29.4%	$28.12	32.4%	2/29/2020(3)
The State of California	A+/Aa3/A+	47,394	17.7%	$28.63	19.8%	Various(4)
GSA – Public Buildings Service	AAA/Aaa/AA+	26,163	9.8%	$24.89	9.5%	8/31/2016(5)
HemaCare Corporation	NR/NR/NR	25,379	9.5%	$30.18	11.2%	7/31/2017(6)
Interviewing Services of America, Inc.	NR/NR/NR	19,459	7.3%	$23.48	6.7%	1/31/2020(7)
Total Major Tenants		197,122	73.6%	$27.62	79.6%
Remaining Tenants		52,458	19.6%	$26.56	20.4%
Total Occupied Collateral		249,580	93.2%	$27.40	100.0%
Vacant		18,068	6.8%
Total		267,648	100.0%

(1)

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

(2)

North Los Angeles Regional Center, Inc.’s Net Rentable Area (Sq. Ft.) does not include an additional 2,924 sq. ft., which is subleased from LISI, Inc.

(3)

North Los Angeles Regional Center, Inc. has two coterminous leases, each with two, five-year renewal options. North Los Angeles Regional Center, Inc. has the one-time right with respect to 70,358 sq. ft. to terminate all or a portion of such space effective October 31, 2016 with written notice no later than January 1, 2016 subject to an early termination fee.

(4)

The State of California is comprised of five leases: 22,457 sq. ft. with an expiration date of July 31, 2017 and termination option at any time with 60 days’ notice; 9,693 sq. ft. with an expiration date of June 30, 2019 and termination option any time after June 30, 2015 with 30 days’ notice; 9,052 sq. ft. with an expiration date of March 31, 2020 and termination option any time after March 31, 2016 with 90 days’ notice; 4,406 sq. ft. with an expiration date of June 30, 2018 and termination option at any time with 90 days’ notice; 1,786 sq. ft. with an expiration date of September 30, 2016 and termination option at any time with 30 days’ notice.

(5)

GSA – Public Buildings Service may terminate its lease at any time with 90 days’ notice.

(6)

HemaCare Corporation has one, five-year renewal option.

(7)

Interviewing Services of America, Inc. has one, five-year renewal option. Additionally, Interviewing Services of America, Inc. may terminate its lease effective July 30, 2018 with nine months’ notice.

B-52

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

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	1	704	0.3%	704	0.3%	$26.40	0.3%	0.3%
2015	1	2,924	1.1%	3,628	1.4%	$27.00	1.2%	1.4%
2016	7	40,443(2)	15.1%	44,071	16.5%	$25.76	15.2%	16.7%
2017	9	63,798(2)	23.8%	107,869	40.3%	$29.28	27.3%	44.0%
2018	3	6,922(2)	2.6%	114,791	42.9%	$26.57	2.7%	46.7%
2019	1	9,693(2)	3.6%	124,484	46.5%	$27.68	3.9%	50.6%
2020	5	116,399(2)	43.5%	240,883	90.0%	$27.05	46.0%	96.6%
2021	1	8,697	3.2%	249,580	93.2%	$26.40	3.4%	100.0%
2022	0	0	0.0%	249,580	93.2%	$0.00	0.0%	100.0%
2023	0	0	0.0%	249,580	93.2%	$0.00	0.0%	100.0%
2024	0	0	0.0%	249,580	93.2%	$0.00	0.0%	100.0%
2025	0	0	0.0%	249,580	93.2%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	249,580	93.2%	$0.00	0.0%	100.0%
Vacant	NAP	18,068	6.8%	267,648	100.0%	NAP	NAP
Total / Wtd. Avg.	28	267,648	100.0%			$27.40	100.0%

(1)	Certain tenants may 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 Sherman Plaza Loan is structured with a full excess cash sweep in connection to the expiration of the North Los Angeles Regional Center, Inc., GSA-Public Buildings Service, The State of California and HemaCare Corporation leases. See “Lockbox / Cash Management” herein.

The Loan. The Sherman Plaza loan (the “Sherman Plaza Loan”) is a fixed rate loan with an original principal balance of $48.7 million, secured by the borrower’s fee simple interest in a two-building, 267,648 sq. ft. office building complex (the “Sherman Plaza Property”) located in Van Nuys, California. The Sherman Plaza Loan has a 10-year term and is interest only for the first 36 months of the term and amortizes on a 30-year schedule thereafter. The Sherman Plaza Loan accrues interest at a fixed rate equal to 4.3250% and has a cut-off date balance of approximately $48.7 million. Based on the appraised value of $69.7 million as of January 12, 2015, the cut-off date LTV ratio is 69.9%. Loan proceeds along with approximately $2.4 million of equity from the sponsors were used to retire existing debt of approximately $47.7 million, fund reserves of approximately $2.1 million and pay closing costs of approximately $1.3 million. The most recent prior financing of the Sherman Plaza Property was included in the BACM 2006-3 securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$48,700,000	95.4%	Loan Payoff	$47,738,970	93.5%
Sponsor Equity	$2,358,806	4.6%	Reserves	$2,060,075	4.0%
			Closing Costs	$1,259,761	2.5%
Total Sources	$51,058,806	100.0%	Total Uses	$51,058,806	100.0%

The Borrower / Sponsor. The borrower, Majestic Office Park Owner, LLC, is a Delaware limited liability company and single purpose entity structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsors of the borrower and non-recourse carve-out guarantors are Adam Saitman, Alan Marsh, David Fradin, Brian Lezak and Michael Fradin on a joint and several basis.

Brian Lezak and David Fradin are the president and chief financial officer of Majestic Asset Management (“Majestic”), respectively. Majestic is a full service real estate company that specializes in the development, acquisition and management of commercial real estate. Majestic, and its affiliated entities, collectively manage a portfolio of 15 commercial properties totaling approximately 1.0 million sq. ft. located in the Los Angeles region as well as 20 multifamily properties. Majestic is headquartered at the Sherman Plaza Property.

The Property. The Sherman Plaza Property consists of a two-building, Class A office complex that contains 267,648 sq. ft. situated approximately 21.0 miles northwest of downtown Los Angeles on approximately 9.5 acres of land. The Sherman Plaza Property is located in Van Nuys within the greater San Fernando Valley region.

The Sherman Plaza Property was constructed in 1983 and 1988 and most recently renovated in 2008 and 2009 for approximately $2.1 million. Recent improvements include HVAC replacements, restroom renovations and signage upgrades. Since 2005, the Sherman Plaza Property has undergone approximately $3.7 million of capital expenditures. In 2011, the Sherman Plaza Property was awarded the Energy Star Label. The Sherman Plaza Property features an on-site café, on-site management, 24-hour security guards and gated and valet parking. Common areas include polished granite flooring and landscaped exteriors. The Sherman Plaza Property offers 901 parking spaces via subterranean parking at each building as well surface parking.

B-53

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

The Sherman Plaza Property is 93.2% occupied by 18 tenants as of February 28, 2015. The largest tenant, North Los Angeles Regional Center, Inc. leases 78,727 sq. ft., 29.4% of the total net rental area (“NRA”) and accounts for 32.4% of the U/W base rent. The second largest tenant, The State of California (A+/Aa3/A+ by Fitch/Moody’s/S&P), leases 47,394 sq. ft., 17.7% of NRA and accounts for 19.8% of U/W base rent. The third largest tenant, GSA – Public Buildings Service (AAA/Aaa/AA+ by Fitch/Moody’s/S&P), leases 26,163 sq. ft., 9.8% of NRA and accounts for 9.5% of U/W base rent. Excluding the five largest tenants, no other tenant leases more than 3.4% of the total NRA. Approximately 27.5% of the total NRA is occupied by investment grade tenants.

In December 2014, the State of California State Board of Equalization (“CBOE”) vacated approximately 26,000 sq. ft. at the Sherman Plaza Property due to the redrawing of district maps. Since the CBOE vacated, the sponsor has executed leases for approximately 28,553 sq. ft. at the Sherman Plaza Property. The Sherman Plaza Property has maintained an average occupancy of approximately 95.4% since 2006.

Environmental Matters. The Phase I environmental report dated March 19, 2015 recommended the development and implementation of an asbestos operation and maintenance plan at the Sherman Plaza Property, which is currently in place. Environmental insurance, purchased in lieu of Phase II environmental assessments, was issued by Steadfast Insurance Company. Such insurance has a $3.0 million aggregate limit covering a 10 year period coterminous with the Sherman Plaza Loan with an endorsement indicating the policy may be extending for an additional three years.

Major Tenants.

North Los Angeles Regional Center, Inc. (78,727 sq. ft.; 29.4% of NRA; 32.4% of U/W Base Rent) North Los Angeles Regional Center, Inc. (“NLARC”) is one of 21, non-profit organizations under contract with the California Department of Developmental Services to coordinate and provide community-based services to persons with developmental disabilities. NLARC has been active in the San Fernando, Santa Clarita and Antelope Valleys for more than 35 years and currently serve over 18,000 individuals and their families. NLARC occupies 78,727 sq. ft. over two leases, both of which expire in February 2020. Each lease has two, five-year renewal options. In addition, NLARC subleases approximately 2,924 sq. ft., which is subleased from LISI, Inc. NLARC has been a tenant at the Sherman Plaza Property since 2005.

The State of California (47,394 sq. ft.; 17.7% of NRA; 19.8% of U/W Base Rent; A+/Aa3/A+ by Fitch/Moody’s/S&P) The State of California occupies 47,394 sq. ft. over five leases. The State of California divisions at the Sherman Plaza Property include Employment Development Department, Unemployment Insurance Appeals Board, Franchise Tax Board and Special Education Division of the Office of Administrative Hearings. The State of California is comprised of five leases: 22,457 sq. ft. with an expiration date of July 31, 2017; 9,963 sq. ft. with an expiration date of June 30, 2019; 9,052 sq. ft. with an expiration date of March 31, 2020; 4,406 sq. ft. with an expiration date of June 30, 2018; 1,786 sq. ft. with an expiration date of September 30, 2016. The State of California has been a tenant at the Sherman Plaza Property since 1999.

GSA – Public Buildings Service (26,163 sq. ft.; 9.8% of NRA; 9.5% of U/W Base Rent; AAA/Aaa/AA+ by Fitch/Moody’s/S&P) GSA – Public Buildings Services space is occupied by the U.S. Census Bureau’s Los Angeles regional office, which is responsible for all data collection, data dissemination, and geographic operations under its area boundary. Another primary responsibility of the regional office is sourcing and vetting surveyors in order to complete census research. States within the Los Angeles Region’s service area include Alaska, California, Hawaii, Idaho, Nevada, Oregon and Washington. GSA – Public Buildings Services has been a tenant at the Sherman Plaza Property since 2006 and its lease expires in August 2016.

HemaCare Corporation (25,379 sq. ft.; 9.5% of NRA; 11.2% of U/W Base Rent) – HemaCare Corporation (“HemaCare”) is a global provider of biological blood products and services since 1978. HemaCare, provides human-derived primary blood cells and tissues for advanced biomedical research, supports cell therapy clinical trials and commercialization with apheresis collections, and provides a wide range of consulting services in “standard operating procedures” development and regulatory compliance. HemaCare has been a tenant at the Sherman Plaza Property since 2006 and its lease expires in July 2017 with one, five-year renewal option remaining.

Interviewing Services of America, Inc. (19,459 sq. ft.; 7.3% of NRA; 6.7% of U/W Base Rent) – Since 1982, Interviewing Services of America, Inc. (“ISA”) has been a premier data collection, management and processing provider. Offerings include telephone, online and face-to-face data collections as well as survey programming, data processing and sampling services. ISA is headquartered at the Sherman Plaza Property and has been a tenant since 2008. ISA’s lease expires in January 2020 and has one, five-year renewal option.

Market. The Sherman Plaza Property is located in the Van Nuys neighborhood of the city of Los Angeles, within the greater San Fernando Valley. Development in the San Fernando Valley is highly diversified with residential, retail and office components of the market being in high demand. The Sherman Plaza Property is located within the greater 218 million sq. ft. Los Angeles County office market and more specifically, within the San Fernando Valley office submarket. The Sherman Plaza Property is located within approximately 0.5 miles of Interstate 405, a heavily traveled north-south freeway providing access from Irvine to the San Fernando Valley, and approximately 3.5 miles of Ventura Freeway, the principal east-west route through Ventura County and the southern San Fernando Valley.

B-54

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

As of Q3 2014, the San Fernando Valley market contained an overall inventory of approximately 20.7 million sq. ft. with a vacancy rate of 14.4%. The San Fernando Valley market accounts for approximately 10.4% of the total rentable area for the Los Angeles county, which reported a vacancy rate of 16.0%. As of Q3 2014, the Van Nuys submarket contained an overall inventory of approximately 960,000 sq. ft. with a vacancy rate of 6.1%. From Q4 2003 to Q3 2014, the Van Nuys submarket maintained an average vacancy of 8.1%, outperforming the greater San Fernando Valley market average of 13.1%. In 2014, the population and median income within a three-mile radius of the Sherman Plaza Property was approximately 311,223 and $42,149, respectively. As of February 2015, the unemployment rate in Los Angeles County was 7.7%.

Underwritten base rent for office is approximately $27.40 PSF, which is slightly above the appraisal’s market conclusion of $26.40 PSF. The appraiser identified seven comparable offices within the Sherman Plaza Property’s market. A summary of the seven comparable offices is shown in the chart below.

Comparable Properties(1)
Property	City, State	Year Built	NRA (Sq. Ft.)	Occupancy	Rent PSF
Sherman Plaza Property	Van Nuys, CA	1983, 1988	267,648	93%(2)	$27.40(3)
5085 Sepulveda	Van Nuys, CA	1990	87,418	77%	$30.00
Republic Center I	Van Nuys, CA	1979	70,000	76%	$21.60
Tri-Center Plaza	Van Nuys, CA	1990	143,000	99%	NAV
8510-8550 Balboa Boulevard	Northridge, CA	1986	160,366	97%	$25.80
Valley Office Plaza	Sherman Oaks, CA	1966	197,807	81%	NAV
Sherman Oaks Atrium	Sherman Oaks, CA	1985	92,996	78%	$24.00
Columbus Center	Sherman Oaks, CA	1987	63,495	97%	$23.40
Total / Wtd. Avg.(5)			815,082	87%	$26.40(4)

(1)

Source: Appraisal.

(2)

The appraiser concluded a stabilized occupancy of 96.0% for the Sherman Plaza Property.

(3)

Represents underwritten base rent at the Sherman Plaza Property.

(4)

The appraiser determined an average market rent of $26.40 PSF.

(5)

Total / Wtd. Avg. excludes the Sherman Plaza Property.

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	U/W	U/W PSF
Base Rent(1)(2)	$6,918,776	$7,078,921	$6,800,617	$6,837,804	$25.55
Value of Vacant Space	0	0	0	476,995	1.78
Gross Potential Rent	$6,918,776	$7,078,921	$6,800,617	$7,314,799	$27.33
Total Recoveries	120,470	213,974	103,769	118,524	0.44
Total Other Income	172,354	151,832	111,838	161,838	0.60
Less: Vacancy(3)	0	0	0	(521,788)	(1.95)
Effective Gross Income	$7,211,601	$7,444,727	$7,016,224	$7,073,373	$26.43
Total Operating Expenses	2,722,397	2,699,321	2,734,955	2,702,907	10.10
Net Operating Income	$4,489,204	$4,745,406	$4,281,269	$4,370,466	$16.33
TI/LC	0	0	0	267,648	1.00
Capital Expenditures	0	0	0	53,530	0.20
Net Cash Flow	$4,489,204	$4,745,406	$4,281,269	$4,049,288	$15.13

(1)

U/W Base Rent includes $44,792 of contractual rent steps through December 2015 for tenants without termination options.

(2)

The decrease in Base Rent from 2013 to 2014 is primarily due to the State of California State Board of Equalization vacating approximately 26,000 sq. ft. in December 2014. Since the CBOE vacated, the sponsor has executed leases for approximately 28,553 sq. ft. at the Sherman Plaza Property. The Sherman Plaza Property has maintained an average occupancy of approximately 95.4% since 2006.

(3)

U/W Vacancy is based on an economic vacancy of 7.0% of Gross Potential Rent and Total Recoveries, which is greater than the appraiser’s concluded vacancy of 4.0% and in-place economic vacancy of 6.3%. The Sherman Plaza Property is 93.2% occupied as of February 28, 2015.

Property Management. The Sherman Plaza Property is managed by Majestic Asset Management, Inc., which is an affiliate of the borrower.

B-55

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

Lockbox / Cash Management. The Sherman Plaza Loan is structured with a hard lockbox and springing cash management. In place cash management and full excess cash flow sweep will occur upon (i) any event of default, (ii) any bankruptcy action of borrower principal, guarantor or manager, (iii) the failure by the borrower to maintain a debt service coverage ratio of at least 1.15x at the end of any calendar quarter, until the debt service coverage ratio is at least 1.20x for two consecutive calendar quarters (“Low Debt Service Period”) or (iv) the occurrence of a Lease Sweep Period (as defined herein).

The borrower may prevent or cure in place cash management and a full excess cash sweep triggered by a Low Debt Service Period by providing lender with an acceptable letter of credit or cash collateral in an amount which, if applied to the payment of the principal amount of the Sherman Plaza Loan, would cause the debt service coverage ratio to be at least 1.20x. Notwithstanding the foregoing, if the debt service coverage ratio is not greater than 1.20x for two years after the initial commencement of the trigger, a Low Debt Service Period will recommence.

A “Lease Sweep Period” will commence upon, with respect to each Lease Sweep Lease (as defined herein), (i) 12 months prior to the earliest stated expiration, (ii) the date upon which the tenant (a) fails to exercise a renewal option, (b) gives notices of its right to exercise its termination option, if applicable, (c) fails to occupy or “goes dark” in at least 50.0% of its space unless the tenant is rated investment grade by two approved rating agencies and does not have any termination options, among other things, (d) is involved in a bankruptcy action or is in default under its lease or (iii) with respect to GSA - Public Buildings Service and/or The State of California, the tenant or respective parent company is no longer rated investment grade by S&P or an equivalent rating agency.

A “Lease Sweep Lease” means the lease(s) individually or collectively with respect to (i) North Los Angeles Regional Center, Inc., (ii) GSA-Public Buildings Service, (iii) The State of California, (iv) HemaCare Corporation and/or (iv) any replacement tenant.

Initial Reserves. At closing, the borrower deposited (i) $164,250 into a tax reserve account, (ii) $40,300 into an insurance reserve account, (iii) $1,250,000 into a TI/LC reserve deposit account for tenant turnover, lease renewal or lease-up of current vacant space, (iv) $334,241 for outstanding leasing commissions and tenant improvements associated with recent leasing and (v) $271,284 into a free rent reserve account for outstanding free rent associated with recent leasing, which includes approximately $92,059 for North Los Angeles Regional Center, Inc.’s expansion space of approximately 8,369 sq. ft.

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 $54,750, (ii) 1/12 of the required insurance premiums, which currently equates to $3,664, (iii) $22,303 ($1.00 PSF annually) into a TI/LC reserve account, subject to a cap of $1,350,000 and (iv) $4,461 ($0.20 PSF annually) into a capital expenditures reserve account, subject to a cap of $270,000. Additionally, upon the occurrence of a Lease Sweep Period, all excess cash flow will be deposited into a specified lease sweep reserve account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-56

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

B-57

15350-15400 Sherman Way

Van Nuys, CA 91406

Collateral Asset Summary – Loan No. 6

Sherman Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,700,000

69.9%

1.40x

9.0%

B-58

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B-59

8685 Baymeadows Road East

Jacksonville, FL 32256

Collateral Asset Summary – Loan No. 7

Hacienda Club

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,916,155

69.7%

1.20x

8.2%

B-60

8685 Baymeadows Road East

Jacksonville, FL 32256

Collateral Asset Summary – Loan No. 7

Hacienda Club

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,916,155

69.7%

1.20x

8.2%

Mortgage Loan Information
Loan Seller:	JLC
Loan Purpose:	Refinance
Sponsor:	Donald C. Fort
Borrower:	The Hacienda Club Rental Community, LLC
Original Balance:	$40,000,000
Cut-off Date Balance:	$39,916,155
% by Initial UPB:	2.9%
Interest Rate:	5.3750%
Payment Date:	6th of each month
First Payment Date:	April 6, 2014
Maturity Date:	March 6, 2025
Amortization(1):	Interest only for first 12 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(38), D(90), O(4)
Lockbox / Cash Management:	Soft / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$247,200	$49,440
Insurance:	$110,487	$9,899
Replacement:	$0	Springing

Financial Information
Cut-off Date Balance / Unit:			$133,054
Balloon Balance / Unit:			$110,978
Cut-off Date LTV:			69.7%
Balloon LTV:			58.1%
Underwritten NOI DSCR:			1.22x
Underwritten NCF DSCR:			1.20x
Underwritten NOI Debt Yield:			8.2%
Underwritten NCF Debt Yield:			8.1%
Underwritten NOI Debt Yield at Balloon:			9.9%
Underwritten NCF Debt Yield at Balloon:			9.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Jacksonville, FL
Year Built / Renovated:	2014 / NAP
Total Units:	300
Property Management:	Perimeter Realty, Inc.
Underwritten NOI:	$3,291,741
Underwritten NCF:	$3,216,741
“As Is” Appraised Value:	$57,300,000
“As Is” Appraisal Date:	January 16, 2015

Historical NOI
Most Recent NOI:	$3,583,848 (T-3 March 31, 2015 Ann.)
2015 T-6 NOI:	$3,653,441 (T-6 March 31, 2015 Ann.)
2015 T-9 NOI:	$3,404,971 (T-9 March 31, 2015 Ann.)
2015 T-12 NOI:	$2,973,350 (T-12 March 31, 2015)
2014 NOI:	$2,257,637 (December 31, 2014)

Historical Occupancy
Most Recent Occupancy:	94.7% (April 1, 2015)
2015 T-3 Average Occupancy:	95.8% (T-3 March 31, 2015)
2015 T-6 Average Occupancy:	95.7% (T-6 March 31, 2015)
2015 T-9 Average Occupancy:	94.3% (T-9 March 31, 2015)
2015 T-12 Average Occupancy:	89.5% (T-12 March 31, 2015)
2014 Occupancy:	83.9% (December 31, 2014)

(1)	The interest only period has concluded and as of the April 6, 2015 payment, amortization has commenced.

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

B-61

8685 Baymeadows Road East

Jacksonville, FL 32256

Collateral Asset Summary – Loan No. 7

Hacienda Club

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,916,155

69.7%

1.20x

8.2%

Unit Mix Summary(1)
Unit Type	# of Units	% of Total	Occupied Units	Occupancy	Average Unit Size (Sq. Ft.)	Average Monthly Rental Rate Per Unit	Average Monthly Rental Rate PSF	Average Market Monthly Rental Rate Per Unit(2)
1-Bed/1-Bath (Andora)	84	28.0%	84	100.0%	845	$1,035	$1.22	$1,090
1-Bed/1-Bath (Genoa)	28	9.3%	27	96.4%	980	$1,147	$1.17	$1,211
2-Bed/2-Bath (Barcelona)	60	20.0%	57	95.0%	1,202	$1,325	$1.10	$1,375
2-Bed/2-Bath (Cannes)	36	12.0%	30	83.3%	1,224	$1,382	$1.13	$1,452
2-Bed/2-Bath (Var w/ garage)	6	2.0%	6	100.0%	1,274	$1,601	$1.26	$1,665
2-Bed/2-Bath (Provence w/ garage)	8	2.7%	8	100.0%	1,291	$1,764	$1.37	$1,795
3-Bed/2-Bath (Nice)	46	15.3%	42	91.3%	1,351	$1,496	$1.11	$1,556
3-Bed/2-Bath (Rapallo w/ garage)	8	2.7%	8	100.0%	1,401	$1,701	$1.21	$1,745
3-Bed/2-Bath (Savona)	22	7.3%	20	90.9%	1,545	$1,735	$1.12	$1,765
3-Bed/2-Bath (Tuscany w/ garage)	2	0.7%	2	100.0%	1,594	$1,850	$1.16	$1,950
Total / Wtd. Avg.	300	100.0%	284	94.7%	1,144	$1,400	$1.22	$1,376

(1)	Based on a rent roll dated April 1, 2015.

(2)	Source: Appraisal.

The Loan. The Hacienda Club loan (the “Hacienda Club Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 300-unit garden multifamily property located at 8685 Baymeadows Road East in Jacksonville, Florida (the “Hacienda Club Property”) with an original principal balance of $40.0 million. The Hacienda Club Loan has an 11-year term and amortizes on a 30-year schedule after an initial 12 month interest only period (which period has concluded). The Hacienda Club Loan accrues interest at a fixed rate equal to 5.3750% and has a cut-off date balance of approximately $39.9 million. Loan proceeds were used to retire previous debt of approximately $22.7 million, fund reserves of approximately $8.3 million, pay closing costs of approximately $0.8 million and return approximately $8.3 million of equity to the sponsor. Based on the appraised value of $57.3 million as of January 16, 2015, the cut-off date LTV is 69.7%. The most recent prior financing of the Hacienda Club Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$40,000,000	100.0%	Loan Payoff	$22,692,893	56.7%
			Upfront Reserves	$8,280,249	20.7%
			Closing Costs	$765,587	1.9%
			Return of Equity	$8,261,271	20.7%
Total Sources	$40,000,000	100.0%	Total Uses	$40,000,000	100.0%

The Borrower / Sponsor. The borrower, The Hacienda Club Rental Community, LLC, is a single purpose Florida limited liability company structured to be bankruptcy-remote. The borrower’s manager, Hacienda Club Partners, LLC, is a single purpose Delaware limited liability company with two independent directors in its organizational structure. The sponsor of the borrower and the non-recourse carve-out guarantor is Donald C. Fort.

Donald C. Fort founded and serves as president of Perimeter Realty Inc. (“PRI”). PRI was established in 1994 to manage the Fort family real estate portfolio, which is comprised of both residential and commercial real estate including multifamily, retail, medical office and industrial properties. Since inception, the company has built more than 3,800 luxury apartment units, 144,000 sq. ft. of office space and 947,000 sq. ft. of industrial space. Highlights of Mr. Fort’s portfolio include Paradise Island (1,112 units), Ocean Park (168 units) and Cabana Club (252 units). Mr. Fort and PRI are largely based out of the Jacksonville/Ponte Vedra Beach, Florida area.

The Property. The Hacienda Club Property is a newly constructed 300-unit garden-style multifamily property located on a 15.0-acre site with 10 three-story buildings and four two-story buildings located at 8685 Baymeadows Road East in Jacksonville, Florida. Construction commenced in October 2012 and was completed in June 2014. The layout is arranged in a quasi-circular pattern, with the clubhouse, pool and carriage homes at the center and ten larger three-story buildings around the perimeter. The Hacienda Club Property is 94.7% occupied as of April 1, 2015.

Amenities at the Hacienda Club Property include a pool with a waterfall, outdoor grilling, tennis courts, fitness center, cyber café and business center and a clubhouse. Unit amenities include fully equipped kitchens, outside storage units, washer/dryer and a private patio or balcony. The Hacienda Club Property offers 74 spaces housed within several garages as well as 557 surface parking spaces, representing a parking ratio of approximately 2.1 spaces per unit. Below is a chart detailing the historical occupancy for the Hacienda Club Property as new buildings were completed and units became available to lease.

B-62

8685 Baymeadows Road East

Jacksonville, FL 32256

Collateral Asset Summary – Loan No. 7

Hacienda Club

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,916,155

69.7%

1.20x

8.2%

Historical Occupancy(1)
Month	Year	Building Delivered	New Units Delivered	Total # Of Units Available To Lease	Total Units	Units Leased	Occupancy as a % of Total Units	Occupancy as a % of Units Available to Lease
August	2013	1,2	58	58	300	9	3.0%	15.5%
October	2013	3	29	87	300	60	20.0%	69.0%
December	2013	4,11,12,13,14	37	124	300	90	30.0%	72.6%
January	2014		0	124	300	110	36.7%	88.7%
February	2014	5,6	58	182	300	135	45.0%	74.2%
March	2014	7	31	213	300	135	45.0%	63.4%
April	2014		0	213	300	171	57.0%	80.3%
May	2014	9,10	58	271	300	194	64.7%	71.6%
June	2014	8	29	300	300	222	74.0%	74.0%
July	2014		0	300	300	258	86.0%	86.0%
August	2014		0	300	300	279	93.0%	93.0%
September	2014		0	300	300	285	95.0%	95.0%
October	2014		0	300	300	285	95.0%	95.0%
November	2014		0	300	300	287	95.7%	95.7%
December	2014		0	300	300	289	96.3%	96.3%
January	2015		0	300	300	288	96.0%	96.0%
February	2015		0	300	300	290	96.7%	96.7%
March	2015		0	300	300	284	94.7%	94.7%
							T-12 Average	89.5%
							T-9 Average	94.3%
							T-6 Average	95.7%
							T-3 Average	95.8%

(1)	Based on historical rent rolls and certificates of occupancy.

Environmental Matters. The Phase I environmental report dated February 4, 2015 recommended no further action at the Hacienda Club Property.

The Market. The Hacienda Club Property is located in Jacksonville, Florida, within the Jacksonville Metropolitan Statistical Area (the “Jacksonville MSA”). According to the appraiser, the Jacksonville MSA had a 2014 total population of approximately 1.4 million. The major industries represented in the area include aviation and aerospace, finance, information technologies, health services and education, and as of late, the region is gaining a reputation for technology start-ups, offering relatively inexpensive business and labor costs and an alternative tax environment for young entrepreneurs. Due to its convenient location, mild climate, reasonable cost of living, high quality of life and business-friendly environment, Jacksonville is a popular location for corporate expansion and relocation. Tourism throughout the Jacksonville MSA remains a major economic driver through both leisure and business travel. Jacksonville is home to three Fortune 500 corporations including CSX, Fidelity National Financial and Fidelity National Information Services. According to a market research report, the average household income for the Jacksonville MSA in 2014 was $60,928, which is slightly below the state average income of $61,679. However, within a three-mile radius of the Hacienda Club Property, the average household income is approximately $86,618.

The Hacienda Club Property is located in close proximity to major traffic arteries, including U.S. Highway 1, which is located directly south of the Property and Interstate 95, which is located directly west of the Property. The Hacienda Club Property is located approximately 10 miles southeast of the Jacksonville CBD and two miles south of the Saint John’s Town Center, which is Jacksonville’s predominant concentration of retail development. Surrounding developments include a heavy concentration of retail properties along State Road 9A, limited service hotels, office properties and multifamily residences.

As of Q3 2014 the Jacksonville, Florida market had a total apartment inventory of 72,576 units in 363 buildings across 13 submarkets. The overall Jacksonville market reported a vacancy rate of 6.7% and an average rental rate of $867 for the Q3 2014 period. The Hacienda Club Property is located within the Southside/Bay Meadows submarket, which reported a vacancy rate of 6.2% and an average rental rate of $941 for the Q3 2014 period, indicating that the immediate submarket is outperforming the market as a whole. The average rental rate for Class-A establishments within the subject’s submarket is $1,066, and has increased over the years. Historically, the Jacksonville MSA has exhibited positive absorption levels, outpacing new construction and maintaining a high level of demand.

B-63

8685 Baymeadows Road East

Jacksonville, FL 32256

Collateral Asset Summary – Loan No. 7

Hacienda Club

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,916,155

69.7%

1.20x

8.2%

Competitive Set(1)
Name	Hacienda Club Property	Cabana Club	Tattersall at Tapestry Park	Arelia James Island	Hawthorne	Citigate
Year Built	2014	2012	2009	2009	2013	2009
Number of Units	300(2)	252	280	270	240	444
Total Occupancy	94.7%(2)	93.6%	96.0%	96.3%	89.0%	92.0%
Average Unit Size	1,144(2)	1,297	1,104	1,010	1,087	1,042
Avg. Rental Rent Range	$1,065 – $1,950(2)	$1,095 – $1,665	$935 – $1,395	$930 - $1,490	$995 - $1,745	$935 - $1,350

(1)	Source: Appraisal.

(2)	Based on a rent roll dated April 1, 2015.

Cash Flow Analysis.

Cash Flow Analysis
	2014	T-12 3/31/2015	T-9 3/31/2015(1)	T-6 3/31/2015(1)	T-3 3/31/2015(1)	U/W	U/W per Unit
Gross Potential Rent	$3,934,249	$4,514,292	$4,695,642	$4,736,502	$4,737,940	$4,766,780	$15,889
Total Recoveries	0	0	0	0	0	0	0
Total Other Income	360,462	436,903	478,384	498,513	497,128	498,513	1,662
Less: Vacancy, Collection Loss, Concessions (2)	(727,625)	(543,221)	(282,916)	(111,220)	(105,293)	(267,808)	(893)
Effective Gross Income	$3,567,086	$4,407,974	$4,891,111	$5,123,795	$5,129,775	$4,997,485	$16,658
Total Expenses	1,309,449	1,434,624	1,486,139	1,470,354	1,545,927	1,705,744	5,686
Net Operating Income	$2,257,637	$2,973,350	$3,404,971	$3,653,441	$3,583,848	$3,291,741	$10,972
Capital Expenditures	75,000	75,000	75,000	75,000	75,000	75,000	250
Net Cash Flow	$2,182,637	$2,898,350	$3,329,971	$3,578,441	$3,508,848	$3,216,741	$10,722

(1)	Annualized

(2)	U/W Vacancy represents 5.3% of gross income.

Property Management. The Hacienda Club Property is managed by Perimeter Realty, Inc., a sponsor affiliate.

Lockbox / Cash Management. The Hacienda Club Loan is structured with a soft lockbox and springing cash management. All rents from the Hacienda Club Property are required to be deposited directly by the borrower or property manager within one business day of receipt and until the commencement of a Cash Management Period (as defined below), all sums deposited in the lockbox account will be transferred daily to the borrower’s operating account. Following the commencement of a Cash Management Period (as defined below), funds deposited into the clearing account are required to be swept daily by the clearing bank into a lender controlled deposit account, where the funds are required to be disbursed in accordance with the loan agreement. During a Cash Management Period, excess cash flow is deposited into a lender controlled cash collateral account.

A “Cash Management Period” will commence (i) upon and during the continuance of an event of default or (ii) if the debt yield is less than 7.75% for two consecutive calculation dates (until such time that the debt yield is greater than 7.75% for two consecutive calculation dates).

Initial Reserves. At closing, the borrower deposited (i) $247,200 into a tax reserve account, (ii) $110,487 into an insurance reserve account, (iii) $2,547,562 into a construction reserve account, the remainder of which has since been released to the borrower, (iv) $1,075,000 into a debt service reserve account, which has since been released to the borrower and (v) $4,300,000 into a stabilization reserve account, which amount has since been 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 $49,440, into a tax reserve account and (ii) 1/12 of the estimated annual insurance premiums into an insurance account, which currently equates to $9,899. In addition, on the 13th payment date the borrower is required to deposit $150,000 into a replacement reserve account, which will decrease to $7,500 on each payment date thereafter and is subject to a cap of $375,000.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-64

8685 Baymeadows Road East

Jacksonville, FL 32256

Collateral Asset Summary – Loan No. 7

Hacienda Club

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,916,155

69.7%

1.20x

8.2%

B-65

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

B-66

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

Mortgage Loan Information
Loan Seller:	LCF
Loan Purpose:	Acquisition
Sponsor:	Graham Hershman; Julie A. Dumon; Julie A. Dumon Trust Dated March 24, 2006; Michael Payne; Gregory J. Burden
Borrowers:	San Diego Hotel Circle Owner, LLC; 1250 North SD, LLC
Original Balance:	$36,700,000
Cut-off Date Balance:	$36,653,165
% by Initial UPB:	2.7%
Interest Rate:	4.6723%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	360 months
Additional Debt(1):	$5,750,000 Mezzanine Debt
Call Protection:	L(25), D(92), O(3)
Lockbox / Cash Management:	Hard / In Place

Reserves(2)
	Initial	Monthly
Taxes:	$96,778	$54,389
Insurance:	$52,975	$6,622
FF&E:	$0	1/12 of 4.0% of Annual Gross Revenue
PIP:	$2,402,139	$0
Seasonality:	$0	$62,500

Financial Information
	Mortgage Loan	Total Debt
Cut-off Date Balance / Room:	$167,366	$193,622
Balloon Balance / Room:	$136,307	$161,429
Cut-off Date LTV(3):	68.8%	79.6%
Balloon LTV:	56.0%	66.3%
Underwritten NOI DSCR:	1.73x	1.34x
Underwritten NCF DSCR:	1.53x	1.18x
Underwritten NOI Debt Yield:	10.8%	9.3%
Underwritten NCF Debt Yield:	9.5%	8.2%
Underwritten NOI Debt Yield at Balloon:	13.2%	11.2%
Underwritten NCF Debt Yield at Balloon:	11.7%	9.9%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Full Service Hospitality
Collateral:	Fee Simple
Location:	San Diego, CA
Year Built / Renovated:	1970 / 2014
Total Rooms:	219
Property Management:	Portfolio Hotels LLC
Underwritten NOI:	$3,949,231
Underwritten NCF:	$3,491,771
Appraised Value(3):	$53,300,000
Appraisal Date(3):	March 11, 2016

Historical NOI
Most Recent NOI:	$4,417,569 (T-12 February 28, 2015)
2014 NOI:	$4,335,890 (December 31, 2014)
2013 NOI:	$4,039,321 (December 31, 2013)
2012 NOI:	$3,948,155 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	88.3% (February 28, 2015)
2014 Occupancy:	87.6% (December 31, 2014)
2013 Occupancy:	85.7% (December 31, 2013)
2012 Occupancy:	85.2% (December 31, 2012)

(1)	See “Current Mezzanine or Subordinate Indebtedness” herein.

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

(3)

Cut-off Date LTV is based on the “As Complete” Appraised Value, which takes into account planned upgrades to be performed at the property. At closing, approximately $2.4 million was deposited in escrows for a PIP reserve. Based on the “As-is” Appraised Value of $50,400,000 as of March 11, 2015, the Cut-off Date LTV for the mortgage loan is 72.7% on the Mortgage Loan and 84.1% on the Total Debt.

B-67

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

The Loan. The DoubleTree San Diego loan (the “DoubleTree San Diego Loan”) is an approximately $36.7 million fixed rate loan secured by the borrowers’ fee simple interest in a 219-room full service hotel located at 1515 Hotel Circle South in San Diego, California (the “DoubleTree San Diego Property”). The DoubleTree San Diego Loan amortizes on a 30-year schedule. The DoubleTree San Diego Loan accrues interest at a fixed rate equal to 4.6723%. Loan proceeds, along with approximately $10.6 million in sponsor equity and a $5.75 million mezzanine loan, were used to acquire the DoubleTree San Diego Property for approximately $49.2 million, fund reserves of approximately $2.6 million, and pay closing costs of approximately $1.3 million. Based on the appraised value of $53.3 million as of March 11, 2016, the cut-off date LTV is 68.8%. The most recent prior financing of the DoubleTree San Diego Loan was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$36,700,000	69.2%	Purchase Price	$49,221,000	92.8%
Mezzanine Loan	$5,750,000	10.8%	Reserves	$2,551,892	4.8%
Sponsor Equity	$10,593,517	20.0%	Closing Costs	$1,270,625	2.4%
Total Sources	$53,043,517	100.0%	Total Uses	$53,043,517	100.0%

The Borrower / Sponsor. The borrowers, San Diego Hotel Circle Owner, LLC and 1250 North SD, LLC are single purpose Delaware limited liability companies, tenants-in-common, each structured to be bankruptcy-remote and each with one independent director. The sponsors of the borrower and nonrecourse carve-out guarantors, on a joint and several basis, are Graham Hershman, Julie A. Dumon Trust Dated March 24, 2006, Julie A. Dumon, Michael Payne, and Gregory J. Burden.

Graham Hershman and Michael Payne are each principals in Portfolio Hotels and Resorts. Portfolio Hotels & Resorts was founded in 2005. Mr. Hershman had previously created Coastal Hotel Group in 1985 and was responsible for managing luxury destination properties. Portfolio Hotels & Resorts includes a twelve-person team with expertise in the management of both franchised and independent hotels.

The Property. The DoubleTree San Diego Property is a 219-room full service hotel located in the city of San Diego, San Diego County, California. The DoubleTree San Diego Property was built in 1970 and renovated most recently in 2014. The DoubleTree San Diego Property also underwent a significant renovation in 2008, which included an approximately $6.4 million ($29,040 per room) complete renovation of all guestrooms, as well as improvements to the restaurant, outdoor pool and patio, meeting and conference rooms. The DoubleTree San Diego Property is 2.81-acres and contains an 8 story building. The site features a parking garage, 10,318 sq. ft. of meeting space, restaurant and lounge, 24-hour market, business center, fitness center, outdoor heated pool and whirlpool, and outdoor fire pit. The DoubleTree San Diego Property is operated under a franchise agreement with DoubleTree Franchise LLC, under the DoubleTree flag, which expires in March 2030. The franchise monthly program fee is 4.0% of gross rooms’ revenue and the monthly royalty fee is 4.0% of gross rooms’ revenue for 1 year and 5.0% from year 2 through the remainder of the term.

The DoubleTree San Diego Property is currently undergoing an approximately $2.4 million ($10,969 per room) property improvement program that commenced at closing and is required to be completed 12-36 months thereafter. The property improvement program includes upgrades to signage, parking, lighting, building exterior, lobby/entrance, business center, retail shop, public restrooms, restaurant facilities, meeting spaces, fitness and pool area, vending areas, back of house, circulation areas (corridors, elevators, and stairwells) and guest rooms. The guestroom renovation includes new carpets, mattresses, and televisions. Upgrades also include renovations to guest bathrooms.

The DoubleTree San Diego Property features 219 guest rooms including 57 single-king rooms, 130 double-queen rooms, 8 junior suite king rooms, 6 kid suite king rooms, and 18 kid suite double queen rooms. Each standard guest rooms features a flat-screen HDTV and Wi-Fi. The parking garage is 5 stories and features 35 surface level and 230 structured parking spaces, which equates to approximately 1.21 spaces per room. The meeting space can be divided into up to 8 different breakout rooms ranging from 64 sq. ft. to 3,200 sq. ft.

Environmental Matters. The Phase I environmental report dated February 18, 2015 recommended development and implementation of an Asbestos Operations and Maintenance Plan at the DoubleTree San Diego Property.

The Market. The DoubleTree San Diego Property is located in San Diego, California in the Mission Valley area of San Diego. The site is directly adjacent to Interstate 8 which is an east/west freeway that runs through the center of Mission Valley. Mission Valley represents the shopping and entertainment center for San Diego and is proximate to high traffic attractions including the San Diego International Airport, the Convention Center, LEGOLAND, the San Diego Zoo, Mission Bay Beach area, San Diego’s CBD, SeaWorld, Coronado Beach, and both Miramar Marine Corps Air Station and North Island Naval Air Station.

San Diego’s economy is greatly influenced by its port, which includes the only major submarine and shipbuilding yards on the west coast as well as the world’s largest naval fleet. The US military has a substantial presence in San Diego, which serves as a significant revenue generator for the area hotels. Corporate accounts at the Property include General Electric, Hewlett Packard, In Motion Entertainment, Wells Fargo, and Costco. The average guest stay at the DoubleTree San Diego Property is two to three nights.

B-68

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

As of January 31, 2015, the DoubleTree San Diego Property was reported as having an occupancy, ADR and RevPAR of 88.1%, $132.18 and $116.40, respectively. The DoubleTree San Diego Property reported penetration rates of 115.4%, 98.0% and 113.1% for occupancy, ADR and RevPAR, respectively.

Historical Occupancy, ADR, RevPAR(1)
	DoubleTree San Diego Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	84.8%	$111.95	$94.89	73.0%	$118.85	$86.75	116.1%	94.2%	109.4%
2012	85.2%	$121.27	$103.29	75.7%	$120.96	$91.59	112.5%	100.3%	112.8%
2013	85.7%	$124.08	$106.29	77.1%	$123.04	$94.89	111.1%	100.8%	112.0%
2014	87.5%	$131.83	$115.31	76.3%	$134.19	$102.45	114.6%	98.2%	112.5%
T-12 Jan 2015	88.1%	$132.18	$116.40	76.3%	$134.88	$102.91	115.4%	98.0%	113.1%

(1)	Source: Hospitality research report.

The DoubleTree San Diego Property competes to varying degrees with numerous hotels in the Mission Valley area. Including the DoubleTree San Diego Property, the appraiser determined a primary competitive set of six hotels, spanning 1,402 rooms. The subsequent chart presents the primary competitive set to the DoubleTree San Diego Property:

Primary Competitive Set(1)
Property	Rooms	Year Opened	2014 Occupancy	2014 ADR	2014 RevPAR
DoubleTree San Diego Property	219	1970	88%	$131.67	$115.31
DoubleTree Hotel Mission Valley	300	1989	78%	$140.00	$109.20
Hilton San Diego Mission Valley	349	1987	61%	$126.00	$76.86
Sheraton Hotel - Mission Valley	260	1984	77%	$120.00	$92.40
Courtyard San Diego Old Town	176	1987	88%	$139.00	$122.32
Courtyard by Marriott	317	1974	89%	$138.00	$122.82
Total / Wtd. Avg.	1,621		79%	$132.73	$104.37

(1)

Source: Appraisal.

The appraiser determined demand segmentation of 30% commercial, 15% meeting and group and 55% leisure travel for the DoubleTree San Diego Property, compared to 26% commercial, 20% meeting and group and 54% leisure travel for the primary competitive set. The market demand mix is presented in the table below:

Demand Segmentation(1)
		Estimated 2014 Market Mix
Property	Rooms	Commercial	Meeting and Group	Leisure
DoubleTree San Diego Property	219	30%	15%	55%
DoubleTree Hotel Mission Valley	300	25%	50%	25%
Hilton San Diego Mission Valley	349	30%	20%	50%
Sheraton Hotel - Mission Valley	260	20%	5%	75%
Courtyard San Diego Old Town	176	15%	15%	70%
Courtyard by Marriott	317	30%	14%	56%
Total / Wtd. Avg.	1,621	26%	20%	54%

(1)	Source: Appraisal.

B-69

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 2/28/2015	U/W	U/W per Room
Occupancy	85.2%	85.7%	87.6%	88.3%	88.3%
ADR	$121.27	$123.80	$131.67	$132.59	$132.59
RevPAR	$103.29	$106.05	$115.31	$117.07	$117.07

Room Revenue	$8,278,939	$8,476,955	$9,216,915	$9,357,797	$9,357,797	$42,730
F&B Revenue	1,145,338	1,148,817	1,220,480	1,243,596	1,243,596	5,679
Telephone Revenue	6,483	3,685	1,175	1,175	1,175	5
Other Revenue	689,593	765,080	822,728	833,938	833,938	3,808
Total Revenue	$10,120,353	$10,394,537	$11,261,298	$11,436,506	$11,436,506	$52,221
Operating Expenses	2,728,642	2,855,767	2,986,634	2,993,597	2,993,597	13,669
Undistributed Expenses	2,954,332	3,002,047	3,396,975	3,477,949	3,477,949	15,881
Gross Operating Profit	$4,437,379	$4,536,723	$4,877,689	$4,964,960	$4,964,960	$22,671
Management Fee(1)	303,548	311,854	337,838	343,119	343,095	1,567
Total Fixed Charges	185,676	185,548	203,961	204,272	672,634	3,071
Net Operating Income	$3,948,155	$4,039,321	$4,335,890	$4,417,569	$3,949,231	$18,033
FF&E(2)	404,814	415,781	450,452	457,460	457,460	2,089
Net Cash Flow	$3,543,341	$3,623,540	$3,885,438	$3,960,109	$3,491,771	$15,944

(1)	U/W Management Fee is 3.0% of gross revenues.

(2)	U/W FF&E represents 4.0% of gross revenues.

Property Management. The DoubleTree San Diego Property is managed by Portfolio Hotels LLC, an affiliate one of the borrowers, San Diego Hotel Circle Owner, LLC.

Lockbox / Cash Management. The DoubleTree San Diego Loan is structured with a hard lockbox and in place cash management. All rents and other gross revenue are required to be deposited directly by the credit card companies and otherwise by the borrowers or manager into a lender controlled lockbox account and, distributed pursuant to the terms of the loan documents, with any excess revenues being distributed to the borrower. During the continuance of a Sweep Period, (as defined below), all excess cash flow will be swept into an excess cash flow reserve and held as additional collateral for the loan.

A “Sweep Period” will commence upon the occurrence of (i) an event of default occurs under the loan or the property management agreement, (ii) the DSCR for the property falls below 1.35x, (iii) 12 months prior to franchise management expiration, (iv) a default under the franchise agreement; (v) failure to obtain a temporary liquor license within 35 days of note date or (vi) failure to obtain a permanent Type 47 liquor license within 120 days of the origination date of the DoubleTree San Diego Loan.

A Sweep Period will cease to exist with respect to clause (i) above, the date such default has been cured; with respect to clause (ii) above, provided the net cash flow DSCR is at least equal to or greater than 1.35x for two consecutive calendar quarters; with respect to clause (iii) above, borrower has satisfied the new license conditions and if PIP Work is required, the funds on deposit in the PIP Reserve Account are greater than or equal to the PIP reserve deposit amount; with respect to (iv) above, the date on which the default or breach under the franchise agreement has been cured and borrower has delivered to lender a “good standing” or similar letter from franchisor; with respect to (v) above, the date on which borrower obtains a valid temporary liquor license in the name of borrowers or manager for the property; and with respect to (vi) above, the date on which borrower obtains a permanent Type 47 liquor license in the name of borrowers or manager for the property.

Initial Reserves. At closing, the borrowers deposited (i) $96,778 into a tax reserve account, (ii) $52,975 into an insurance reserve account, and (iii) $2,402,139 into a PIP reserve account for property improvements at the DoubleTree San Diego Property.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit monthly reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $54,389, into a tax reserve account, (ii) 1/12 of the estimated insurance premiums which currently equates to $6,622, (iii) 1/12 of 4.0% of the annual gross revenue into an FF&E reserve account, and (iv) for the first 4 months of the loan term, $62,500 into a seasonality reserve account until the initial seasonality reserve cap of $250,000 has been reached.

B-70

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

Current Mezzanine or Subordinate Indebtedness. A $5,750,000 mezzanine loan was funded concurrently with the funding of the DoubleTree San Diego Loan. The mezzanine loan is coterminous with the DoubleTree San Diego Loan, accrues interest at a rate of 11.3000% and amortizes on a 30-year schedule. The mezzanine borrowers under the mezzanine loan are 1250 North SD Mezz LLC and San Diego Hotel Circle Mezzanine, LLC, on a joint and several basis. The current holder of the mezzanine loan is Ladder Capital Finance LLC.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-71

1515 Hotel Circle South

San Diego, CA 92108

Collateral Asset Summary – Loan No. 8

DoubleTree San Diego

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$36,653,165

68.8%

1.53x

10.8%

B-72

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B-73

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

B-74

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Peter Hollingshead; Thomas A. Cologna
Borrower:	Lake Arrowhead Retail LLC
Original Balance:	$33,000,000
Cut-off Date Balance:	$32,924,353
% by Initial UPB:	2.4%
Interest Rate:	4.9500%
Payment Date:	6th of each month
First Payment Date:	April 6, 2015
Maturity Date:	March 6, 2025
Amortization:	360 months
Additional Debt:	None
Call Protection:	L(26), D(89), O(5)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$137,250	$45,750
Insurance:	$55,494	$8,378
Replacement(2):	$0	$3,841
TI/LC(3):	$250,000	$14,403
Required Repairs(4):	$700,000	NAP
USPS Rollover(5):	$300,000	$0

Financial Information
Cut-off Date Balance / Sq. Ft.:	$143
Balloon Balance / Sq. Ft.:	$118
Cut-off Date LTV:	66.5%
Balloon LTV:	54.7%
Underwritten NOI DSCR:	1.36x
Underwritten NCF DSCR:	1.26x
Underwritten NOI Debt Yield:	8.8%
Underwritten NCF Debt Yield:	8.1%
Underwritten NOI Debt Yield at Balloon:	10.6%
Underwritten NCF Debt Yield at Balloon:	9.8%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Lake Arrowhead, CA
Year Built / Renovated:	1980 / 2004
Total Sq. Ft.:	230,448
Property Management:	Pacific Capital Management, Inc.
Underwritten NOI:	$2,884,912
Underwritten NCF:	$2,665,986
Appraised Value:	$49,500,000
Appraisal Date:	February 15, 2015

Historical NOI
2014 NOI:	$2,768,279 (December 31, 2014)
2013 NOI:	$2,641,371 (December 31, 2013)
2012 NOI:	$2,519,582 (December 31, 2012)
2011 NOI:	$2,402,648 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	84.3% (March 31, 2015)
2014 Occupancy	84.3% (December 31, 2014)
2013 Occupancy:	86.3% (December 31, 2013)
2012 Occupancy:	83.1% (December 31, 2012)
2011 Occupancy:	84.9% (December 31, 2011)

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

(2)	Replacement reserves are subject to a cap of $230,448 ($1.00 PSF or five years of annual collections). If the Replacement reserve falls below $230,448, the borrower is required to re-commence monthly deposits.

(3)	TI/LC reserves are subject to a cap of $864,180 ($3.75 PSF or five years of annual collections) so long as the NOI debt yield as of the last day of the prior calendar month is greater than or equal to 8.5%.

(4)	Represents 125.0% of the engineer’s estimated cost for required repairs that primarily consists of repairs and elevator upgrades.

(5)

The United States Postal Service is the third largest tenant at the Lake Arrowhead Village Property and has a lease expiration of June 30, 2015 with two, five-year extension options. The borrower reserved $300,000 ($33.33 per sq. ft.) with lender related to this lease. As of April 27, 2015, the United States Postal Service renewal was out for signature.

B-75

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

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

Collateral Anchor Tenants
Stater Bros.	NR/B2/B+	33,580	14.6%	9/30/2020(4)	$8.13	$35,658	$1,062	1.9%

Major Tenants (≥ 6,000 sq. ft.)
Bank of America	A/Baa2/A-	11,500	5.0%	3/31/2025(5)	$12.61	NAP	NAP	NAP
United States Postal Service	AAA/Aaa/AA+	9,000	3.9%	6/30/2015(6)	$38.06	NAP	NAP	NAP
Bass Shoe & Clothing	NR/NR/NR	6,786	2.9%	4/30/2020	$17.40	$2,252	$332	8.2%
Subtotal		27,286	11.8%

In-line Tenants (<6,000 sq. ft.)		133,433	57.9%		$20.12

Total Occupied Collateral		194,299	84.3%		$18.34

Vacant		36,149	15.7%
Total Collateral		230,448	100.0%

(1)	Based on rent roll as of March 31, 2015.

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

(3)	Total Sales (000s) and Sales PSF were provided by the borrower as of the most recent trailing 12-month sales period provided by the tenant. Occupancy Cost (% of Sales) is based on Annual U/W Base Rent PSF, U/W expense recoveries and overage rent (if applicable).

(4)	Stater Bros. has one, five-year extension option.

(5)	Bank of America has two, ten-year extension options.

(6)	United States Postal Service has two, five-year extension options with 270 days prior notice.

B-76

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

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	3	2,482	1.1%	2,482	1.1%	$30.24	2.1%	2.1%
2015(3)	16	41,671	18.1%	44,153	19.2%	$23.96	28.0%	30.1%
2016	11	14,610	6.3%	58,763	25.5%	$21.14	8.7%	38.8%
2017	18	26,043	11.3%	84,806	36.8%	$18.92	13.8%	52.6%
2018	12	17,505	7.6%	102,311	44.4%	$21.62	10.6%	63.2%
2019	11	23,485	10.2%	125,796	54.6%	$17.69	11.7%	74.9%
2020	3	40,666	17.6%	166,462	72.2%	$10.19	11.6%	86.5%
2021	0	0	0.0%	166,462	72.2%	$0.00	0.0%	86.5%
2022	0	0	0.0%	166,462	72.2%	$0.00	0.0%	86.5%
2023	1	3,631	1.6%	170,093	73.8%	$31.21	3.2%	89.7%
2024	2	6,238	2.7%	176,331	76.5%	$29.65	5.2%	94.9%
2025	1	11,500	5.0%	187,831	81.5%	$12.61	4.1%	99.9%
Thereafter	6	6,468	2.8%	194,299	84.3%	$5.69	1.0%	100.0%
Vacant	NAP	36,149	15.7%	230,448	100.0%	NAP	NAP
Total / Wtd. Avg.	84	230,448	100.0%			$18.34	100.0%

(1)	Based on rent roll as of March 31, 2015.

(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.

(3)

The 28.0% of U/W Base Rent Rolling in 2015 is comprised of 15 tenants, the largest of which is the United States Postal Service, which represents 9.8% of 2015 U/W Base Rent Rolling. The borrower reserved $300,000 ($33.33 per sq. ft.) with lender related to this lease. As of April 27, 2015, the United States Postal Service renewal was out for signature.

The Loan. The Lake Arrowhead Village loan (the “Lake Arrowhead Village Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a seventeen building retail center located directly on Lake Arrowhead in Lake Arrowhead, California. Lake Arrowhead Village is a 230,448 sq. ft., grocery-anchored retail center occupied by 77 tenants that has three distinct retail sections and retail orientations. The collateral (the “Lake Arrowhead Village Property”) for the Lake Arrowhead Village Loan consists of the entire 230,448 sq. ft. as well as 1,033 surface and garage level parking spaces.

The Lake Arrowhead Village Loan has an original principal balance of $33.0 million with a 10-year term and amortizes on a 30-year schedule. The Lake Arrowhead Village Loan accrues interest at a fixed rate equal to 4.9500% and has a cut-off date balance of approximately $32.9 million. The Lake Arrowhead Village Loan proceeds were used to refinance existing debt and fund closing costs and reserves. Based on the appraised value of $49.5 million as of February 15, 2015, the cut-off date LTV ratio is 66.5%. The Lake Arrowhead Village Property was previously securitized in the GCCFC 2005-GG3 transaction.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$33,000,000	98.9%	Existing Debt Payoff	$31,241,833	93.7%
Borrower Equity	$359,320	1.1%	Reserves	$1,442,744	4.3%
			Closing Costs	$674,743	2.0%
Total Sources	$33,359,320	100.0%	Total Uses	$33,359,320	100.0%

The Borrower / Sponsor. The borrower, Lake Arrowhead Retail LLC, is a single purpose Delaware limited liability company structured to be bankruptcy remote with one independent director in its organizational structure. The sponsors of the borrower and nonrecourse carve-out guarantors are Peter Hollingshead and Thomas A. Cologna, on a joint and several basis.

Peter Hollingshead and Thomas A. Cologna are the principals of Pacific Capital, a full-service commercial real estate company specializing in the acquisition, management, and sale of investment properties in or throughout the southwestern United States. Pacific Capital was founded in 1988 and currently owns and /or manages 34 commercial and multifamily properties valued in excess of $750.0 million. The sponsors purchased the Lake Arrowhead Village Property in 2004 for approximately $42.5 million, representing a loan to cost ratio of approximately 77.7%.

B-77

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

The Property. The Lake Arrowhead Village Property is an 18.1 acre, seventeen building retail center located on Lake Arrowhead in Lake Arrowhead, CA. The Lake Arrowhead Village Property was constructed in 1980, renovated in 2004 and was 84.3% occupied as of March 31, 2015. The Lake Arrowhead Village Property is comprised of 230,448 sq. ft. that is occupied by 77 tenants and divided into three distinct retail sections (the Upper Village, Lower Village and Peninsula/Dockside) and retail orientations that collectively serve as the primary commercial property in the local area. The Lake Arrowhead Village Property contains 190,906 sq. ft. of ground floor retail space (82.8% of the Lake Arrowhead Village Property total sq. ft.) and 39,542 sq. ft. of service-oriented second floor space (17.2% of the Lake Arrowhead Village Property total sq. ft.).

The Upper Village section is anchored by a 33,580 sq. ft. Stater Bros. grocery store with a three level parking garage that also includes a United States Postal Service and a California Bank & Trust bank branch, among other in-line tenants. The Lower Village section consists of one- and two-story buildings with ground floor in-line retail as well as service-oriented second story space. Lastly, the Peninsula/Dockside section is located on Lake Arrowhead and includes outlet mall type tenants such as Coach, Pendleton, Famous Footwear, Bass Shoe & Clothing and IZOD, as well as a variety of local restaurants. Within the Peninsula/Dockside section is Lollipop Park, which is used for summer concerts.

Major Tenants.

The largest tenant at the Lake Arrowhead Village Property is Stater Bros. (rated B2/B+ by Moody’s/S&P), which occupies 14.6% of the total sq. ft. and represents 7.7% of the total Underwritten Base Rent. Stater Bros. was founded in 1936 and is the largest privately owned supermarket chain in Southern California and the largest private employer in both San Bernardino County and Riverside County. Stater Bros. operates 168 supermarkets and employs approximately 18,000 people. Stater Bros. has been at the Lake Arrowhead Village Property since its construction in 1980 and recently exercised a 5-year renewal option that extended its lease expiration date to September 30, 2020. Stater Bros. reported sales of approximately $35.7 million in 2014, $1,062 PSF, and has averaged sales in excess of $1,000 PSF since 2011.

Stater Bros. Historical Sales PSF
	2011	2012	2013	2014	Average
Gross Sales	$33,925,088	$32,254,078	$34,650,167	$35,657,889	$34,121,806
Sales PSF	$1,010	$961	$1,032	$1,062	$1,016
Occupancy Cost(1)	2.0%	2.1%	2.0%	1.9%	2.0%
(1) Occupancy Cost is based on Annual U/W Base Rent PSF, U/W expense recoveries and overage rent (if applicable).

The second largest tenant at the Lake Arrowhead Village Property is Bank of America (rated A/Baa2/A- by Fitch/Moody’s/S&P), which occupies 5.0% of the total sq. ft. and 4.1% of the total Underwritten Base Rent. Bank of America has occupied space at the Lake Arrowhead Village Property since 1980 and its current lease expiration date is March 31, 2025.

The third largest tenant at the Lake Arrowhead Village Property is the United States Postal Service (rated AAA/Aaa/AA+ by Fitch/Moody’s/S&P), which occupies 3.9% of the total sq. ft. and 9.6% of the total Underwritten Base Rent. All mail in Lake Arrowhead is delivered to post office boxes. The United States Postal Service tenant at the Lake Arrowhead Village Property serves the only United States Postal Service location in the city of Lake Arrowhead. The United States Postal Service has occupied space at the Lake Arrowhead Village Property since 1984 and its current lease expiration date is June 30, 2015. The lender reserved $300,000 ($33.33 PSF) at the origination of the Lake Arrowhead Village Loan should the United States Postal Service fail to renew its lease. As of April 27, 2015, the United States Postal Service renewal was out for signature.

Environmental Matters. The Phase I dated March 4, 2015 recommended the development and implementation of an asbestos operation and maintenance plan at the Lake Arrowhead Village Property, which is currently in place. In addition to an environmental indemnity executed by each of the sponsors, the borrower purchased an environmental insurance policy from Zurich covering environmental concerns identified in the Lake Arrowhead Village Property’s Phase I environmental report. The policy has a $3.0 million aggregate limit covering a 10-year period coterminous with the Lake Arrowhead Village Loan and provides for a three year extension period.

The Market. Lake Arrowhead is a small community located in the San Bernardino Mountains of San Bernardino County, California, within the San Bernardino National Forest, that surrounds the Lake Arrowhead Reservoir. As a scenic mountain resort, Lake Arrowhead’s economy is supported by year-round tourism, both by casual vacationers and part-time residents. Primary tourism industries include real estate, lodging, dining, recreation and retail sales. The Lake Arrowhead Village Property serves as the main commercial area for both locals and tourists and includes a number of factory outlets, boutiques and restaurants as well as the post office and supermarket. The Lake Arrowhead Village Property also hosts events all year long including a free summer concert series, the county’s largest free Oktoberfest and many other themed events such as car shows, dog shows, the Tour de Lake Arrowhead, Home Expo and the Antique Wooden Boat Show.

B-78

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

Additionally, the University of California, Los Angeles operates the UCLA Conference Center approximately 4.9 miles north of the Lake Arrowhead Village Property, a full-service conference facility with lodging and meeting space. Immediately adjacent to the Lake Arrowhead Village Property are residential condominiums, other retail stores, the Lake Arrowhead hotels and resort as well as Lake Arrowhead.

The Lake Arrowhead Village Property is located on Highway 189, which acts as the primary route for the area. Highway 189 also provides access to the nearby towns of Blue Jay and Big Bear Lake as well as San Bernardino. Highway 189 intersects with Interstate 210, which provides access to the greater Southern California freeway system. Los Angeles, California is located approximately 79.9 miles west of Lake Arrowhead and an approximately 1 hour and 35 minute drive.

Lake Arrowhead is located within the Colton/Redlands/San Bernardino submarket of the greater San Bernardino/Riverside retail market. Since 2010, the San Bernardino/Riverside retail market experienced decreased vacancy levels. As of year-end 2014, the San Bernardino/Riverside retail submarket had a total inventory of 51.0 million sq. ft. and net absorption of 235,000 sq. ft. Neighborhood and community centers within the retail market averaged a vacancy rate of 9.6% and asking rents of $21.15 PSF As of year-end 2014, the Colton/Redlands/San Bernardino retail submarket had a total inventory of 9.5 million sq. ft. and net absorption of 36,000 sq. ft. Neighborhood and community centers within the submarket averaged a vacancy rate of 10.8% and asking rents of $17.96 PSF

As the main commercial area for both locals and tourists, competitive properties with the Lake Arrowhead Village Property are primarily located in the surrounding towns of Blue Jay and Big Bear. The appraiser analyzed a set of five competitive properties for the Lake Arrowhead Village Property. The appraiser’s competitive set is detailed below.

Lake Arrowhead Village Property Competitive Set(1)
Name	Lake Arrowhead Village Property	Blue Jay Village	Rite Aid Center	The Village & Courtyard	Kmart Center	Interlaken Shopping Center
Distance from Subject	NAP	1.5 mi.	1.5 mi.	28.0 mi.	28.0 mi.	28.0 mi.
City, State	Lake Arrowhead, CA	Blue Jay, CA	Blue Jay, CA	Big Bear, CA	Big Bear, CA	Big Bear, CA
Property Type	Anchored Retail	Neighborhood Center	Neighborhood Center	Convenience/ Strip Center	Convenience/ Strip Center	Neighborhood Center
Year Built / Renovated	1980 / 2004	1999 / 2004	1991 / NAP	1922 / 2013	1992 / NAP	1973 / 2000
Total Occupancy	84.3%(2)	86.0%	100.0%	100.0%	96.0%	92.0%
Anchor Size (Sq. Ft.)	54,080(2)	28,000	14,000	0	0	75,200
Total Size (Sq. Ft.)	230,448(2)	112,414	32,600	5,843	74,707	113,228
Anchor Tenants	Stater Bros., Bank of America, United States Postal Service	Jensen’s Food	Rite Aid	None	Kmart (Shadow)	Vons, Dollar Tree, Starbucks

(1)	Source: Appraisal

(2)	Based on rent roll dated March 31, 2015

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	2014	U/W	U/W PSF
Base Rent	$3,244,917	$3,391,430	$3,512,868	$3,444,803	$3,563,561	$15.46
Value of Vacant Space	0	0	0	0	874,422	3.79
Gross Potential Rent	$3,244,917	$3,391,430	$3,512,868	$3,444,803	$4,437,983	$19.26
Total Recoveries	1,303,855	1,259,713	1,292,676	1,405,121	1,408,214	6.11
Total % Rents	107,529	112,300	77,016	108,549	108,549	0.47
Total Other Income(1)	204,944	153,292	178,734	180,691	180,691	0.78
Less: Vacancy & Credit Loss(2)	0	0	0	0	(874,422)	(3.79)
Effective Gross Income	$4,861,245	$4,916,735	$5,061,294	$5,139,164	$5,261,015	$22.83
Total Operating Expenses	2,458,597	2,397,153	2,419,923	2,370,885	2,376,103	10.31
Net Operating Income	$2,402,648	$2,519,582	$2,641,371	$2,768,279	$2,884,912	$12.52
TI/LC	0	0	0	0	172,836	0.75
Capital Expenditures	0	0	0	0	46,090	0.20
Net Cash Flow	$2,402,648	$2,519,582	$2,641,371	$2,768,279	$2,665,986	$11.57

(1)

Total Other Income is comprised primarily of event income from seasonal events such as concerts.

(2)

U/W Vacancy & Credit Loss is based on actual in-place economic vacancy of 14.7% of Gross Potential Rent, Total Recoveries and Total % Rents.

B-79

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

Property Management. The Lake Arrowhead Village Property is managed by Pacific Capital Management, Inc., which is an affiliate of the sponsor.

Lockbox / Cash Management. The Lake Arrowhead Village Loan is structured with a hard lockbox and springing cash management. In place cash management will occur upon (i) the commencement of any Cash Trap Period (as defined below) or (ii) the failure by the borrower after the end of two consecutive calendar quarters to maintain a DSCR of 1.15x until the DSCR is at least equal to 1.25x for two consecutive calendar quarters. Additionally, an excess cash flow sweep will occur during a “Cash Trap Period”, which will commence upon (i) any event of default or (ii) any bankruptcy action of borrower, principal, guarantor or manager.

Initial Reserves. At loan closing, the borrowers deposited (i) $137,250 into a tax reserve account, (ii) $55,494 into an insurance reserve account, (iii) $250,000 into a TI/LC reserve account for future tenant lease expiration, (iv) $700,000 into a required repairs reserve account, which represents 125% of the engineer’s recommendation and (v) $300,000 into a Post Office Rollover reserve account pending lease renewal, which is currently out for signature.

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 $45,750, (ii) 1/12 of the estimated annual insurance premiums, which currently equates to $8,378, (iii) $3,841 into a replacement reserve account, subject to a cap of $230,448 and (iv) $14,403 into a TI/LC reserve account, subject to a cap of $864,180 so long as the debt yield is greater than or equal to 8.5%.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-80

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

B-81

28200 Highway 189

Lake Arrowhead, CA 92352

Collateral Asset Summary – Loan No. 9

Lake Arrowhead Village

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$32,924,353

66.5%

1.26x

8.8%

B-82

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B-83

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

B-84

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Acquisition
Sponsor:	Mark J. McInerney; Christopher J. Knisley
Borrower:	Albany Road-Portland LLC
Original Balance:	$31,000,000
Cut-off Date Balance:	$31,000,000
% by Initial UPB:	2.3%
Interest Rate:	4.2690%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest only for the first 48 months; 300 months thereafter
Additional Debt:	None
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$116,134	$58,067
Insurance:	$7,645	$3,822
Replacement(2):	$2,554,635	Springing
TI/LC(3):	$2,600,000	Springing
Holdback(4):	$1,000,000	$0

Financial Information
Cut-off Date Balance / Sq. Ft.:	$162
Balloon Balance / Sq. Ft.:	$138
Cut-off Date LTV(5):	74.1%
Balloon LTV(5):	65.1%
Underwritten NOI DSCR(6):	1.39x
Underwritten NCF DSCR(6):	1.33x
Underwritten NOI Debt Yield:	9.0%
Underwritten NCF Debt Yield:	8.7%
Underwritten NOI Debt Yield at Balloon:	10.6%
Underwritten NCF Debt Yield at Balloon:	10.2%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	CBD Office
Collateral:	Fee Simple
Location:	Portland, ME
Year Built / Renovated:	1987 / 2015
Total Sq. Ft.:	191,654
Property Management:	Albany Road Asset Services LLC; CBRE/Boulos Asset Management
Underwritten NOI:	$2,799,840
Underwritten NCF:	$2,684,110
“As Is” Appraised Value:	$40,500,000
“As Is” Appraisal Date:	February 13, 2015
“As Stabilized” Appraised Value(5):	$43,000,000
“As Stabilized” Appraisal Date(5):	December 13, 2016

Historical NOI
2014 NOI:	$2,952,515 (December 31, 2014)
2013 NOI:	$2,735,966 (December 31, 2013)
2012 NOI:	$2,726,168 (December 31, 2012)
2011 NOI:	$2,646,095 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	99.2% (March 9, 2015)
2014 Occupancy:	99.4% (December 31, 2014)
2013 Occupancy:	97.5% (December 31, 2013)
2012 Occupancy:	99.7% (December 31, 2012)
2011 Occupancy:	100.0% (December 31, 2011)

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

(2)

Lender reserved $2,554,635 to fund an elective capital improvement plan. Additionally, the borrower will be required to commence monthly deposits of $3,200 ($0.20 PSF annually), subject to a cap of $200,000 ($1.04 PSF), upon the balance in the replacement reserve account falling below $115,000 ($0.60 PSF).

(3)	Lender reserved $2,600,000 for non-tenant specific future rollover. Additionally, the borrower will be required to commence monthly deposits of $15,000 ($0.94 PSF annually), subject to a cap of $500,000 ($2.61 PSF), upon the balance in the replacement reserve account falling below $500,000.

(4)

Bank of America currently occupies 24,065 sq. ft. (12.6% of total NRA) but has notified the borrower that it will not renew upon expiration. Amounts in the Holdback reserve may be disbursed to the borrower, not more than once per quarter, prior to March 19, 2017 and provided no cash management period is continuing, provided the (i) net cash flow debt yield is greater than or equal to 8.0% and (ii) net cash flow DSCR is greater than or equal to 1.25x, as calculated based on the outstanding loan balance net of any outstanding Holdback reserve amounts after the disbursement. Notwithstanding the foregoing, at any time prior to March 19, 2017, and provided no event of default is continuing, the lender will disburse funds in the holdback reserve upon borrower’s delivery of an acceptable letter of credit equal to the outstanding balance of the Holdback reserve funds. Any funds remaining in the Holdback reserve after March 19, 2017 will be, at lender’s discretion, (i) held for the remaining term of the loan or (ii) used to prepay the outstanding principal balance subject to the payment of a yield maintenance payment.

(5)

Cut-off Date LTV is calculated net of the $1,000,000 Holdback reserve and using the “As is” appraisal value. Based on the “As Stabilized” Appraised Value that assumes the completion of the borrower’s capital improvement program and a forecast of 12-months to release the Bank of America space, the 100 Middle Street Loan Cut-off Date LTV and Balloon LTV are 72.1% and 61.3%, respectively.

(6)	Based on amortizing debt service payments. Based on the current interest only payments, the DSCR based on Underwritten NOI and Underwritten NCF are 2.09x and 2.00x respectively.

B-85

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

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
BSSN	NR/NR/NR	56,275(2)	29.4%	$14.50	18.7%	12/31/2022(3)
GSA (4)	AAA/Aaa/AA+	40,032	20.9%	$31.80	29.2%	Various
Berry Dunn	NR / NR / NR	35,578	18.6%	$26.00	21.2%	12/31/2023
Bank of America	A/Baa2/A-	24,065	12.6%	$23.50	13.0%	12/31/2015(5)
Morgan Stanley	A/Baa2/A-	22,155	11.6%	$23.12	11.8%	10/31/2018(6)
Total Major Tenants		178,105	92.9%	$22.97	94.0%
Remaining Tenants		12,036	6.3%	$21.88	6.0%
Total Occupied Collateral		190,141	99.2%	$22.90	100.0%
Vacant		1,513	0.8%
Total		191,654	100.0%

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

(2)

At any time, in the event the number of lawyers employed as full-time practicing attorneys of BSSN decreases to 54 or fewer for a period of 120 consecutive business days or more, BSSN may reduce its leased premises by either or both of (i) 5,000 sq. ft. of space located on the third floor and (ii) 7,080 sq. ft. of space located on the fourth floor, with six months prior notice.

(3)	BSSN has five, 5-year extension options.

(4)

The GSA leases three different spaces at the 100 Middle Street Property for United States Attorney, Federal Bureau of Investigation and Secret Service office use. The United States Attorney leases 30,620 sq. ft. expiring March 14, 2023, the Federal Bureau of Investigation leases 7,028 sq. ft. expiring June 14, 2018 and the Secret Service leases 2,384 sq. ft. expiring September 29, 2016. The GSA has the right to (i) return up to 2,040 sq. ft. of the United States Attorney space at any time with at least 30 days prior notice and (ii) terminate the Secret Service space at any time with at least 60 days prior notice.

(5)

Bank of America has notified the borrower that it will not renew upon expiration. The borrower reserved $1.0 million be disbursed to the borrower, not more than once per quarter, prior to March 19, 2017 and provided no cash management period is continuing, provided the (i) net cash flow debt yield is greater than or equal to 8.0% and (ii) net cash flow DSCR is greater than or equal to 1.25x, as calculated based on the outstanding loan balance net of any outstanding Holdback reserve amounts after the disbursement.

(6)	Morgan Stanley has two, five-year extension options.

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	1	615	0.3%	615	0.3%	$18.43	0.3%	0.3%
2015	1	24,065	12.6%	24,680	12.9%	$23.50	13.0%	13.2%
2016	1	2,384	1.2%	27,064	14.1%	$22.73	1.2%	14.5%
2017	0	0	0.0%	27,064	14.1%	$0.00	0.0%	14.5%
2018	3	31,972	16.7%	59,036	30.8%	$24.23	17.8%	32.3%
2019	2	8,282	4.3%	67,318	35.1%	$21.04	4.0%	36.3%
2020	1	350	0.2%	67,668	35.3%	$27.00	0.2%	36.5%
2021	0	0	0.0%	67,668	35.3%	$0.00	0.0%	36.5%
2022	1	56,275	29.4%	123,943	64.7%	$14.50	18.7%	55.2%
2023	2	66,198	34.5%	190,141	99.2%	$29.45	44.8%	100.0%
2024	0	0	0.0%	190,141	99.2%	$0.00	0.0%	100.0%
2025	0	0	0.0%	190,141	99.2%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	190,141	99.2%	$0.00	0.0%	100.0%
Vacant	NAP	1,513	0.8%	191,654	100.0%	NAP	NAP
Total / Wtd. Avg.	12	191,654	100.0%			$22.90	100.0%

(1)	Certain tenants may 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.

The Loan. The 100 Middle Street loan (the “100 Middle Street Loan”) is a fixed rate loan with an original principal balance of $31.0 million, secured by the borrower’s fee simple interest in a two-tower, 191,654 sq. ft. CBD office building (the “100 Middle Street Property”) located in Portland, Maine. The 100 Middle Street Loan has a 10-year term and amortizes on a 25-year schedule after an interest-only term of 48 months. The 100 Middle Street Loan accrues interest at a fixed rate equal to 4.2690% and has a cut-off date balance of $31.0 million. Based on the appraised value of $40.5 million as of February 13, 2015 and net of the $1,000,000 Holdback reserve, the cut-off date LTV ratio is 74.1%. Loan proceeds along with approximately $10.8 million of equity from the sponsors were used to acquire the 100 Middle Street Property for $35.3 million in an off-market transaction and fund reserves of approximately $6.3 million. The most recent financing of the 100 Middle Street Property was not included in a securitization.

B-86

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$31,000,000	74.2%	Purchase Price	$35,300,000	84.5%
Sponsor Equity	$10,774,871	25.8%	Reserves	$6,278,414	15.0%
			Closing Costs	$196,457	0.5%
Total Sources	$41,774,871	100.0%	Total Uses	$41,774,871	100.0%

The Borrower / Sponsor. The borrower, Albany Road-Portland LLC, is a Delaware limited liability company and single purpose entity structured to be bankruptcy-remote, with one independent director in its organizational structure. The sponsors of the borrower and non-recourse carve-out guarantors are Christopher J. Knisley and Mark J. McInerney, on a joint and several basis.

Christopher J. Knisley is the president and Mark J. McInerney is a partner of Albany Road Real Estate Partners, a real estate investment and management company founded in 2012 and headquartered in Boston, Massachusetts. Since inception, Albany Road Real Estate Partners has acquired 23 properties totaling 3.1 million sq. ft. with a gross asset value of approximately $340.0 million. In addition to its headquarter office in Boston, Massachusetts, Albany Road Real Estate Partners recently opened a regional office in Nashville, Tennessee in order to pursue and manage investments across the southeastern United States.

The Property. The 100 Middle Street Property consists of two, Class-A, seven-story, adjoining towers that contain 191,654 sq. ft. and are located in Portland, Maine. The 100 Middle Street Property was constructed in 1987 and is currently undergoing a renovation totaling approximately $2.6 million that is further detailed below. Additionally, the 100 Middle Street Property includes a 285 space parking garage, which is accessible via the south side of Middle Street and north side of Fore Street.

At loan closing, the borrower escrowed with lender $2,554,635, or 100.0% of the borrower’s budget, for elective capital improvements that are detailed below. Approximately $712,203 of the total budget is expected to be used for outstanding tenant improvements associated with the Berstein Shur lease and the Berry Dunn lease.

Capital Improvements Budget
Description	Budgeted Cost / Reserved Amount
Garage Repairs	$50,000
Repair of Pavement and Sidewalks	$50,000
Façade Repairs	$100,000
Roof Replacement	$250,000
Upgrade of Main Lobby and Corridors	$100,000
Replace Cooling Towers	$250,000
Pump, Boiler, Vent Replacement	$145,000
Heat Pumps Replacement	$100,000
Elevator Upgrades	$600,000
Fire Panel Replacement	$50,000
Energy Audit	$147,432
Future Tenant Space Upgrades Due	$712,203
Total	$2,554,635

Primary access to the 100 Middle Street Property is provided by Route 295, the coastal loop of the Maine Turnpike, which runs northeast from its junction with Interstate 95 in South Portland through the city of Portland north to its reconnection with Interstate 95 in Gray, just south of Augusta. Route 295 merges with Route 1, the major north-south highway servicing the eastern part of the state that encircles the 100 Middle Street Property. Exit 5 of Route 295 at Congress and Park Streets is located approximately 0.7 miles from the 100 Middle Street Property. Within a 5-mile radius of the 100 Middle Street Property as of 2015, there was a population and average household income of 105,886 and $70,366, respectively.

The 100 Middle Street Property is 99.2% leased to 12 tenants as of March 9, 2015 and is comprised of 191,304 sq. ft. of traditional office space as well as a 350 sq. ft. café. The 100 Middle Street Property has averaged an occupancy rate of greater than 97.4% since 2010. The largest tenant, BSSN, leases 56,275 sq. ft., 29.4% of the total net rentable area (“NRA”) and accounts for 18.7% of the U/W base rent. The second largest tenant, the GSA, leases 20.9% of the total NRA and accounts for 29.2% of the U/W base rent. The third largest tenant, Berry Dunn, leases 18.6% of the total NRA and accounts for 21.2% of the U/W base rent. No other tenant leases more than 12.6% of the total NRA. Investment-grade rated tenants including the GSA, Morgan Stanley and Citizens Bank occupy 34.2% or the total NRA and account for approximately 42.6% of underwritten base rent.

B-87

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

Environmental Matters. The Phase I environmental report dated March 12, 2015 recommended no further action at the 100 Middle Street Property aside from the implementation of an asbestos containing-material operations and maintenance plan, which is currently in place.

Major Tenants

BSSN (56,275 sq. ft.; 29.4% of NRA; 18.7% of U/W Base Rent) Bernstein, Shur, Sawyer & Nelson P.A. (“BSSN”) has more than 100 attorneys in offices in Maine and New Hampshire. Founded in 1915, the firm provides counsel in the areas of business law, litigation, and municipal law to clients throughout the region and around the world. BSSN is Maine’s exclusive member of Lex Mundi, the world’s leading association of independent law firms. BSSN has its headquarters at the 100 Middle Street Property since 1988 and its lease expires December 2022 with five, 5-year extension options.

GSA (40,032 sq. ft.; 20.9% of NRA; 29.2% of U/W Base Rent) The General Serviced Administration (“GSA”) is an independent agency of the United States government, established in 1949 to help manage and support the basic functioning of federal agencies. The GSA supplies products and communications for United States government offices, provides transportation and office space to federal employees and develops government-wide cost-minimizing policies and other management tasks. The GSA leases three different spaces at the 100 Middle Street Property for United States Attorney, Federal Bureau of Investigation and Secret Service office use. The United States Attorney, Federal Bureau of Investigation and Secret Service have each been at the 100 Middle Street Property since 1989, 2010 and 2011, respectively, and each lease expires in March 2023, June 2018 and September 2016, respectively.

Berry Dunn (35,578 sq. ft.; 18.6% of NRA; 21.2% of U/W Base Rent) Berry Dunn McNeil & Parker (“Berry Dunn”), established in 1974, is the largest certified public accounting and management consulting firm headquartered in northern New England, with offices in Portland and Bangor, Maine, and Manchester, New Hampshire. Berry Dunn has been at the 100 Middle Street Property since 1987 and its lease expires December 2023.

Market. The 100 Middle Street Property is located in the city of Portland and is situated in the eastern portion of Cumberland County, Maine. Portland is a coastal community that serves as a premier New England summer destination due to its cobblestone sidewalks lined with shops and restaurants and waterfront scenery. Parenting Magazine named Portland the third best city for families in 2012 and Travel + Leisure Magazine named Portland as the seventh-greenest city in 2012. Additionally, Forbes.com named Portland as one of the top 10 cities for Job prospects in 2012 and Bon Appétit named Portland as America’s Foodiest Small Town in 2009.

The 100 Middle Street Property is located within the Downtown Portland office submarket within the Greater Portland office market. As of Q4 2014, the Downtown Portland submarket contained an overall inventory of approximately 4.5 million sq. ft. with an occupancy rate of 90.0%. Specifically, the Class-A, the Downtown Portland submarket contained an overall inventory of approximately 2.0 million sq. ft. with an occupancy rate of 91.2%. Additionally, the appraiser identified a peer group of 49 competitive properties totaling 3.3 million sq. ft. that reported an average occupancy of 92.3% with asking rents ranging from $10.00 to $28.00 on a modified gross basis. The appraiser concluded a stabilized occupancy rate of 96.8% for the 100 Middle Street Property.

Underwritten base rent at the 100 Middle Street Property is approximately $22.90 PSF, which is in line with the competitive group range of $10.00 to $28.00 PSF and the appraiser’s concluded market rent of $23.50 PSF The appraiser identified seven comparable offices within the 100 Middle Street Property’s market. A summary of the seven comparable offices is shown in the chart below.

Comparable Office Buildings(1)
Property	City, State	Year Built	NRA (sq. ft.)	Occupancy	Rent PSF
100 Middle Street Property	Portland, ME	1987	191,654(2)	99.2%(2)	$22.90(2)
Portland Square	Portland, ME	1987	258,984	97.0%	$25.50
970 Baxter Boulevard	Portland, ME	1985	30,807	100.0%	$14.50
54-68 Marginal Way	Portland, ME	2002	41,250	100.0%	$20.00
161 Marginal Way	Portland, ME	2000	50,400	100.0%	$18.00
Harbour Place	Portland, ME	1986	109,172	95.0%	$32.00
One New Hampshire	Portland, ME	2001	107,746	95.0%	$23.00
2 International Drive	Portland, ME	1998	88,467	43.0%	$22.00
Total / Wtd. Avg.(3)			686,826	90.0%	$24.32

(1)	Source: Appraisal.

(2)	Based on the underwritten rent roll dated March 9, 2015.

(3)	Total / Wtd. Avg. does not include the 100 Middle Street Property.

B-88

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

Cash Flow Analysis.

Cash Flow Analysis
	2011	2012	2013	2014	U/W	U/W PSF
Base Rent(1)	$3,837,810	$3,841,229	$4,001,496	$4,305,383	$4,355,038	$22.72
Value of Vacant Space	0	0	0	0	35,556	0.19
Gross Potential Rent	$3,837,810	$3,841,229	$4,001,496	$4,305,383	$4,390,594	$22.91
Total Recoveries	512,118	573,174	515,105	486,448	536,396	2.80
Total Other Income	114,335	114,430	113,455	122,630	122,630	0.64
Less: Vacancy(2)	(14,994)	(8,419)	(43,160)	(76,560)	(394,159)	(2.06)
Effective Gross Income	4,449,269	4,520,413	$4,586,896	$4,837,901	$4,655,460	$24.29
Total Operating Expenses	1,803,174	1,794,245	1,850,930	1,885,386	1,855,620	9.68
Net Operating Income	$2,646,095	$2,726,168	$2,735,966	$2,952,515	$2,799,840	$14.61
TI/LC(3)	0	0	0	0	76,662	0.40
Capital Expenditures(4)	0	0	0	0	39,068	0.20
Net Cash Flow	$2,646,095	$2,726,168	$2,735,966	$2,952,515	$2,684,110	$14.00

(1)	U/W Base Rent includes $33,365 of contractual rent steps through April 2016 and $8,343 of averaged contractual rent increases for Morgan Stanley and Citizens Bank through their respective lease expiration dates.

(2)	U/W Vacancy is based on an economic vacancy of 9.0% of Gross Potential Rent, greater than the appraiser’s concluded vacancy of 3.2%. The 100 Middle Street Property is 99.2% occupied as of March 9, 2015.

(3)	The borrower reserved $2.6 million for non-specific general tenant rollover.

(4)	The borrower reserved approximately $2.6 million for an elective capital improvement plan.

Property Management. The 100 Middle Street Property is primarily managed by Albany Road Asset Services, LLC, which is an affiliate of the borrower, and sub-managed by CBRE/Boulos Asset Management.

Lockbox / Cash Management. The 100 Middle Street Loan is structured with a hard lockbox and springing cash management. Cash management and an excess cash flow sweep will be triggered upon (i) an event of default, (ii) the failure by the borrower after the end of two calendar quarters to maintain a net cash flow debt service coverage ratio of at least 1.15x (a “DSCR Trigger Event”) or (iii) the occurrence of a Lease Sweep Period (as defined below). Notwithstanding the foregoing, so long as no event of default is occurring, the borrower may cure an excess cash flow sweep caused by a DSCR Trigger Event by (i) depositing funds or delivering, within 20 days of receipt of notice of the commencement of a DSCR Trigger Event, an acceptable letter of credit in each case, in an amount which, if applied to the payment of the outstanding principal balance of the loan, would cause the net cash flow DSCR to be greater than or equal to 1.20x.

A “Lease Sweep Period” will commence upon the earlier of: (i) the date that BSSN delivers to borrower a written notice terminating its lease, (ii) the date that BSSN delivers to borrower a written notice that it does not intend to renew its lease, (iii) twelve months prior to the then current expiration date of the BSSN lease or (iv) BSSN becoming a debtor in any bankruptcy or insolvency proceeding.

Initial Reserves. At loan closing, the borrower deposited (i) $116,134 into a tax reserve account, (ii) $7,645 into an insurance reserve account, (iii) $2,554,635 into a replacement reserve account to fund the borrower’s elective capital improvement program, (iv) $2,600,000 into a TI/LC reserve account for general future tenant rollover and (v) $1,000,000 into a Holdback reserve account in connection with the expiration of the Bank of America lease.

Amounts in the Holdback reserve may be disbursed to the borrower, not more than once per quarter, prior to March 19, 2017 and provided no cash management period is continuing, provided the (i) net cash flow debt yield excluding Bank of America is greater than or equal to 8.0% and (ii) net cash flow debt service coverage ratio excluding Bank of America is greater than or equal to 1.25x, as calculated based on the outstanding 100 Middle Street Loan balance net of any outstanding Holdback reserve amounts after the disbursement. Notwithstanding the foregoing, at any time prior to March 19, 2017 and provided no event of default is continuing, the lender will disburse funds in the Holdback reserve upon borrower’s delivery of an acceptable letter of credit equal to the outstanding balance of the Holdback reserve funds. Any funds remaining in the Holdback reserve account after March 9, 2017 will be, at lender’s discretion, (i) held for the remaining term of the loan or (ii) used to prepay the outstanding principal balance subject to the payment of a yield maintenance payment.

Ongoing Reserves. On a monthly basis, the borrowers will be required to make deposits of (i) 1/12 of the required annual taxes, which currently equates to $58,067 and (ii) 1/12 of the required insurance premiums, which currently equates to $3,822. Additionally, the borrower will be required to commence monthly deposits of (i) $3,200 ($0.20 PSF annually) into the replacement reserve account, subject to a cap of $200,000 ($1.04 PSF), upon the balance in the replacement reserve account falling below $115,000 ($0.60 PSF) and (ii) $15,000 ($0.94 PSF annually) into the TI/LC reserve account, subject to a cap of $500,000 ($2.61 PSF), upon the balance in the replacement reserve account falling below $500,000.

B-89

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

B-90

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

B-91

100 Middle Street

Portland, ME 04101

Collateral Asset Summary – Loan No. 10

100 Middle Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,000,000

74.1%

1.33x

9.0%

B-92

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B-93

11640 Mayfield Avenue

Los Angeles, CA 90049

Collateral Asset Summary – Loan No. 11

Luxe Villas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$29,250,000

71.0%

1.25x

6.0%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsors:	Naum Neil Shekhter; Margot V. Shekhter
Borrower:	MayfieldNM, LLC
Original Balance:	$29,250,000
Cut-off Date Balance:	$29,250,000
% by Initial UPB:	2.1%
Interest Rate:	4.6605%
Payment Date:	6th of each month
First Payment Date:	June 6, 2015
Maturity Date:	May 6, 2025
Amortization:	Interest only
Additional Debt:	None
Call Protection:	L(24), D(93), O(3)
Lockbox / Cash Management(1):	Springing Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$72,000	$18,000
Insurance:	$1,787	$1,787
Replacement:	$0	$1,352

Financial Information
Cut-off Date Balance / Unit:	$495,763
Balloon Balance / Unit:	$495,763
Cut-off Date LTV:	71.0%
Balloon LTV:	71.0%
Underwritten NOI DSCR(2):	1.26x
Underwritten NCF DSCR(2):	1.25x
Underwritten NOI Debt Yield(2):	6.0%
Underwritten NCF Debt Yield(2):	5.9%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Mid-Rise Multifamily
Collateral:	Fee Simple
Location:	Los Angeles, CA
Year Built / Renovated:	2006 / NAP
Total Units:	59
Property Management:	NMS Properties, Inc.
Underwritten NOI(2):	$1,742,272
Underwritten NCF(2):	$1,726,047
Appraised Value:	$41,200,000
Appraisal Date:	February 27, 2015

Historical NOI
Most Recent NOI:	$1,732,485 (T-12 March 31, 2015)
2014 NOI:	$1,686,118 (December 31, 2014)
2013 NOI:	$1,531,375 (December 31, 2013)
2012 NOI:	$1,294,306 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	100.0% (April 23, 2015)
2014 Occupancy(3):	91.0% (December 31, 2014)
2013 Occupancy:	99.7% (December 31, 2013)
2012 Occupancy:	99.8% (December 31, 2012)

(1)

A soft lockbox and in place cash management will be triggered upon (i) any Cash Trap Period (as defined below) or (ii) failure of the borrower to maintain a NOI DSCR of at least 1.20x at the end of two consecutive calendar quarters until such time that the NOI DSCR is at least 1.25x for two consecutive calendar quarters. Additionally, an excess cash flow sweep will occur during a “Cash Trap Period”, which will commence upon (i) any event of default, (ii) the occurrence of any bankruptcy action of the borrower, principal, guarantor or manager or (iii) failure of the borrower to maintain a NOI DSCR of at least 1.15x at the end of two consecutive calendar quarters until such time that the NOI DSCR is at least 1.20x for four consecutive calendar quarters.

(2)

Underwritten NOI DSCR, NCF DSCR, NOI Debt Yield, NCF Debt Yield, NOI and NCF include underwritten real estate taxes based on the millage rate multiplied by the loan amount. Based on the in place, assessed real estate tax amount, the Underwritten NOI DSCR, NCF DSCR, NOI Debt Yield, NCF Debt Yield, NOI and NCF are 1.37x, 1.36x, 6.5%, 6.4%, $1,889,603 and $1,873,378, respectively.

(3)	The decrease in occupancy from 2013 to 2014 occupancy is primarily the result of the expiration of a ten-unit group lease that expired in 2014. All ten units were re-leased resulting in an occupancy rate of 100% as of April 23, 2015.

TRANSACTION HIGHLIGHTS

●

Property. Luxe Villas is a 59-unit, Class A, luxury multifamily property built in 2006 and located in the Brentwood community of Los Angeles, California. The property is comprised of five residential floors of apartment units built over one ground level of garage parking and one subterranean level of garage parking. The unit mix consists of only two-bedroom apartments with an average unit size of 980 sq. ft. Unit amenities include a balcony, 9 ft. ceilings, granite countertops, Berber carpet, stainless steel appliances, in-unit washer/dryer and hardwood-style floors. Property amenities include a fitness center, resident rooftop lounge with a fireplace, controlled access entry, on-site management, bike storage, Italian style courtyard with cabana, subterranean controlled access parking, on-site maintenance and on-site storage.

●

Location. Luxe Villas is located approximately three miles east of the Pacific Ocean in the Brentwood community of Los Angeles, California, which is considered one of the prime residential districts in West Los Angeles. Mayfield Avenue is located directly off of San Vicente Boulevard, a major east/west street that houses a high concentration of retail and mid-rise office, specifically the Brentwood Village. Luxe Villas’ location along San Vicente provides walking access to high-end dining, shopping and entertainment along both San Vicente and the Wilshire Boulevard retail corridor as well as nearby access to UCLA and the beach.

●

Market. As of Q4 2014, LA/Westwood/Brentwood multifamily submarket reported a year end vacancy rate of 2.9%. Since 2006, the LA/Westwood/Brentwood submarket has averaged a vacancy rate of 3.6% and has never risen above a 5.8% vacancy rate. The appraiser concluded a weighted average market rent at the property of $3,533 per unit per month, which is in line with the weighted average in place rent of $3,515 at Luxe Villas.

●

Sponsorship. Naum Neil Shekhter is the founder and chief executive officer of NMS Properties, Inc., a privately owned real estate development and management firm founded in 1988 that specializes in the acquisition, entitlement, development and management of multifamily and mixed-use properties in the greater Los Angeles area. NMS Properties, Inc. manages more than 50 properties with approximately 2,000 units and 320,000 sq. ft. of retail and commercial space.

B-94

Kentucky and Ohio

Collateral Asset Summary – Loan No. 12

SROA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$26,250,000

74.9%

1.70x

10.5%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	Benjamin Macfarland; Todd Marshall
Borrowers:	Storage Rentals of America Elite, LLC
Original Balance:	$26,250,000
Cut-off Date Balance:	$26,250,000
% by Initial UPB:	1.9%
Interest Rate:	4.2200%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest only for first 36 months; 360 months thereafter
Additional Debt:	None
Call Protection(1):	L(25), D(91), O(4)
Lockbox / Cash Management(2):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$68,120	$15,761
Insurance:	$9,575	$9,575
Replacement:	$0	$9,830
Required Repairs:	$36,831	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:		$36
Balloon Balance / Sq. Ft.:		$31
Cut-off Date LTV:		74.9%
Balloon LTV:		65.1%
Underwritten NOI DSCR(3):		1.78x
Underwritten NCF DSCR(3):		1.70x
Underwritten NOI Debt Yield:		10.5%
Underwritten NCF Debt Yield:		10.0%

Property Information
Single Asset / Portfolio:	Portfolio of 23 properties
Property Type:	Self Storage
Collateral:	Fee Simple
Location:	Kentucky and Ohio
Year Built / Renovated:	Various
Total Sq. Ft.:	725,510
Total Units:	5,884
Property Management:	Elite Stor Management, LLC
Underwritten NOI:	$2,750,515
Underwritten NCF:	$2,632,550
Appraised Value:	$35,060,000
Appraisal Date:	January 2015

Historical NOI
2014 NOI:	$2,751,638 (December 31, 2014)
2013 NOI:	$2,794,262 (December 31, 2013)
2012 NOI:	NAV

Historical Occupancy
Most Recent Occupancy:	92.2% (January 31, 2015)
2014 Occupancy:	92.0% (December 31, 2014)
2013 Occupancy:	89.7% (December 31, 2013)
2012 Occupancy:	NAV

(1)

Any time after the expiration of the lockout period, the borrower may obtain the release of an individual property upon a bona fide third-party sale provided, among other things, (i) the LTV for the remaining properties does not exceed the lesser of the LTV immediately preceding such release and 75.0%, (ii) the DSCR for the remaining properties is not less than the greater of the DSCR immediately preceding the partial release and 1.55x, (iii) borrower partially defeases the greater of 125% of the allocated loan amount for the released property or 100% of the net sales proceeds from the released property.

(2)	Cash management will be triggered (i) upon an event of default or (ii) if the DSCR falls below 1.15x until such time that the DSCR is at least 1.20x for two consecutive calendar quarters.

(3)	Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.45x and 2.34x, respectively.

TRANSACTION HIGHLIGHTS

●

Properties. The SROA Portfolio consists of 23 self-storage properties located in the states of Kentucky (17 assets, 5,095 units and 621,585 sq. ft.) and Ohio (6 assets, 789 units, and 103,925 sq. ft.). The properties were constructed between 1980 and 2009 with an average age of 15 years. The portfolio is granular, with no individual property accounting for more than 11.2% of underwritten net cash flow. As of January 31, 2015, overall occupancy for the SROA Portfolio was 92.2%.

●

Markets. According to the 2014 market research report (which reflects 2013 data), the United States self-storage market encompasses approximately 52,151 storage facilities, comprised of approximately 48,500 primary facilities and 4,000 secondary facilities. While public companies dominate the industry in terms of size of operations, small owners and operators still control the majority of the business, creating a sector that is both highly institutional and highly fragmented. According to the market research report, there are more than 27,000 firms that own and operate just one facility. The Kentucky properties are located in the South Atlantic region of the self-storage market, which experienced an increase in physical occupancy from 83.7% in Q4 2012 to 86.9% in Q2 2013. The Ohio properties are located in the Midwest region of the self-storage market, which experienced an increase in physical occupancy from 85.3% in Q4 2012 to 88.3% in Q2 2013.

●

Sponsorship. The borrower is owned and controlled by the sponsors, Benjamin Macfarland and Todd Marshall. Benjamin Macfarland is the founder of Benjamin Macfarland Company, LLC, a commercial real estate brokerage firm based in Palm Beach, Florida, and President and CIO of Calidus Holdings, LLC, a real estate management and development company based in West Palm Beach, Florida. Todd Marshall has been involved in real estate investment, development and ownership for 27 years. Since 1986, Mr. Marshall has served as the President of Stow-A-Way Management Company, an entity that oversees the day-to-day operations of various storage investment properties.

●	Borrower Equity. The borrower contributed $10.18 million of equity in connection with the purchase of the SROA Portfolio properties.

B-95

4200 South Freeway

Fort Worth, TX 76115

Collateral Asset Summary – Loan No. 13

La Gran Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$26,000,000

65.2%

1.73x

11.2%

Mortgage Loan Information
Loan Seller:	LCF
Loan Purpose:	Refinance
Sponsor:	Andrew J. Segal
Borrower:	Town Center Mall, L.P.
Original Balance(1):	$26,000,000
Cut-off Date Balance(1):	$26,000,000
% by Initial UPB:	1.9%
Interest Rate:	4.2400%
Payment Date:	6th of each month
First Payment Date:	June 6, 2015
Maturity Date:	May 6, 2025
Amortization:	360 months
Additional Debt(1)(2):	$50,000,000 Pari Passu Debt; Future Mezzanine Debt Permitted
Call Protection(3):	L(24), D(92), O(4)
Lockbox / Cash Management(4):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$546,391	$91,065
Insurance:	$77,827	$8,647
Replacement(5):	$0	$17,177
TI/LC(6):	$0	$47,038
Development Agreement:	$5,000,000	NAP
Mercado(7):	$1,318,168	NAP
Free Rent:	$104,518	NAP
Unfunded Obligations:	$1,436,051	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$74
Balloon Balance / Sq. Ft.:	$59
Cut-off Date LTV:	65.2%
Balloon LTV:	52.2%
Underwritten NOI DSCR:	1.90x
Underwritten NCF DSCR:	1.73x
Underwritten NOI Debt Yield:	11.2%
Underwritten NCF Debt Yield:	10.2%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Retail/Office Mixed Use
Collateral:	Fee Simple
Location:	Fort Worth, TX
Year Built / Renovated:	1961 / 2004
Total Sq. Ft.:	1,030,613
Property Management:	Group Zocalo, LP.
Underwritten NOI:	$8,506,329
Underwritten NCF:	$7,733,266
Appraised Value:	$116,600,000
Appraisal Date:	February 27, 2015

Historical NOI
Most Recent NOI:	$8,193,256 (T-12 January 31, 2015)
2014 NOI:	$8,124,040 (December 31, 2014)
2013 NOI:	$7,965,063 (December 31, 2013)
2012 NOI:	$7,973,309 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	85.8% (April 6, 2015)
2014 Occupancy:	88.8% (December 31, 2014)
2013 Occupancy:	88.4% (December 31, 2013)
2012 Occupancy:	90.2% (December 31, 2012)

(1)

The Original Balance and Cut-off Date Balance of $26.0 million represent the non-controlling Note A-3 of a $76 million loan combination, that is evidenced by such Note A-3, a controlling $26 million Note A-1 and a non-controlling $24 million Note A-2. The pari passu note A-1 and A-2 are currently held by LCF or its affiliate and are expected to be included in one or more future securitizations.

(2)	Mezzanine debt is permitted provided, among other things, (i) the combined LTV is less than or equal to 70.0% (ii) the combined DSCR is equal to or greater than 1.45x

(3)

The lockout period will be at least 24 payment dates beginning with and including the payment date of June 6, 2015. Defeasance of the La Gran Plaza loan combination is permitted on or 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) April 13, 2018.

(4)

A hard lockbox is in place from day one with all rents being directed to the clearing account. Cash management and an excess cash flow sweep will be triggered upon (i) an event of default under the loan or the property management agreement, (ii) the DSCR for the property falling below 1.35x, or (iii) the occurrence of the borrower failing to replenish the Mercado Reserve 45 days after a distribution from such account.

(5)

Monthly Replacement reserve deposits will be capped at an aggregate amount of $420,000 provided, however, that on each capital expenditure additional work determination date (and continuing thereafter for the remainder of the term), the capital expenditure cap amount shall be increased by the capital expenditure additional deposit amount.

(6)	Monthly TI/LC deposits will be capped at the greater of (i) $1,150,000 or (ii) $10.00 multiplied by the sq. ft. of all specified leases with expiration dates occurring during the subsequent 12 calendar months.

(7)	Initial Mercado reserve deposit capped at $1,318,168.

TRANSACTION HIGHLIGHTS

●

Property. La Gran Plaza property is a 1,030,613 sq. ft. mixed use property located in Fort Worth, Texas. The property includes 898,606 sq. ft. of retail space, 132,007 sq. ft. of office building space and a total of 4,068 available parking spaces. La Gran Plaza property benefits from 5.5 million visitors annually. Additionally, La Gran Plaza includes property one of the seven bus transfer stations for Fort Worth, known as the “T Transfer Center.” The property is located directly off I-35, 1 mile from the I-20 interchange, providing access to the Dallas Metroplex. 169,000 vehicles pass by the property on a daily basis. Anchor tenants at the La Gran Plaza property include Burlington Coat Factory (7.8% NRA, April 30, 2018 expiration, rated B3/B+ by Moody’s/S&P) and Fiesta Mart (5.7% NRA, July 31, 2028 expiration), a grocer that generated $595 PSF in sales, representing a 1.3% occupancy cost in 2014.

●

Market. La Gran Plaza property is located in the Southwest Tarrant/North Johnson submarket within the southern part of the Fort Worth retail and office market, which exhibited a submarket vacancy of 13.7% and average asking rents of $13.29 PSF as of Q4 2014. The 2014 population within a five mile radius is 267,137. The 2014 median household income within a five mile radius was $37,488 and the average home value within a five mile radius was $113,471.

●	Sponsorship. The sponsor of the borrower is Andrew J. Segal, founder and CEO of Boxer Property. Boxer Property was founded in 1992 to acquire, manage, lease, administer and sell closely held commercial properties. Boxer Property currently manages 14.4 million sq. ft. in Texas.

B-96

27475 Huron Circle

Novi, MI 48377

Collateral Asset Summary – Loan No. 14

Waltonwood Twelve Oaks

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$25,000,000

64.6%

1.79x

10.4%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsors:	Gurmale S. Grewal; Jeat S. Grewal; Lushman S. Grewal
Borrower:	Waltonwood at Twelve Oaks I, L.L.C.
Original Balance:	$25,000,000
Cut-off Date Balance:	$25,000,000
% by Initial UPB:	1.8%
Interest Rate:	3.9400%
Payment Date:	6th of each month
First Payment Date:	June 6, 2015
Maturity Date:	May 6, 2025
Amortization:	360 months
Additional Debt:	None
Call Protection:	L(24), D(92), O(4)
Lockbox / Cash Management(1):	Springing Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$227,844	$23,222
Insurance(2):	$0	Springing
Replacement:	$0	$3,475
Declaration Reserve(3):	$175,867	$1,000

Financial Information
Cut-off Date Balance / Unit:	$179,856
Balloon Balance / Unit:	$142,585
Cut-off Date LTV:	64.6%
Balloon LTV:	51.2%
Underwritten NOI DSCR:	1.82x
Underwritten NCF DSCR:	1.79x
Underwritten NOI Debt Yield:	10.4%
Underwritten NCF Debt Yield:	10.2%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Independent Living
Collateral:	Fee Simple
Location:	Novi, MI
Year Built / Renovated:	1999 / 2012-2013
Total Units:	139
Property Management:	Singh Senior Living, LLC
Underwritten NOI:	$2,588,494
Underwritten NCF:	$2,546,794
Appraised Value:	$38,700,000
Appraisal Date:	February 15, 2015

Historical NOI
2014 NOI:	$2,691,302 (December 31, 2014)
2013 NOI:	$2,563,933 (December 31, 2013)
2012 NOI:	$2,438,972 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	85.6% (March 5, 2015)
2014 Occupancy:	92.1% (December 31, 2014)
2013 Occupancy:	89.7% (December 31, 2013)
2012 Occupancy:	80.4% (December 31, 2012)

(1)	Cash management and a soft lockbox will be triggered (i) upon an event of default or (ii) if the DSCR falls below 1.20x until such time that the DSCR is at least 1.25x for two consecutive calendar quarters.

(2)	If an acceptable blanket insurance policy is no longer in place, borrower is required to deposit 1/12 of the annual insurance premiums into the insurance account.

(3)	Declaration Reserve relates to the borrower’s share of maintenance costs for certain private roads adjacent to the Waltonwood Twelve Oaks property for which the borrower has not yet been invoiced by the adjacent property owner. The upfront reserves equal 125.0% of the amount that has accrued.

TRANSACTION HIGHLIGHTS

●

Property. The Waltonwood Twelve Oaks property is a 139-unit, three-story Class A independent living community located in Novi, Michigan. Built in 1999 and renovated in 2012-2013, the property is made up of 80 one-bedroom and 59 two-bedroom floor plans. The building is designed in an “8” shape with independent living occupying the southern half of the building. The first floor contains the lobby, main dining room, mechanical rooms, offices and various common areas, as well as some apartment units. The second and third floors contain resident rooms as well as various common area lounges. In 2012 and 2013, the sponsor invested approximately $915,000 towards the renovation of the common area carpeting, painting, replacement of wall coverings and furnishings, new furniture, security system upgrades and replacement of all bathroom tiles.

●

Amenities. All units are fully equipped with kitchens with range cook tops, microwaves, sinks and full-size refrigerators. All bathrooms are designed for barrier free access and include shower with full ceramic tile and vanities. Additionally, resident amenities include 24-hour emergency call systems, bi-weekly housekeeping services, exercise programs, on-site health screening, social activities, enrichment seminars, a hair salon, library, outdoor gazebo and a parlor with fireplaces.

●

Location. The property is located in Novi, Michigan, approximately 25 miles from the Detroit central business district (“CBD”). The property has access to the submarket via Twelve Mile Road, which provides access to I-96 and State Route 5, two major thoroughfares that run to the Detroit CBD. The property is located in a suburban area characterized by mixed use residential and commercial development. Land in the immediate neighborhood is approximately 90% developed. The Twelve Oaks Mall, a 1.5 million sq. ft. super regional mall with over 180 stores anchored by Macy’s, Lord & Taylor, Nordstrom, JCPenney and Sears, is located adjacent to the property.

●

Market. The property’s primary market area (“PMA”) encompasses an area with approximately a 5-mile radius of the Waltonwood Twelve Oaks property, which is part of the greater Detroit market. 60.0% of residents at the Waltonwood Twelve Oaks property originate from the PMA. According to the appraisal, six directly competitive properties were identified within the PMA which range in occupancy from 85.0% to 100.0%, with an average occupancy of 96.0%. Current rental rates for independent living units in the competitive market area begin at approximately $1,640 per month for a studio unit and increase to approximately $3,750 per month for a one-bedroom unit and $4,500 per month for a two-bedroom unit. The in-place rents for the Waltonwood Twelve Oaks Property range from $2,895 to $3,095 for a one-bedroom and $3,795 to $4,695 for a two-bedroom.

●

Demographics. The property is subject to a use restriction in place through December 2027 that requires the property may only be operated as a senior citizen’s residential housing complex (and incidental uses). According to an industry report dated November 4, 2014, the senior population (ages 65 and over) is 24,579 people, which represents 15.0% of the total population within the property’s PMA. The total population is expected to increase 4.2% by 2019, while the senior population is expected to grow 21.3% to 29,806 people over the same period of time. Comparatively, the national average of residents age 65 and over constituted 13.1% of the total population in 2011.

B-97

123 Justison Street

Wilmington, DE 19801

Collateral Asset Summary – Loan No. 15

Star Building

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$25,000,000

65.4%

1.89x

12.0%

Mortgage Loan Information
Loan Seller:	GECC
Loan Purpose:	Refinance
Sponsor:	Gregory Pettinaro
Borrower:	Star Building, LLC
Original Balance:	$25,000,000
Cut-off Date Balance:	$25,000,000
% by Initial UPB:	1.8%
Interest Rate:	4.2100%
Payment Date:	1st of each month
First Payment Date:	February 1, 2015
Maturity Date:	January 1, 2025
Amortization:	Interest only for first 12 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(28), D(88), O(4)
Lockbox / Cash Management(1):	Soft Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$153,377	$21,556
Insurance:	$8,202	$4,101
Replacement:	$0	$1,867
TI/LC(2):	$0	$16,843
Unicare TI/LC Reserve:	$716,674	$0
Unicare Rent Allowance:	$147,312	$0
Navient Rent Allowance:	$970,636	$0
Navient TI Allowance:	$2,969,005	$0
Navient Lease Renewal Fund(3):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$167
Balloon Balance / Sq. Ft.:	$138
Cut-off Date LTV:	65.4%
Balloon LTV:	54.0%
Underwritten NOI DSCR(4):	2.04x
Underwritten NCF DSCR(4):	1.89x
Underwritten NOI Debt Yield:	12.0%
Underwritten NCF Debt Yield:	11.1%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Suburban Office
Collateral:	Fee Simple
Location:	Wilmington, DE
Year Built / Renovated:	2010 / NAP
Total Sq. Ft.:	149,323
Property Management:	Pettinaro Management, LLC
Underwritten NOI:	$2,991,790
Underwritten NCF:	$2,776,089
Appraised Value:	$38,200,000
Appraisal Date:	September 30, 2014

Historical NOI
2014 NOI:	$1,119,494 (December 31, 2014)
2013 NOI:	$902,827 (December 31, 2013)
2012 NOI(5):	$-9,722 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	95.1% (March 31, 2015)
2014 Occupancy:	41.7% (December 31, 2014)
2013 Occupancy:	35.5% (December 31, 2013)
2012 Occupancy:	14.0% (December 31, 2012)

(1)	A hard lockbox with cash management will be triggered upon an event of default or if Navient Solutions, Inc. doesn’t renew lease by December 1, 2020.

(2)	TI/LC reserve account is subject to a $500,000 cap.

(3)

If Navient Solutions, Inc. has not exercised its lease renewal option by November 30, 2021, then beginning December 1, 2021 sweep net cash flow on a monthly basis; sweep fund to be released upon (a) minimum rate of $22/sq. ft. with lease term extending at least beyond September 30, 2026 without any termination options (b) property leased to a 92% occupancy and achieves a 9.0% debt yield for any month ending on or after January 31, 2022.

(4)	Based on amortizing debt service payments. Based on current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.80x and 2.60x, respectively.

(5)	In 2012, the property had a negative NOI because it was a newly constructed building and was only 14.0% leased.

TRANSACTION HIGHLIGHTS

●

Property. The Star Building is a 7-story, Class A office building located in Wilmington, Delaware. The property was developed all cash, on a site that has been in continuous family ownership since 1991. Construction was completed in 2010 and the building was selectively leased by ownership to insure a high quality and stable rent roll.

●

Tenancy. The Star Building is currently 95.1% leased to 5 tenants with an eight year average lease term. Tenants include, Sallie Mae (Navient) (Fitch/Moody’s/S&P: BB/Ba3/BB), Grant & Eisenhofer, P.A., DuPont E.I., DeNemours & Co. (Fitch/Moody’s/S&P: A/A2/A), Unicare Life & Health Insurance (a subdivision of Wellpoint (Fitch/Moody’s/S&P: BBB/Baa2/A-)) and Bernardon, Haber, Holloway.

●	Sponsor / Ownership. The project is owned by the developers’ family trusts. The sponsor is local, experienced and very strong. Based in Delaware, Gregory Pettinaro has been building, developing and operating commercial real estate since the 1960’s.

B-98

Florida & Ohio

Collateral Asset Summary – Loan No. 16

ART Florida & Ohio MF Portfolio II

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$25,000,000

74.4%

1.46x

9.5%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Arbor Realty SR, Inc.
Borrowers:	Woodlands Apartments of Columbus, LLC; Woodlands Apartments of Columbus, II, LLC; Woodlands Apartments of Columbus, III, LLC; Miguel Place Apartments, LLC; Timbercreek Apartments of Toledo, LLC; Oakwood Village Apartments, LLC; Oakwood Village Apartments II LLC; Annhurst Apartments of Columbus, LLC; Annhurst Apartments of Columbus, II, LLC; Annhurst Apartments of Columbus, III, LLC
Original Balance:	$25,000,000
Cut-off Date Balance:	$25,000,000
% by Initial UPB:	1.8%
Interest Rate:	4.2235%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest only for first 24 months; 360 months thereafter
Additional Debt:	None
Call Protection(1):	L(25), D(91), O(4)
Lockbox / Cash Management(2):	Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$97,030	$18,497
Insurance:	$37,937	$7,587
Replacement:	$0	$18,416
Immediate Repairs(3):	$100,000	NAP

Financial Information
Cut-off Date Balance / Unit:	$38,052
Balloon Balance / Unit:	$32,256
Cut-off Date LTV:	74.4%
Balloon LTV:	63.1%
Underwritten NOI DSCR(4):	1.61x
Underwritten NCF DSCR(4):	1.46x
Underwritten NOI Debt Yield:	9.5%
Underwritten NCF Debt Yield:	8.6%

Property Information
Single Asset / Portfolio:	Portfolio of 5 properties
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Florida & Ohio
Year Built / Renovated:	1984-1988 / 2012-2014
Total Units:	657
Property Management:	Elon Property Management Company, L.L.C.
Underwritten NOI:	$2,370,208
Underwritten NCF:	$2,149,219
Appraised Value:	$33,600,000
Appraisal Date:	February 2015

Historical NOI
2014 NOI:	$2,277,060 (December 31, 2014)
2013 NOI:	$2,151,603 (December 31, 2013)
2012 NOI:	NAV

Historical Occupancy
Most Recent Occupancy:	92.5% (February 24, 2015)
2014 Occupancy:	92.3% (December 31, 2014)
2013 Occupancy:	87.8% (December 31, 2013)
2012 Occupancy:	NAV

(1)

On any date after the expiration of the lockout period and prior to the open prepayment date, the borrowers may obtain the release of an individual property provided, among other things, the borrower partially defeases to lender an amount equal to the greater of (i) 115% of the Allocated Loan Amount (as defined below) and (ii) an amount such that after the release (1) the LTV of the remaining properties is less than or equal to 74.4% and (2) the NOI DSCR of the remaining properties is greater than or equal to 1.48x.

(2)

In place 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 NOI DSCR of at least 1.10x at the end of one calendar quarter until such time that the NOI DSCR is at least 1.15x for two consecutive calendar quarters.

(3)	The borrower reserved 125.0% of the engineer’s estimated required repairs, which includes is primarily comprised of miscellaneous repairs.

(4)	Based on amortizing debt service payments. Based on the current interest-only payments, Underwritten NOI DSCR and Underwritten NCF DSCR are 2.21x and 2.01x.

TRANSACTION HIGHLIGHTS

●

Properties. The ART Florida & Ohio MF Portfolio II is comprised of five single-story garden style apartment communities, containing 657 units. The properties are located in Columbus, Gahanna and Toledo, Ohio and Port Richey and Hudson, Florida. The ART Florida & Ohio MF Portfolio II properties have increased in occupancy since acquisition by Arbor Realty SR, Inc. from 87.8% in 2013 to 92.5% as of February 24, 2015.

●	Market. As of Q4 2014, the respective multifamily submarkets reported vacancy rates ranging from 4.0% to 8.9%.

●	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-99

Washington, DC 20002

Collateral Asset Summary – Loan No. 17

Wexford Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$21,500,000

68.3%

1.25x

7.8%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Eric S. Kretschman
Borrowers:	1825 Maryland Associates, LLC; Capital East Partners, LLC; Capitol East Partners II, LLC
Original Balance:	$21,500,000
Cut-off Date Balance:	$21,500,000
% by Initial UPB:	1.6%
Interest Rate:	4.4165%
Payment Date:	6th of each month
First Payment Date:	May 6, 2015
Maturity Date:	April 6, 2025
Amortization:	Interest only for first 60 months; 360 months thereafter
Additional Debt(1):	Future Mezzanine Debt
Call Protection(2):	L(25), D(92), O(3)
Lockbox / Cash Management(3):	Springing Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$31,167	$15,583
Insurance:	$67,456	$6,132
Replacement:	$0	$4,021
Required Repairs:	$12,420	NAP
Zoning(4):	$285,000	$0

Financial Information
Cut-off Date Balance / Unit:	$111,399
Balloon Balance / Unit:	$101,802
Cut-off Date LTV:	68.3%
Balloon LTV:	62.4%
Underwritten NOI DSCR(5):	1.29x
Underwritten NCF DSCR(5):	1.25x
Underwritten NOI Debt Yield:	7.8%
Underwritten NCF Debt Yield:	7.5%

Property Information
Single Asset / Portfolio:	Portfolio of 3 properties
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Washington, DC
Year Built / Renovated:	1927 & 1961 / 2014
Total Units:	193
Property Management:	Wexford Property Management, LLC
Underwritten NOI:	$1,667,618
Underwritten NCF:	$1,619,368
Appraised Value:	$31,500,000
Appraisal Date:	March 2, 2015

Historical NOI
Most Recent NOI:	$1,549,848 (T-12 February 28, 2015)
2014 NOI:	$1,480,191 (December 31, 2014)
2013 NOI:	$1,459,127 (December 31, 2013)
2012 NOI:	$1,329,188 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	96.3% (March 3, 2015)
2014 Occupancy:	93.9% (December 31, 2014)
2013 Occupancy:	88.5% (December 31, 2013)
2012 Occupancy:	95.0% (December 31, 2012)

(1)	Future mezzanine debt is permitted after the expiration of the lockout period provided, among other things, (i) the combined LTV is equal to or less than 75.0% and (ii) the combined DSCR is equal to or greater than 1.20x.

(2)

After the expiration of the lockout period, the borrowers may obtain the release of an individual property upon an arm’s-length bona fide cash sale provided, among other things, the borrower partially defeases to lender the greater of (i) 120.0% of the allocated loan amount, (ii) 100.0% of net sale proceeds, (iii) an amount that, after giving effect to such release results in a debt service coverage ratio of the remaining properties not less than the greater of 1.20x and the debt service coverage ratio prior to release.

(3)

Cash management and a soft lockbox will be triggered upon (i) the commencement of any Cash Trap Period (as defined below), (ii) a mezzanine borrower obtaining a mezzanine loan or (iii) failure of the borrower to maintain a DSCR of at least 1.15x at the end of one calendar quarter. A “Cash Trap Period” will commence upon (i) any event of default, (ii) any bankruptcy action of borrower, principal, guarantor or manager or (iii) failure of the borrower to maintain a DSCR of at least 1.10x at the end of one calendar quarter.

(4)

The borrower reserved $250,000 for future sprinkler/alarm work and $35,000 for zoning protection insurance (each related to a legal non-conforming use at the Lexington Apartments property). On or before April 1, 2016, the borrower is required to obtain a zoning variance with respect to such property permitting the rebuilding as a multifamily use in the event of a casualty or destruction. If the borrower is unable to obtain the variance on or before April 1, 2016, the borrower will be required, on or before July 1, 2016 to (i) install sprinklers at the property and (ii) obtain zoning protection insurance for such property.

(5)	Based on amortizing debt service payments. Based on the current interest-only payments, Underwritten NOI DSCR and Underwritten NCF DSCR are 1.73x and 1.68x.

TRANSACTION HIGHLIGHTS

●

Properties. The Wexford Portfolio is comprised of three garden apartment buildings containing 193 units. The Capitol East Apartments property was constructed in 1927, renovated from 2014-2015 and consists of 120 units that were 95.8% occupied as of March 3, 2015. The Lexington Apartments property was constructed in 1927, renovated in 2014-2015 and consists of 48 units that were 95.8% occupied as of March 3, 2015. The 1825 Maryland property was constructed in 1961, renovated in 2014-2015 and consists of 25 units that were100.0% occupied as of March 3, 2015.

●	Market. As of Q4 2014, the Washington, DC multifamily market exhibited an occupancy rate of 95.8% and the Anacostia/northeast submarket exhibited an occupancy rate of 94.3%, in line with the Wexford Portfolio occupancy of 96.3% as of March 3, 2015.

●	Sponsorship. The sponsor, Eric S. Kretschman, is the chairman and president of Wexford Property Management, LLC, a boutique management company that specializes in the management of apartment, condominium, homeowner association and cooperative buildings containing between 20 and 200 units.

B-100

1969 Portage Trail

Cuyahoga Falls, OH 44223

Collateral Asset Summary – Loan No. 18

Portage Crossing Shopping Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$21,000,000

74.6%

1.28x

7.9%

Mortgage Loan Information
Loan Seller:	LCF
Loan Purpose:	Refinance
Sponsor:	Robert L. Stark
Borrower:	Portage Crossing Property, LLC
Original Balance:	$21,000,000
Cut-off Date Balance:	$21,000,000
% by Initial UPB:	1.5%
Interest Rate:	4.2000%
Payment Date:	6th of each month
First Payment Date:	June 6, 2015
Maturity Date:	May 6, 2025
Amortization:	360 Months
Additional Debt:	None
Call Protection:	L(24), DorYM1(92), O(4)
Lockbox / Cash Management(1):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$30,080	$30,685
Insurance:	$4,167	$2,083
Replacement:	$0	$1,505
TI/LC:	$921,837	$3,750
Free Rent:	$318,584	NAP
Performance Reserve(2):	$2,000,000	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$174
Balloon Balance / Sq. Ft.:	$139
Cut-off Date LTV:	74.6%
Balloon LTV:	59.7%
Underwritten NOI DSCR:	1.35x
Underwritten NCF DSCR:	1.28x
Underwritten NOI Debt Yield:	7.9%
Underwritten NCF Debt Yield:	7.5%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Cuyahoga Falls, OH
Year Built / Renovated:	2014 / NAP
Total Sq. Ft.:	120,541
Property Management:	Robert L. Stark Enterprises, Inc.
Underwritten NOI:	$1,663,209
Underwritten NCF:	$1,573,985
Appraised Value:	$28,140,000
Appraisal Date:	January 28, 2015

Historical NOI(3)
Most Recent NOI:	NAP
2014 NOI:	NAP

Historical Occupancy(3)
Most Recent Occupancy:	91.2% (April 8, 2015)
2014 Occupancy:	NAP

(1)

Cash management and an excess cash flow sweep will be triggered if (i) an event of default occurs under the loan or the property management agreement, (ii) the DSCR for the property falls below 1.15x for two consecutive quarters, (iii) any tenant occupying more than 25.0% of the property (economically or physically) ceases to conduct its normal business operations at substantially all of its leased premises, becomes (or its parent becomes) insolvent or files for bankruptcy, terminates its lease or exercises a termination option under its lease (provided that with respect to such exercise, an excess cash flow sweep shall not occur until the earlier of (x) 60 days after such exercise and (y) 60 days prior to the effective date of such termination).

(2)

At closing, lender escrowed $2,000,000 which is available to borrower for tenant improvement and leasing costs associated with new leases at currently vacant space at the property until two years after the closing date. In order to obtain disbursements from such reserves, among other items, (x) (i) the borrower must have executed a lease(s) for at least 3 years, at market rent and otherwise acceptable in all respects to the lender for all or a portion of the unleased space at the property (ii) the tenant(s) shall have accepted such space, commenced conducting normal business operations in substantially all of such space, and paying full, unabated rent and shall have delivered an estoppel certificate(s) acceptable to the lender and (y) debt yield including the new lease(s) is equal to or greater than 8.0%. Notwithstanding the foregoing, if one or more new leases have been executed prior to the date that is two years after the closing date, but the conditions for disbursement have not been satisfied solely because either (x) one or more of such tenant(s) is not yet in occupancy, open for business or conducting normal business operations, or (y) there exist outstanding landlord obligations thereunder, the lender shall make such applicable disbursement at such time the applicable conditions are satisfied but no later than later than six (6) months after the initial two year period (such period, as extended, the “New Leasing Disbursement Deadline”). Any remaining funds held in the Performance Reserve as of the New Leasing Disbursement Deadline shall be applied as follows: (a) the lesser of $500,000 or the remaining balance of the Performance Reserve, if any, shall be applied to the TI/LC Reserve and (b) and the balance, if any, applied to the outstanding loan balance with yield maintenance or held as additional collateral, at the lender’s discretion.

(3)	The property was completed in 2014. As such, Historical NOI and Historical Occupancy are not available.

TRANSACTION HIGHLIGHTS

●

Property. Portage Crossing Shopping Center property is a 120,541 sq. ft. anchored retail property located in Cuyahoga Falls, Ohio. The property is shadow anchored by a Giant Eagle Market District. Top tenants include an L.A. Fitness (37.3% NRA, 11/30/2030 expiration, rated B2/B by Moody’s/S&P), Cinemark (28.9% NRA, 12/31/2029 expiration, rated BB- by S&P), and Pet Supply Plus (8.3% NRA, 2/28/2029 expiration). The property is newly constructed.

●

Market. Portage Crossing Shopping Center property is located in the Akron submarket within the Cleveland retail market, which exhibited a submarket vacancy of 7.0% with average asking rents of $10.06 PSF as of Q4 2014. The 2014 population within a five mile radius of the property is 156,913. The 2014 median household income within a five mile radius was $44,768 and the average home value within a five mile radius was $164,461.

●

Sponsorship. The sponsor of the borrower is Robert L. Stark, CEO of Robert L. Stark Enterprises (“Stark Enterprises”). Stark Enterprises, founded in 1978, has experience acquiring and developing real estate in Northeast Ohio. Stark Enterprises specializes on developing, constructing and managing shopping centers, hotels, multi-family housing properties and mixed-use lifestyle venues. Stark Enterprises currently has a portfolio in excess of 7 million square feet of retail, office, apartment and hotel properties. The retail portion of the portfolio is concentrated in northeastern Ohio, with 12 shopping centers totaling more than 2.9 million sq. ft.

B-101

39-05 29th Street

Long Island City, NY 11101

Collateral Asset Summary – Loan No. 19

Holiday Inn Manhattan View

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$20,863,257

70.7%

1.43x

11.8%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	Delwar Hussain; Hafeez Choudhary; Mark Farruqui
Borrower:	Queens Plaza North, LLC
Original Balance:	$21,000,000
Cut-off Date Balance:	$20,863,257
% by Initial UPB:	1.5%
Interest Rate:	5.2510%
Payment Date:	6th of each month
First Payment Date:	February 6, 2015
Maturity Date:	January 6, 2020
Amortization:	300 months
Additional Debt:	None
Call Protection:	L(28), D(28), O(4)
Lockbox / Cash Management(1):	Hard / In-Place

Reserves
	Initial	Monthly
Taxes:	$3,334	$3,334
Insurance:	$65,460	$6,546
Replacement:	$0	1/12th of 4.0% of Gross income from operations
Required Repairs:	$12,500	NAP
Ground Rent Reserve:	$280,000	$0
DSCR Reserve(2):	$0	Springing

Financial Information
Cut-off Date Balance / Room:	$153,406
Balloon Balance / Room:	$137,951
Cut-off Date LTV:	70.7%
Balloon LTV:	63.6%
Underwritten NOI DSCR:	1.63x
Underwritten NCF DSCR:	1.43x
Underwritten NOI Debt Yield:	11.8%
Underwritten NCF Debt Yield:	10.4%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Full Service Hospitality
Collateral(3):	Leasehold
Location:	Long Island City, NY
Year Built / Renovated:	2008 / NAP
Total Rooms:	136
Property Management:	M&R Hospitality Management Corp.
Underwritten NOI:	$2,464,101
Underwritten NCF:	$2,163,359
Appraised Value:	$29,500,000
Appraisal Date:	December 1, 2014

Historical NOI
Most Recent NOI:	$3,659,224 (T-12 January 31, 2015)
2013 NOI:	$3,750,739 (December 31, 2013)
2012 NOI:	$3,587,874 (December 31, 2012)
2011 NOI:	$2,213,554 (December 31, 2011)

Historical Occupancy
Most Recent Occupancy:	86.3% (January 31, 2015)
2013 Occupancy:	86.6% (December 31, 2013)
2012 Occupancy:	85.2% (December 31, 2012)
2011 Occupancy:	80.7% (December 31, 2011)

(1)

An excess cash flow sweep will be triggered during a “Cash Trap Period”. A “Cash Trap Period” will commence upon (i) an event of default, (ii) any borrower, principal, guarantor or property manager bankruptcy, (iii) the commencement of a Franchise Agreement Discontinuation Period or (iv) the failure by the borrower to maintain a NOI DSCR of at least 1.20x for two consecutive calendar quarters, until the NOI DSCR is at least 1.40x for four consecutive calendar quarters. A “Franchise Agreement Discontinuation Period” will occur (i) (a) one year prior to the loan maturity date or (b) two years prior to then current franchise agreement expiration date, unless at such time, the expiration date of the then current franchise agreement (exclusive of any extension options) extends at least five years beyond the loan maturity date, (ii) upon the franchise agreement terminating, being cancelled, expiring or discontinuing, or (iii) the franchisor giving notice of its intent to terminate, cancel or discontinue the franchise agreement.

(2)

Upon the occurrence of a Cash Trap Period triggered by a low DSCR period, the borrower may suspend such Cash Trap Period by depositing into the DSCR reserve an amount such that, if applied to the outstanding principal balance, would satisfy a NOI DSCR of 1.20x. At any time, the borrower will have the option to replace cash deposited into the DSCR reserve with a letter of credit acceptable to lender in an amount equal to the amount then on deposit in the DSCR reserve. Notwithstanding the foregoing, the borrower will not be allowed to deliver any letter of credit if the amount is greater than 10.0% of the outstanding principal balance.

(3)	The property is subject to a long term ground lease expiring December 31, 2113 with no additional extension options.

TRANSACTION HIGHLIGHTS

●

Property. Holiday Inn Manhattan View is located in Long Island City, New York, with views of Manhattan. The improvements were constructed in 2008 and consist of a 17-story, 136-room room Holiday Inn hotel with facilities and amenities including a business center, fitness center, complimentary Wi-Fi, Rio Grande Churrascarria Steak House, Lobby Bar and Lounge, approximately 1,800 sq. ft. of meeting space and 23 parking spaces.

●

Market. As of December 2014, the Holiday Inn Manhattan View exhibited 2014 year-end occupancy, ADR and RevPAR of 87.2%, $167.46 and $145.99, respectively, resulting in occupancy, ADR and RevPar penetration rates of 109.5%, 116.5% and 127.6%, respectively. The Holiday Inn Manhattan View has averaged occupancy, ADR and RevPar penetration rates of 111.2%, 116.7% and 129.9% since 2012.

●

Sponsorship. The borrower, Queens Plaza North, LLC, is a partnership including the three guarantors of the loan, Delwar Hussain, Hafeez Choudhary and Mark Farruqui. Each individual has over has a minimum of 10 years of experience in the commercial real estate and construction industry. The property is managed by M&R Hospitality Management, Corp., which currently operates 18 hotels including 16 in New York City, one in suburban Boston and one in St. Maarten.

B-102

789 Connecticut Avenue

Norwalk, CT 06854

Collateral Asset Summary – Loan No. 20

DoubleTree Norwalk

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$20,154,587

67.2%

1.60x

12.4%

Mortgage Loan Information
Loan Seller:	CCRE
Loan Purpose:	Refinance
Sponsor:	John A. Bobango; Stephen M. Balton
Borrower:	CT Hotel Partners, L.P.
Original Balance:	$20,200,000
Cut-off Date Balance:	$20,154,587
% by Initial UPB:	1.5%
Interest Rate:	5.0435%
Payment Date:	6th of each month
First Payment Date:	April 6, 2015
Maturity Date:	March 6, 2020
Amortization:	360 months
Additional Debt:	None
Call Protection:	L(26), D(30), O(4)
Lockbox / Cash Management(1):	Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$105,000	$35,000
Insurance(2):	$0	Springing
Replacement:	$0	1/12th of 4.0% of gross income from operations
Seasonality(3):	$112,000	Springing

Financial Information
Cut-off Date Balance / Room:	$76,055
Balloon Balance / Room:	$70,360
Cut-off Date LTV:	67.2%
Balloon LTV:	62.2%
Underwritten NOI DSCR:	1.91x
Underwritten NCF DSCR:	1.60x
Underwritten NOI Debt Yield:	12.4%
Underwritten NCF Debt Yield:	10.4%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Full Service Hospitality
Collateral:	Fee Simple
Location:	Norwalk, CT
Year Built / Renovated:	1971 / 2005, 2008-2011
Total Rooms:	265
Property Management:	Hospitality Management Advisors, Inc.
Underwritten NOI:	$2,498,102
Underwritten NCF:	$2,092,174
Appraised Value:	$30,000,000
Appraisal Date:	February 1, 2015

Historical NOI
Most Recent NOI:	$2,527,645 (T-12 January 31, 2015)
2014 NOI:	$2,445,627 (December 31, 2014)
2013 NOI:	$1,956,343 (December 31, 2013)
2012 NOI:	$2,083,757 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy:	71.9% (January 31, 2015)
2014 Occupancy:	70.4% (December 31, 2014)
2013 Occupancy:	69.9% (December 31, 2013)
2012 Occupancy:	67.9% (December 31, 2012)

(1)

Cash management and an excess cash flow sweep will be triggered during a Cash Trap Period. A “Cash Trap Period” will commence upon (i) an event of default, (ii) any borrower, principal, guarantor or property manager bankruptcy or (iii) the failure by the borrower to maintain a debt service coverage ratio of at least 1.25x for two consecutive calendar quarters, until the debt service coverage ratio is at least 1.40x for four consecutive calendar quarters.

(2)	The borrower will be required to deposit 1/12 of the annual insurance premiums upon (i) a Cash Trap Period or (ii) failure to pay insurance premiums directly, among other things.

(3)

The borrower will be required to deposit (i) $10,625 monthly on each payment date occurring in May through December 2015 and (ii) on each payment thereafter that occurs between the months of May and December, an amount equal to the aggregate funds withdrawn during the previous calendar year, pro-rated over the remaining payments dates such that the account balance equals $197,000.

TRANSACTION HIGHLIGHTS

●

Property. DoubleTree Norwalk is an eight-story, 265-key full service hotel located in Norwalk, Connecticut. Constructed in 1971 and most recently renovated in 2008-2011, the property features a business center, fitness center, indoor swimming pool, 120-seat Saffire restaurant and bar, 24-hour convenience store, in-room dining, guest-self laundry facilities, approximately 5,868 sq. ft. of meeting space and approximately 273 surface and garage parking spaces. DoubleTree Norwalk is the only-full service hotel in the Norwalk lodging market and features the largest meeting space amongst its competitive set.

●

Recent Renovation. Since acquiring the property in 2008, the sponsor has invested approximately $4.25 million ($16,075 per room). Capital expenditures include a complete lobby renovation, amenity enhancements, upgraded mechanical systems and guestroom improvements. The sponsor has a total cost basis of approximately $33.5 million, resulting in a loan-to-cost ratio of approximately 62.6%.

●	Market. As of January 2015, DoubleTree Norwalk exhibited trailing 12-month occupancy, ADR and RevPAR of 71.9%, $124.97 and $89.88, respectively, resulting in occupancy, ADR and RevPAR penetration rates of 101.6%, 93.6% and 95.1%, respectively.

●

Location. DoubleTree Norwalk is located on the south side of Connecticut Avenue, approximately 0.3 miles from Interstate 95 and 1.5 miles from the Rowayton Metro-North train station. Interstate 95 is the main highway on the east coast serving areas between Florida and New England. The Rowayton Metro-North train station is an approximate one hour commute to Midtown Manhattan.

B-103

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ANNEX C

Annex G-5-4

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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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 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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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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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:

●

one or more classes of regular interests; or

●

a single class of residual interests on which distributions, if any, are made pro rata.

A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or

other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. Such a specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates for each REMIC Pool of that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests therein. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

Taxation of Regular Certificates

General

A regular interest will be treated as a newly originated debt instrument for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the “Regular Certificateholder”) as they accrue, and principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable thereto (other than accrued market discount not yet reported as ordinary income). Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by such Regular Certificateholders.

Original Issue Discount

Accrual Certificates, interest only certificates and principal-only certificates will be, and other Classes of Regular Certificates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield method that takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent such issues are not addressed in such regulations, the depositor intends to apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their

own tax advisors as to the discussion herein and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the “stated redemption price at maturity” of the Regular Certificate over its “issue price.” The issue price of a class of Regular Certificates offered pursuant to this Prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the depositor intends to treat the issue price of a class as to which there is no substantial sale as of the issue date or that is retained by the depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude such amount from the issue price and to recover it on the first distribution date. The stated redemption price at maturity of a Regular Certificate always includes the original principal amount of the Regular Certificate, but generally will not include distributions of stated interest if such interest distributions constitute “qualified stated interest.” Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below), provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the Regular Certificate. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, the depositor intends to treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an Accrual Certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of such Regular Certificates includes all distributions of interest as well as principal thereon. Likewise, the depositor intends to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount (a so-called “super-premium” class) as having no qualified stated interest. Where the interval between the issue date and the first distribution date on a Regular Certificate is shorter than the interval between subsequent distribution dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. The Conference Committee Report to the 1986 Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certificates. The Prepayment Assumption with respect to a series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “Election to Treat All Interest Under the Constant Yield Method.”

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the “daily portions,” as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date of disposition. The depositor will treat the monthly period ending on the day before each distribution date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related distribution date on the Regular Certificate. The Conference Committee Report to the 1986

Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. The original issue discount accruing in a full accrual period would be the excess, if any, of:

●

the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period that are included in the Regular Certificate’s stated redemption price at maturity and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity; over

●

the adjusted issue price of the Regular Certificate at the beginning of the accrual period.

The present value of the remaining distributions referred to in the preceding sentence is calculated based on:

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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

●

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:

●

if a Regular Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction;

●

in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates; or

●

to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on such Regular Certificate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such holder with respect to the Regular Certificate.

In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term capital gains of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses

Holders of Regular Certificates will be required to report income with respect to Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that such losses are uncollectible. Accordingly, the holder of a Regular Certificate may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. To the extent the rules of Code Section 166 regarding bad debts are applicable, it appears that holders of Regular Certificates that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained during the taxable year on account of any such Regular Certificates becoming wholly or partially worthless, and that, in general, holders of Regular Certificates that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be allowed to deduct as a short-term capital loss any 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

●

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:

●

is not a “10-percent shareholder” within the meaning of Code Section 871(h)(3)(B) or, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more mortgagors); and

●

provides the trustee, or the person who would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Person.

The appropriate documentation includes Form W-8BEN-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:

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the mortgage loans (including mortgage loans underlying MBS) were issued after July 18, 1984; and

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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:

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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;

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as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan; or

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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


EXECUTIVE SUMMARY
This Executive Summary does not include all of the information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this free writing prospectus relating to the certificates offered by this free writing prospectus and the underlying mortgage loans.
CERTIFICATES

Class	Initial Certificate Balance or Notional Balance(1)			Approximate Initial Credit Support(6)	Description of Pass- Through Rate	Assumed Final Distribution Date(2)	Approx-imate Initial Pass-Through Rate	Weighted Average Life (Yrs.)(7)	Principal Window (Mos.)(7)	Anticipated Ratings (Moody’s/DBRS/Morningstar)(3)
Offered Certificates
A-1	$	53,800,000		30.000%(8)	(4)	January 2020	%	2.72	1-56	Aaa(sf)/AAA(sf)/AAA
A-2	$	168,100,000		30.000%(8)	(4)	April 2020	%	4.86	56-59	Aaa(sf)/AAA(sf)/AAA
A-SB	$	85,300,000		30.000%(8)	(4)	December 2024	%	7.36	59-115	Aaa(sf)/AAA(sf)/AAA
A-3	$	270,000,000		30.000%(8)	(4)	March 2025	%	9.69	115-118	Aaa(sf)/AAA(sf)/AAA
A-4	$	381,594,000		30.000%(8)	(4)	April 2025	%	9.87	118-19	Aaa(sf)/AAA(sf)/AAA
X-A	$	1,059,810,000	(5)	N/A	Variable(5)	April 2025	%	N/A	N/A	NR/AAA(sf)/AAA
A-M	$	101,016,000		22.625%	(4)	April 2025	%	9.90	119-119	Aa2(sf)/AAA(sf)/AAA
B	$	92,797,000		15.850%	(4)	April 2025	%	9.90	119-119	NR/AA(low)(sf)/AA-
C	$	61,295,000		11.375%	(4)	April 2025	%	9.90	119-119	NR/A(low)(sf)/A-
D	$	58,212,000		7.125%	(4)	May 2025	%	9.97	119-120	NR/BBB(low)(sf)/BBB-
Non-Offered Certificates(9)
X-B	$	154,092,000	(5)	N/A	Variable(5)	April 2025	%	N/A	N/A	NR/AAA(sf)/AAA
X-C	$	58,212,000	(5)	N/A	Variable(5)	May 2025	%	N/A	N/A	NR/AAA(sf)/AAA
X-D	$	27,394,000	(5)	N/A	Variable(5)	May 2025	%	N/A	N/A	NR/AAA(sf)/AAA
E	$	27,394,000		5.125%	(4)	May 2025	%	9.99	120-120	NR/BB(low)(sf)/BB-
F	$	29,107,000		3.000%	(4)	May 2025	%	9.99	120-120	NR/B(low)(sf)/B-
G	$	41,091,186		0.000%	(4)	May 2025	%	9.99	120-120	NR/NR/NR
V(10)		N/A		N/A	N/A	N/A	N/A	N/A	N/A	NR/NR/NR
R(10)		N/A		N/A	N/A	N/A	N/A	N/A	N/A	NR/NR/NR
LR(10)		N/A		N/A	N/A	N/A	N/A	N/A	N/A	NR/NR/NR

Loan-Specific Certificates(9)										Anticipated Ratings (Moody’s/DBRS/KBRA/Morningstar)(3)
CM-A(11)	$	33,500,000		52.985%	(11)	April 2020	(11)	4.90	59-59	Aa2(sf)/AAA(sf)/AA(sf)/AA+
X-CM-CP(11)	$	205,381,000		N/A	(11)	April 2020	(11)	N/A	N/A	NR/AAA(sf)/AA(sf)/AA+
X-CM-EXT(11)	$	33,500,000		N/A	(11)	April 2020	(11)	N/A	N/A	NR/AAA(sf)/AA(sf)/AA+
CM-B(11)	$	84,500,000		40.373%	(11)	April 2020	(11)	4.90	59-59	A3(sf)/A(low)(sf)/A-(sf)/A-
CM-C(11)	$	87,381,000		27.331%	(11)	April 2020	(11)	4.90	59-59	NR/NR/BBB-(sf)/BBB-
CM-D(11)	$	121,483,000		9.199%	(11)	April 2020	(11)	4.90	59-59	NR/NR/BB-(sf)/BB
CM-E(11)	$	61,636,000		0.000%	(11)	April 2020	(11)	4.90	59-59	NR/NR/B(sf)/B

	(3)	It is a condition to issuance of the certificates that the certificates receive the ratings set forth above. Ratings shown are those of Moody’s Investors Service, Inc., DBRS, Inc., Morningstar Credit Ratings, LLC and Kroll Bond Rating Agency, Inc. Certain nationally recognized statistical rating organizations, as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the certificates. There can be no assurance as to what ratings a nationally recognized statistical rating organization other than Moody’s Investors Service, Inc., DBRS, Inc., Morningstar Credit Ratings, LLC and Kroll Bond Rating Agency, Inc. would assign or that its report will not express differing, possibly negative, views of the mortgage loans and/or the offered certificates. See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Offered Certificates” and “Ratings” in this free writing prospectus.

	(4)	For any distribution date, the pass-through rates on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G certificates will equal one of (i) a fixed per annum rate, (ii) the weighted average of the net mortgage rates on the mortgage loans in the mortgage pool (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.

	(5)	The Class X-A, Class X-B, Class X-C and Class X-D certificates will not have certificate balances. None of the Class X-A, Class X-B, Class X-C or Class X-D certificates will be entitled to distributions of principal. The Class X-A, Class X-B, Class X-C and Class X-D certificates will accrue interest on their respective notional balance and at their respective pass-through rate as described in “Description of the Offered Certificates—General” and “—Distributions” in this free writing prospectus.

	(6)	The credit support for the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G (together with the Class X-A, Class X-B, Class X-C, Class X-D, Class V, Class R and Class LR certificates, the “pooled certificates”) presented in the table does not include the Courtyard by Marriott non-pooled trust companion loans. The Class CM-A, Class CM-B, Class CM-C, Class CM-D and Class CM-E certificates will not provide credit support to any other class of certificates except to the extent of the Courtyard by Marriott loan combination (in which the Class CM-A, Class X-CM-CP, Class X-CM-EXT, Class CM-B, Class CM-C, Class CM-D and Class CM-E certificates each represent an interest).

	(7)	The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-CM-CP, Class X-CM-EXT, Class V, Class R and Class LR certificates) are based on (i) modeling assumptions described in this free writing prospectus, (ii) assumptions that there are no prepayments, delinquencies or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates.

	(8)	Represents the approximate initial credit support for the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 certificates, in the aggregate.

	(9)	The classes of certificates set forth below “Non-Offered Certificates” and “Loan-Specific Certificates” in the table are not offered by this free writing prospectus.

	(10)	The Class V certificates will not have a certificate balance, notional balance, pass-through rate, assumed final distribution date, rated final distribution date or rating. The Class V certificates represent undivided interests in excess interest accruing on an anticipated repayment date loan, as further described in this free writing prospectus. The Class V certificates will not be entitled to distributions in respect of principal or interest other than excess interest. The Class R and Class LR certificates will each not have a certificate balance, notional balance, pass-through rate, assumed final distribution date, rated final distribution date or rating. The Class R and Class LR certificates represent the residual interests in each Trust REMIC, as further described in this free writing prospectus. The Class R and Class LR certificates will not be entitled to distributions of principal or interest.

	(11)	The holders of the Class CM-A, Class X-CM-CP, Class X-CM-EXT, Class CM-B, Class CM-C, Class CM-D and Class CM-E certificates (referred to in this free writing prospectus as the “loan-specific certificates”) will only be entitled to receive distributions in respect of, and will only incur losses with respect to, the Courtyard by Marriott non-pooled trust companion loans, which companion loans are included as an asset of the issuing entity but not part of the mortgage pool backing the other classes of certificates. No class of certificates, other than the Class CM-A, Class X-CM-CP, Class X-CM-EXT, Class CM-B, Class CM-C, Class CM-D and Class CM-E certificates, will have any interest in the Courtyard by Marriott non-pooled trust companion loans. See “Description of the Mortgage Pool—Loan Combinations—The Courtyard by Marriott Loan Combination” in this free writing prospectus.

	The following table shows information regarding the mortgage loans and the mortgaged properties as of the cut-off date. All weighted averages set forth below are based on the principal balances of the mortgage loans as of the cut-off date.


	The Mortgage Pool(1)

	Outstanding Pool Balance as of the Cut-off Date(2)		$1,369,706,187
	Number of Mortgage Loans		83
	Number of Mortgaged Properties		220
	Average Cut-off Date Mortgage Loan Balance		$16,502,484
	Average Cut-off Date Mortgage Property Balance		$6,225,937
	Weighted Average Mortgage Rate		4.2774%
	Weighted Average Cut-off Date Remaining Term to Maturity or ARD (in months)		111
	Weighted Average U/W NCF Debt Service Coverage Ratio(3)		2.09x
	Weighted Average Cut-off Date Loan-to-Value Ratio(3)(4)(5)		63.8%
	Weighted Average Cut-off Date U/W NOI Debt Yield(3)		11.4%


	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 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

	RELEVANT PARTIES AND DATES

	Issuing Entity		COMM 2015-CCRE23 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, Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, Ladder Capital Finance LLC, a Delaware limited liability company, Jefferies LoanCore LLC, a Delaware limited liability company, and General Electric Capital Corporation, a Delaware corporation. 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).

			Cantor Commercial Real Estate Lending, L.P. (a sponsor and an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters, and Berkeley Point Capital LLC, a primary servicer).

			Ladder Capital Finance LLC (a sponsor).

			Jefferies LoanCore LLC (a sponsor and an affiliate of Jefferies LLC, an underwriter).

			General Electric Capital Corporation (a sponsor).

			servicing agreement with respect to the mortgage loans (other than any non-serviced mortgage loan) and any serviced loan combination that it is servicing, subject in each case to a nonrecoverability determination. The fee of the master servicer with respect to the mortgage loans (and the serviced companion loans) will be payable monthly from amounts received in respect of interest on each mortgage loan (and serviced companion 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 or serviced companion loan and 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 9200 & 9220 Sunset loan combination will be serviced by the master servicer pursuant to the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations—The 9200 & 9220 Sunset Loan Combination” in this free writing prospectus.

			The Courtyard by Marriott loan combination will be serviced by the master servicer pursuant to the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations—The Courtyard by Marriott Loan Combination” in this free writing prospectus.

			The 3 Columbus Circle loan combination will be serviced by the master servicer pursuant to the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations—The 3 Columbus Circle Loan Combination” in this free writing prospectus.

			The La Gran Plaza loan combination is expected to be primary serviced by Wells Fargo Bank, National Association. See “—Primary Servicers” below. It is expected that after the securitization of the related pari passu companion loan designated as the La Gran Plaza Note A-1, the La Gran Plaza loan combination will be primary serviced by Wells Fargo Bank, National Association under a primary servicing agreement entered into with the master servicers designated in the pooling and servicing agreement entered into in connection with that 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.

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-193376-18

Class	Initial Certificate Balance or Notional Balance(1)			Approximate Initial Pass- Through Rate	Assumed Final Distribution Date(2)	Rated Final Distribution Date(2)	Anticipated Ratings (Moody’s/DBRS/Morningstar)(3)
Class A-1	$	53,800,000		(4)	January 2020	May 2048	Aaa(sf)/AAA(sf)/AAA
Class A-2	$	168,100,000		(4)	April 2020	May 2048	Aaa(sf)/AAA(sf)/AAA
Class A-SB	$	85,300,000		(4)	December 2024	May 2048	Aaa(sf)/AAA(sf)/AAA
Class A-3	$	270,000,000		(4)	March 2025	May 2048	Aaa(sf)/AAA(sf)/AAA
Class A-4	$	381,594,000		(4)	April 2025	May 2048	Aaa(sf)/AAA(sf)/AAA
Class X-A	$	1,059,810,000	(5)	(5)	April 2025	May 2048	NR/AAA(sf)/AAA
Class A-M	$	101,016,000		(4)	April 2025	May 2048	Aa2(sf)/AAA(sf)/AAA
Class B	$	92,797,000		(4)	April 2025	May 2048	NR/AA(low)(sf)/AA-
Class C	$	61,295,000		(4)	April 2025	May 2048	NR/A(low)(sf)/A-
Class D	$	58,212,000		(4)	May 2025	May 2048	NR/BBB(low)(sf)/BBB-

Deutsche Bank Securities		Cantor Fitzgerald & Co.
Joint Bookrunning Managers and Co-Lead Managers

Jefferies	Citigroup	CastleOak Securities, L.P.
Co-Managers

EXECUTIVE SUMMARY	15	Geographic Concentration Exposes
SUMMARY	19	Investors to Greater Risk of Default
RISK FACTORS	67	and Loss	86
General Risks	67	Office Properties Have Special Risks	88
The Offered Certificates May Not Be a		Multifamily Properties Have Special
Suitable Investment for You	67	Risks	88
Risks Related to Market Conditions	67	Hospitality Properties Have Special
The Credit Crisis and Downturn in the		Risks	91
Real Estate Market Have Adversely		Retail Properties Have Special Risks	94
Affected the Value of Commercial		Manufactured Housing Community
Mortgage-Backed Securities	67	Properties Have Special Risks	97
The Volatile Economy and Credit Crisis		Mixed Use Properties Have Special
May Increase Loan Defaults and		Risks	98
Affect the Value and Liquidity of Your		Self Storage Properties Have Special
Investment	68	Risks	98
General Conditions in the Commercial		Industrial Properties Have Special Risks	99
Real Estate Mortgage Markets May		Leased Fee Properties Entail Risks that
Adversely Affect the Performance of		May Adversely Affect Payments on
the Offered Certificates	69	Your Certificates	100
Risks Related to the Mortgage Loans	70	Risks of Co-Tenancy and Other Early
Mortgage Loans Are Non-recourse and		Termination Provisions in Retail and
Are Not Insured or Guaranteed	70	Office Leases	100
The Offered Certificates Are Limited		Condominium Properties Have Special
Obligations and Payments Will Be		Risks	102
Primarily Derived from the Mortgage		Risks Related to Construction,
Loans	70	Development, Redevelopment,
Commercial Lending Is Dependent upon		Renovation and Repairs at Mortgaged
Net Operating Income	71	Properties	103
Mortgage Loans Have Not Been		Competition May Adversely Affect the
Reunderwritten Since Origination	73	Performance of the Mortgaged
The Prospective Performance of the		Property	104
Commercial, Multifamily and		Options and Other Purchase Rights May
Manufactured Housing Community		Affect Value or Hinder Recovery with
Mortgage Loans Included in the		Respect to the Mortgaged Properties	104
Issuing Entity Should Be Evaluated		The Sellers of the Mortgage Loans Are
Separately from the Performance of		Subject to Bankruptcy or Insolvency
the Mortgage Loans in Any of the		Laws That May Affect the Issuing
Depositor’s Other Trusts	73	Entity’s Ownership of the Mortgage
Some Mortgaged Properties May Not		Loans	106
Be Readily Convertible to Alternative		Environmental Issues at the Mortgaged
Uses	74	Properties May Adversely Affect
Limitations of Appraisals	74	Payments on Your Certificates	107
Property Value May Be Adversely		Potential Issuing Entity Liability Related
Affected Even When Current		to a Materially Adverse Environmental
Operating Income Is Not	75	Condition	108
Risks Related to Tenants	75	Borrower May Be Unable To Repay the
Risks Related to Mortgage Loan		Remaining Principal Balance on the
Concentration	85	Maturity Date or Anticipated
Risks Related to Borrower		Repayment Date and Longer
Concentration	85	Amortization Schedules and Interest-
Risks Relating to Property Type		Only Provisions May Increase Risk	111
Concentration	85	Risks Relating to Borrower Organization
		or Structure	112

Tenancies in Common May Hinder		Prior Bankruptcies, Defaults or Other
Recovery	112	Proceedings May Be Relevant to
Risks Related to Additional Debt	113	Future Performance	129
Bankruptcy Proceedings Entail Certain		Risks Relating to Costs of Compliance
Risks	114	with Applicable Laws and Regulations	132
Risks Related to Loan Sponsor		Risks Related to Conflicts of Interest	132
Guaranties	115	Potential Conflicts of Interest of the
Lack of Skillful Property Management		Master Servicer and the Special
Entails Risks	116	Servicer	132
Risks of Inspections Relating to		Special Servicer May Be Directed To
Property	117	Take Actions	133
World Events and Natural (or Other)		The Servicing of the La Gran Plaza
Disasters Could Have an Adverse		Loan Combination Will Shift to Others	134
Impact on the Mortgaged Properties		Potential Conflicts of Interest of the
and Could Reduce the Cash Flow		Operating Advisor	135
Available To Make Payments on the		Potential Conflicts of Interest of the
Certificates	117	Underwriters and Their Affiliates	136
Inadequate Property Insurance		Potential Conflicts of Interest in the
Coverage Could Have an Adverse		Selection of the Underlying Mortgage
Impact on the Mortgaged Properties	117	Loans	137
Risks Associated with Blanket Insurance		Related Parties May Acquire Certificates
Policies or Self-Insurance	119	or Experience Other Conflicts	138
Availability of Terrorism Insurance	120	Conflicts Between Property Managers
Appraisals and Market Studies Have		and the Borrowers	139
Certain Limitations	122	Conflicts Between Certificateholders
Increases in Real Estate Taxes Due to		and Holders of Companion Loans	139
Termination of a PILOT Program or		Conflicts May Occur as a Result of
Other Tax Abatement Arrangements		Rights of Third Parties to Terminate
May Reduce Payments to		the Special Servicer of the Courtyard
Certificateholders	122	by Marriott Loan Combination.	140
Risks Related to Enforceability	123	Other Potential Conflicts of Interest	140
Risks Related to Enforceability of		Risks Related to the Offered
Prepayment Premiums, Yield		Certificates	143
Maintenance Charges and		Legal and Regulatory Provisions
Defeasance Provisions	123	Affecting Investors Could Adversely
The Master Servicer or the Special		Affect the Liquidity of the Offered
Servicer May Experience Difficulty in		Certificates	143
Collecting Rents upon the Default		Your Yield May Be Adversely Affected
and/or Bankruptcy of a Borrower	123	By Prepayments Resulting From
Risks Related to Mortgage Loans		Earnout Reserves	145
Secured by Multiple Properties	124	Risks Related to Prepayments and
State Law Limitations Entail Certain		Repurchases of Mortgage Loans	145
Risks	125	Limited Obligations	147
Mortgage Loans Secured by Leasehold		Yield Considerations	148
Interests May Expose Investors to		Optional Early Termination of the
Greater Risks of Default and Loss	125	Issuing Entity May Result in an
Potential Absence of Attornment		Adverse Impact on Your Yield or May
Provisions Entails Risks	126	Result in a Loss	149
Risks Related to Zoning Laws	127	A Mortgage Loan Seller May Not Be
Risks Related to Litigation and		Able To Make a Required Repurchase
Condemnation	128	or Substitution of a Defective
		Mortgage Loan	149

Any Loss of Value Payment Made by a		Compliance with Rule 15Ga-1 under the
Mortgage Loan Seller May Prove To		Exchange Act	165
Be Insufficient to Cover All Losses on		Cantor Commercial Real Estate
a Defective Mortgage Loan	149	Lending, L.P.	166
Risks Related to Borrower Default	149	General	166
Risks Related to Modification of		CCRE Lending’s Loan Origination and
Mortgage Loans with Balloon		Acquisition History	166
Payments	150	Review of CCRE Mortgage Loans	167
Risks Related to Certain Payments	151	CCRE Lending’s Underwriting
Risks of Limited Liquidity and Market		Standards	168
Value	151	Assessments of Property Condition	169
The Limited Nature of Ongoing		Compliance with Rule 15Ga-1 under the
Information May Make It Difficult for		Exchange Act	173
You To Resell Your Certificates	151	Ladder Capital Finance LLC	173
Risks Related to Factors Unrelated to		General	173
the Performance of the Certificates		Ladder Capital Group’s Securitization
and the Mortgage Loans, Such as		Program	174
Fluctuations in Interest Rates and the		Review of LCF Mortgage Loans	175
Supply and Demand of CMBS		Ladder’s Underwriting Standards	177
Generally	152	Assessments of Property Condition	179
Credit Support May Not Cover All Types		Compliance with Rule 15Ga-1 under the
of Losses	152	Exchange Act	183
Disproportionate Benefits May Be Given		Jefferies LoanCore LLC	183
to Certain Classes	153	General	183
The Amount of Credit Support Will Be		JLC’s Commercial Mortgage
Limited	153	Securitization Program	184
REMIC Status	153	Review of JLC Mortgage Loans	185
State, Local and Other Tax		Jefferies LoanCore’s Underwriting
Considerations	153	Standards	186
Certain Federal Tax Consideration		Assessments of Property Condition	187
Regarding Original Issue Discount	154	Compliance with Rule 15Ga-1 under the
Tax Considerations Related to		Exchange Act	191
Foreclosure	154	General Electric Capital Corporation	191
Changes to REMIC Restrictions on		General	191
Loan Modifications May Impact an		GE Capital Real Estate	191
Investment in the Certificates	155	GE Capital Real Estate’s Securitization
Risks Relating to Lack of		Program	192
Certificateholder Control over the		Review of GECC Mortgage Loans	193
Issuing Entity	155	GE Capital Real Estate’s Commercial
Different Timing of Mortgage		Mortgage Loan Underwriting	194
Loan Amortization Poses Certain		Repurchase Requests	199
Risks	156	THE DEPOSITOR	199
Ratings of the Offered Certificates	156	THE ISSUING ENTITY	200
Combination or “Layering” of Multiple		THE SERVICERS	201
Risks May Significantly Increase Risk		Generally	201
of Loss	158	The Master Servicer	202
THE SPONSORS, MORTGAGE LOAN		The Special Servicer	204
SELLERS AND ORIGINATORS	159	CWCapital Asset Management LLC	204
German American Capital Corporation	159	General Information—The Special
General	159	Servicer	206
GACC’s Securitization Program	159	Replacement of the Special Servicer	207
Review of GACC Mortgage Loans	160	The Primary Servicer	210
GACC’s Underwriting Standards	162	Berkeley Point Capital LLC	210

Summary of Berkeley Point Primary		Application Priority of Mortgage Loan
Servicing Agreement	212	Collections or Loan Combination
THE TRUSTEE	218	Collections	290
Certain Matters Regarding the Trustee	219	Assumed Final Distribution Date	292
Resignation and Removal of the		Realized Losses	293
Trustee	219	Prepayment Interest Shortfalls	294
THE CERTIFICATE ADMINISTRATOR		Subordination	296
AND CUSTODIAN	220	Appraisal Reductions	297
Certain Matters Regarding the		Delivery, Form and Denomination	301
Certificate Administrator	222	Book-Entry Registration	302
Trustee and Certificate Administrator		Definitive Certificates	304
Fee	223	Certificateholder Communication	305
PAYING AGENT, CERTIFICATE		Access to Certificateholders’ Names
REGISTRAR, CUSTODIAN AND		and Addresses	305
AUTHENTICATING AGENT	223	Special Notices	305
THE OPERATING ADVISOR	224	Retention of Certain Certificates by
CERTAIN RELATIONSHIPS AND		Affiliates of Transaction Parties	305
RELATED TRANSACTIONS	225	YIELD AND MATURITY
DESCRIPTION OF THE MORTGAGE		CONSIDERATIONS	306
POOL	227	Yield Considerations	306
General	227	Weighted Average Life	308
Security for the Mortgage Loans	231	Certain Price/Yield Tables	310
Significant Mortgage Loans	231	Yield Sensitivity of the Class X-A
Sale of the Mortgage Loans	232	Certificates	311
Certain Underwriting Matters	233	THE POOLING AND SERVICING
Loan Combinations	237	AGREEMENT	313
The 9200 & 9220 Sunset Loan		General	313
Combination	237	Special Note Regarding the La Gran
The Courtyard by Marriott Loan		Plaza Loan Combination	313
Combination	239	Servicing of the Mortgage Loans and
The 3 Columbus Circle Loan		Serviced Loan Combinations;
Combination	247	Collection of Payments	313
The La Gran Plaza Loan Combination	249	The Directing Holder	315
The Walgreens Portfolio Loan		Limitation on Liability of Directing
Combination	251	Holder	322
Additional Mortgage Loan Information	253	The Operating Advisor	322
Certain Terms and Conditions of the		General	322
Mortgage Loans	260	Role of Operating Advisor While No
Delaware Statutory Trusts May Hinder		Control Termination Event Has
Recovery	272	Occurred and Is Continuing	323
Changes in Mortgage Pool		Role of Operating Advisor While a
Characteristics	273	Control Termination Event Has
DESCRIPTION OF THE OFFERED		Occurred and Is Continuing	323
CERTIFICATES	273	Annual Report	325
General	273	Replacement of the Special Servicer	326
Distributions	275	Termination of the Operating Advisor
Fees and Expenses	282	For Cause	326
Distribution of Available Funds	286	Rights upon Operating Advisor
Distribution of Excess Interest	289	Termination Event	327
Class A-SB Planned Principal Balance	289	Termination of the Operating Advisor
Prepayment Premiums and Yield		Without Cause	328
Maintenance Charges	289	Resignation of the Operating Advisor	328
		Operating Advisor Compensation	329


	(1)	Approximate; subject to a variance of plus or minus 5.0%. In addition, the notional amounts of the Class X-A, Class X-B, Class X-C and Class X-D certificates may vary depending upon the final pricing of the classes of certificates whose certificate balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of the Class X-A, Class X-B, Class X-C or Class X-D certificates, as applicable, would be equal to zero, such class of certificates will not be issued on the closing date of this securitization.

	(2)	The assumed final distribution date with respect to any class of certificates (other than the Class V, Class R and Class LR certificates) is the distribution date on which the final distribution would occur for that class of certificates based on (i) modeling assumptions described in this free writing prospectus, (ii) assumptions that there are no prepayments, delinquencies or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates. The rated final distribution date for each class of offered certificates is the distribution date in May 2048. The actual performance and experience of the mortgage loans will likely differ from such assumptions. See “Yield and Maturity Considerations” and “Ratings” in this free writing prospectus.


	(1)	Except where expressly stated otherwise, statistical information in this table does not include the Courtyard by Marriott non-pooled trust companion loans.

	(2)	Subject to a permitted variance of plus or minus 5.0%.

	(3)	In the case of 5 mortgage loans, representing approximately 25.7% of the outstanding pool balance as of the cut-off date, each of which has one or more pari passu companion loans that will not be included in the mortgage pool, the debt service coverage ratios, loan-to-value ratios and debt yields for such mortgage loans have been calculated based on the mortgage loan included in the mortgage pool and the related pari passu companion loans, but not any subordinate companion loan.

	(4)	In the case of 1 mortgage loan, representing approximately 2.3% of the initial outstanding pool balance as of the cut-off date, the loan-to-value ratio for such mortgage loan has been calculated based on the mortgage loan balance net of a holdback reserve or an earnout reserve. For further description, see the definitions of “Cut-off Date Loan-to-Value Ratio” in “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus.

	(5)	In the case of 12 mortgaged properties, collectively representing approximately 12.1% of the outstanding pool balance as of the cut-off date, the loan-to-value ratio for such mortgaged properties has been calculated based on the “as complete” or “as stabilized” appraised value of such mortgaged properties. For further description, see the definition of “Appraised Value” in “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus.

	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(1)(2)		21	$	574,451,052	41.9	%
	Cantor Commercial Real Estate Lending, L.P.		31	$	390,213,981	28.5	%
	Ladder Capital Finance LLC		18	$	204,536,561	14.9	%
	Jefferies LoanCore, LLC(1)		3	$	108,076,155	7.9	%
	General Electric Capital Corporation		12	$	92,428,438	6.7	%
	Total		83(3)	$	1,369,706,187	100.0	%

	(1)	The 9200 & 9220 Sunset mortgage loan and the Maui Coast Hotel mortgage loan were originated by Jefferies LoanCore LLC and a portion of each mortgage loan was subsequently purchased by German American Capital Corporation. The number of mortgage loans listed next to each of German American Capital Corporation and Jefferies LoanCore LLC reflect both mortgage loans for German American Capital Corporation as mortgage loan seller and Jefferies LoanCore LLC as mortgage loan seller. The outstanding principal balance as of the cut-off date and the percentage of outstanding pool balance reflect the allocated amounts of each such mortgage loan that will be contributed by each mortgage loan seller.
	(2)	Does not include the Courtyard by Marriott non-pooled trust companion loans or the Courtyard by Marriott non-trust pari passu companion loans.
	(3)	The total number of mortgage loans reflects the actual number of mortgage loans in the mortgage pool, and does not reflect the sum of the number of mortgage loans listed for each individual mortgage loan seller as the 9200 & 9220 Sunset mortgage loan and the Maui Coast Hotel mortgage loan are included in both the German American Capital Corporation and Jefferies LoanCore LLC loan counts.

Originators	Each mortgage loan seller or one of its affiliates originated or acquired (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.

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

Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association, a national banking association. 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 servicing office of Midland Loan Services, a Division of PNC Bank, National Association is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.

	The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary servicers, the mortgage loans (other than with respect to any non-serviced mortgage loans that are part of loan combinations): (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer and (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a workout. In addition, the master servicer will be the primary party responsible for making (1) principal and interest advances with respect to each mortgage loan included in the issuing entity, (2) interest advances with respect to the Courtyard by Marriott non-pooled trust companion loans included in the issuing entity and (3) property advances under the pooling and

			The Walgreens Portfolio loan combination is expected to be serviced by the master servicer, Wells Fargo Bank, National Association, under the WFCM 2015-LC20 pooling and servicing agreement. With respect to the Walgreens Portfolio mortgage loan, the WFCM 2015-LC20 master servicer will be entitled to receive a primary servicing fee under the WFCM 2015-LC20 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 Walgreens Portfolio mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Loan Combinations—The Walgreens Portfolio Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Special Servicer		CWCapital Asset Management LLC, a Delaware limited liability company. The special servicer will be responsible for the servicing and administration of the specially serviced loans and REO properties as well as the reviewing of certain major decisions and special servicer decisions for all of the mortgage loans. See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this free writing prospectus. CWCapital Asset Management LLC was appointed to be the special servicer by Seer Capital Partners Master Fund L.P., which is expected to be the initial directing holder (other than with respect to any non-serviced mortgage loan, the Courtyard by Marriott loan combination and the La Gran Plaza loan combination). The principal servicing office of CWCapital Asset Management LLC is located at 7501 Wisconsin Avenue, Suite 500 West, Bethesda, Maryland 20814 and its telephone number is (202) 715-9500.

			The 9200 & 9220 Sunset loan combination will be specially serviced by the special servicer pursuant to the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations—The 9200 & 9220 Sunset Loan Combination” in this free writing prospectus.

			The Courtyard by Marriott loan combination will be specially serviced by the special servicer pursuant to the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations—The Courtyard by Marriott Loan Combination” in this free writing prospectus.

			The 3 Columbus Circle loan combination will be specially serviced by the special servicer pursuant to the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations—The 3 Columbus Circle Loan Combination” in this free writing prospectus.

			Initially the La Gran Plaza loan combination will be specially serviced, if necessary, by the current special servicer under the pooling and servicing agreement for this transaction. It is expected that after the securitization of the related pari passu companion loan designated as the La Gran Plaza Note A-1, the La Gran Plaza loan combination will be specially serviced, if necessary, under, and by the special servicer designated in, the

			related pooling and servicing agreement entered into in connection with such securitization. See “Description of the Mortgage Pool—Loan Combinations” in this free writing prospectus.

			If necessary, the Walgreens Portfolio loan combination is expected to be specially serviced by the special servicer, Rialto Capital Advisors, LLC, under the WFCM 2015-LC20 pooling and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations—The Walgreens Portfolio Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

			The special servicer will be responsible for the servicing and administration of the La Gran Plaza loan combination if it becomes a specially serviced mortgage loan and will be entitled to compensation as described under the pooling and servicing agreement and the related intercreditor agreement for so long as the La Gran Plaza loan combination is being serviced under the pooling and servicing agreement for this transaction. If the La Gran Plaza loan combination is being specially serviced when the related pari passu companion loan is securitized, the special servicer will be entitled to compensation for the period during which it acted as special servicer with respect to such loan combination, as well as all surviving indemnity and other rights in respect of such special servicing role. See “Risk Factors—Risks Related to Conflicts of Interest—The Servicing of the La Gran Plaza Loan Combination Will Shift to Others” 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 loans) 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 loans) 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 loans) that 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 loans) 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 special servicer with respect to the Walgreens Portfolio loan combination (which includes the Walgreens Portfolio mortgage loan) pursuant to the WFCM 2015-LC20 pooling and servicing agreement 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.

			The party acting as the special servicer with respect to the La Gran Plaza mortgage loan after the securitization of the related pari passu companion loan will be entitled to receive similar, though not identical, special servicing compensation pursuant to the related pooling and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Primary Servicers		Berkeley Point Capital LLC, a Delaware limited liability company, will act as primary servicer with respect to the mortgage loans secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as Luxe Villas, College Station and The Polos Apartments and Stonegate Apartments, representing approximately 2.1%, 0.8% and 0.3%, respectively, of the outstanding pool balance as of the cut-off date, which will be transferred to the issuing entity by Cantor Commercial Real Estate Lending, L.P. See “The Servicers—The Primary Servicers—Berkeley Point Capital LLC” in this free writing prospectus. In addition, with respect to 28 mortgage loans secured by mortgaged properties representing approximately 25.3% of the outstanding pool balance as of the cut-off date, Berkeley Point Capital LLC will have the right to assume limited subservicing duties consisting of performing inspections and collecting financial statements. 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 or servicers 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.

			Wells Fargo Bank, National Association, a national banking association, will act as primary servicer with respect to the mortgage loans secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle, La Gran Plaza and Walgreens Portfolio, representing approximately 6.6%, 1.9% and 1.2%, respectively, of the outstanding pool balance as of the cut-off date.

	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 19801.

			Following the transfer of the underlying mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record with respect to each mortgage loan transferred to the issuing entity. 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 Walgreens Portfolio mortgage loan is the trustee, Wilmington Trust, National

			Association, under the WFCM 2015-LC20 pooling and servicing agreement.

			An affiliate of Ladder Capital Finance LLC is the current mortgagee of record with respect to the La Gran Plaza mortgage loan, but (to the extent required by the related mortgage loan purchase agreement) will assign record title to Wilmington Trust, National Association, in its capacity as trustee under the pooling and servicing agreement for this transaction. It is expected that after the securitization of the related pari passu companion loan designated as the La Gran Plaza Note A-1, the mortgagee of record with respect to the La Gran Plaza mortgage loan, respectively, will be the trustee under the pooling and servicing agreement entered into in connection with such securitization.

			See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this free writing prospectus.

	Certificate Administrator
	and Custodian		Wells Fargo Bank, National Association, a national banking association. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045. 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 2015-CCRE23 Mortgage Trust.

			The custodian with respect to the Walgreens Portfolio mortgage loan is the custodian, Wells Fargo Bank, National Association, under the WFCM 2015-LC20 pooling and servicing agreement.

			The initial custodian with respect to the La Gran Plaza mortgage loan will be Wells Fargo Bank, National Association, in its capacity as custodian under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as the La Gran Plaza Note A-1, the custodian of the related mortgage file will be the custodian under the pooling and servicing agreement entered into in connection with such 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 and Custodian” in this free writing prospectus.

	The fees of the trustee, custodian and certificate administrator will be payable monthly from amounts received in respect of interest on each mortgage loan (prior to application of such interest payments to make payments on the certificates), and will be equal to, in the aggregate, 0.0034% 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	Pentalpha Surveillance LLC, a Delaware limited liability company. The corporate office of Pentalpha Surveillance LLC is located at 375 N. French Road, Amherst, New York 14228. Pentalpha Surveillance LLC is an affiliate of the privately-owned Pentalpha group of companies, which is headquartered at Two Greenwich Office Park North, Greenwich, Connecticut 06831.

	With respect to each mortgage loan (other than the La Gran Plaza mortgage loan and any non-serviced mortgage loan) or serviced loan combination (other than the La Gran Plaza 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 the La Gran Plaza mortgage loan and any non-serviced mortgage loans) or serviced loan combinations (other than the La Gran Plaza loan combination) 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, provided, however, that no such annual report will be required from the operating advisor with respect to the special servicer if during the prior calendar year, no asset status report was prepared by the special servicer in connection with a specially serviced loan or REO property.

			With respect to each mortgage loan (other than the La Gran Plaza mortgage loan and any non-serviced mortgage loan) or serviced loan combination (other than the La Gran Plaza 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, the La Gran Plaza mortgage loan and the Courtyard by Marriott non-pooled trust companion loans) 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 X-C, Class X-D, Class V, 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.

	Directing Holder		With respect to each mortgage loan (other than the La Gran Plaza mortgage loan, the Courtyard by Marriott pooled mortgage loan and any non-serviced mortgage loan) or serviced loan combination (other than the La Gran Plaza loan combination and the Courtyard by Marriott 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 mortgage loan, the Courtyard by Marriott pooled mortgage loan and the La Gran Plaza mortgage loan, the directing holder will be as specified in the definition of “Directing Holder” as set forth in “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus.

			The controlling class is the most subordinate of the Class E, Class F and Class G certificates then outstanding that has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class. No other class of certificates will be eligible to act as the controlling class or appoint a directing holder.

			For so long as at least one of the Class E, Class F and Class G certificates has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class, the directing holder will have certain consent and consultation rights under the pooling and servicing agreement under certain circumstances.

			With respect to each mortgage loan and serviced loan combination (other than the La Gran Plaza loan combination and the Courtyard by Marriott loan combination), at any time that 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, the consent rights of the directing holder will terminate, and the directing holder will retain consultation rights under the pooling and servicing agreement under certain circumstances.

			With respect to each mortgage loan and serviced loan combination (other than the La Gran Plaza loan combination and the Courtyard by Marriott loan combination), at any time that a “consultation termination event,” as described under “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus, has occurred and is continuing, all of the rights of the directing holder will terminate (other than the right to receive certain notices and information as a certificateholder). See “The Pooling and Servicing Agreement—The Directing Holder” in this free writing prospectus.

			Seer Capital Partners Master Fund L.P. (i) is expected to purchase the Class E, Class F, Class G, Class X-D, and Class V certificates and (ii) is expected to act as the initial directing holder with respect to each mortgage loan (other than any non-serviced mortgage loan) and serviced loan combination (other than the La Gran Plaza loan combination and the Courtyard by Marriott loan combination).

			With respect to the La Gran Plaza loan combination, the holder of the related pari passu companion loan designated as Note A-1, which as of the closing date is expected to be an affiliate of Ladder Capital Finance LLC, is the directing holder of the La Gran Plaza loan combination.

			With respect to the Courtyard by Marriott loan combination, the holder of more than 50% of the Class CM-E certificates will be the initial directing holder of the Courtyard by Marriott loan combination.

			Prior to the occurrence of a control termination event, the special servicer may be removed with respect to the mortgage loans (other than any non-serviced mortgage loan) and any serviced loan combination (other than the La Gran Plaza loan combination) by the applicable directing holder with or without consent.

			With respect to the Walgreens Portfolio mortgage loan, the directing holder, Rialto Capital Advisors, LLC, under the WFCM 2015-LC20 pooling and servicing agreement is expected to be the initial directing holder of the Walgreens Portfolio loan combination.

			In the case of the 9200 & 9220 Sunset loan combination and 3 Columbus Circle loan combination the holders of the related companion loan(s) 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.

	Underwriters		Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., Jefferies LLC, Citigroup Global Markets Inc. and CastleOak Securities, L.P. are the underwriters. Deutsche Bank Securities Inc. is an affiliate of German American Capital Corporation, a sponsor and a 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. Jefferies LLC is an affiliate of Jefferies LoanCore LLC, a sponsor and a 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 a mortgage loan seller, Deutsche Bank Securities Inc., an underwriter, and Deutsche Mortgage & Asset Receiving Corporation, the depositor are affiliates of each other.

			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.

			Jefferies LoanCore LLC, a sponsor and a mortgage loan seller, is affiliated with Jefferies LLC, an underwriter.

			CWCapital Asset Management LLC or an affiliate of CWCapital Asset Management LLC assisted Seer Capital Management L.P.

			or one of its affiliates with its due diligence of the mortgage loans prior to the closing date.

			Deutsche Bank AG, Cayman Islands Branch (an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, German American Capital Corporation, a sponsor and a mortgage loan seller, and Deutsche Bank Securities Inc., an underwriter), 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 April 24, 2015, 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 6.0% of the outstanding pool balance as of the cut-off date (except that the number and dollar amount of mortgage loans subject to that repurchase facility may increase or decrease prior to the issuance of the certificates).

			Deutsche Bank AG, Cayman Islands Branch (an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, German American Capital Corporation, a sponsor and a mortgage loan seller, and Deutsche Bank Securities Inc., an underwriter), and certain other third party lenders provide warehouse financing to certain affiliates of Ladder Capital Finance LLC through various repurchase facilities. Some or all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor are (or are expected to be prior to the closing date) subject to those repurchase facilities. Proceeds received by Ladder Capital Finance LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties.

			Deutsche Bank AG, Cayman Islands Branch (an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, German American Capital Corporation, a sponsor and a mortgage loan seller, and Deutsche Bank Securities Inc., an underwriter), and certain other third party lenders provide warehouse financing to certain affiliates of Jefferies LoanCore LLC through various repurchase facilities. Some or all of the mortgage loans that Jefferies LoanCore LLC will transfer to the depositor are (or are expected to be prior to the closing date) subject to those repurchase facilities. Proceeds received by Jefferies LoanCore LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied,

			among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties. As of April 24, 2015, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty to Jefferies LoanCore LLC with respect to 1 of the mortgage loans that Jefferies LoanCore LLC and German American Capital Corporation will transfer to the depositor, representing approximately 4.1% of the outstanding pool balance as of the cut-off date (except that the number and dollar amount of mortgage loans subject to that repurchase facility may increase or decrease prior to the issuance of the certificates).

			Jefferies Funding LLC (an affiliate of Jefferies LLC, an underwriter), provides warehouse financing to Jefferies LoanCore LLC through various repurchase facilities. None of the mortgage loans that Jefferies LoanCore LLC will transfer to the depositor are (or are expected to be prior to the closing date) subject to those repurchase facilities.

			Pursuant to certain interim servicing agreements between German American Capital Corporation and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 2 of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 2.3% of the outstanding pool balance as of the cut-off date.

			Pursuant to certain interim servicing agreements between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 11 of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 7.4% of the outstanding pool balance as of the cut-off date.

			Pursuant to a limited subservicing agreement between Berkeley Point Capital LLC, on the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Berkeley Point Capital LLC will have the right to assume certain limited subservicing duties consisting of performing inspections and collecting financial statements with respect to 28 of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 25.3% of the outstanding pool balance as of the cut-off date, and will receive a fee equal to 0.0200% per annum for each such mortgage loan.

			Pursuant to a subservicing agreement between Wells Fargo Bank, National Association, a national banking association, on

			the one hand, and Midland Loan Services, a division of PNC Bank, National Association, on the other hand, Wells Fargo Bank, National Association is expected to act as primary servicer with respect to the mortgage loans secured by the mortgaged properties identified on Annex A-1 to this free writing prospectus as 3 Columbus Circle and La Gran Plaza, representing approximately 6.6% and 1.9%, respectively, of the outstanding pool balance as of the cut-off date.

			Wells Fargo Bank, National Association, which is acting as the certificate administrator, custodian, 17g-5 information provider, certificate registrar and authenticating agent with respect to this transaction, is the WFCM 2015-LC20 master servicer, the WFCM 2015-LC20 certificate administrator and the WFCM 2015-LC20 custodian under the WFCM 2015-LC20 pooling and servicing agreement, which currently holds the Walgreens Portfolio pari passu companion loan designated as Note A-1.

			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, including, prior to their inclusion in the issuing entity, 12 of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 21.5% of the outstanding pool balance as of the cut-off date.

			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, including, prior to their inclusion in the issuing entity, 17 of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 17.9% of the outstanding pool balance as of the cut-off date.

			Pursuant to certain interim servicing agreements between Ladder Capital Finance LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 17 of the mortgage loans to be contributed to this securitization by Ladder Capital Finance LLC, representing approximately 14.1% of the outstanding pool balance as of the cut-off date.

			Pursuant to certain interim servicing agreements between Jefferies LoanCore, LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, both of the mortgage loans to be contributed to this securitization by Jefferies LoanCore,

			LLC and German American Capital Corporation, representing approximately 12.9% of the outstanding pool balance as of the cut-off date.

			With respect to the 9200 & 9220 Sunset mortgage loan representing approximately 8.8% of the Initial Outstanding Pool Balance, as of the date of this free writing prospectus, JLC holds the related companion loan designated as Note A-1 and is expected to include it in a future securitization.

			With respect to the Courtyard by Marriott pooled mortgage loan representing approximately 7.3% of the Initial Outstanding Pool Balance, GACC and Citigroup Global Markets Realty Corp. or certain of their affiliates will, as of the date of the initial issuance of the Offered Certificates, hold the related companion loans designated as Note A-2B and Note A-2C, respectively.

			With respect to the La Gran Plaza mortgage loan representing approximately 1.9% of the Initial Outstanding Pool Balance, an affiliate of LCF will, as of the date of the initial issuance of the Offered Certificates, hold the related companion loans designated as Note A-1 and Note A-2.

			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.

			Ladder Capital Finance LLC is affiliated with the borrowers under 4 mortgage loans that Ladder Capital Finance LLC is contributing to this securitization, collectively representing approximately 0.2% of the outstanding pool balance as of the cut-off date. Such mortgage loans may contain certain terms that are more favorable to the subject borrower than would have been the case if the originating lender had not been an affiliate of the subject borrower.

	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 May 2015 and the date of origination of each mortgage loan.

	Closing Date		On or about May 15, 2015.

	Distribution Date		The fourth business day following the determination date in each month, commencing in June 2015. The initial distribution date will be June 12, 2015.

	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 June 2015.

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), 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) 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 2015-CCRE23 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 C

	●	Class D

	The trust to be created by the depositor will consist of a total of 26 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 E, Class F, Class G, Class CM-A, Class X-CM-CP, Class X-CM-EXT, Class CM-B, Class CM-C, Class CM-D, Class CM-E, 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 83 fixed-rate mortgage loans. The mortgage loans are secured by first liens on 220 commercial, multifamily and manufactured housing community properties.

	The issuing entity’s assets will also include certain of the promissory notes secured by the portfolio of Mortgaged

	Properties identified on Annex A-1 to this free writing prospectus as Courtyard by Marriott Portfolio, including:

	(i)	the promissory note designated as promissory note A-2A (referred to in this free writing prospectus as the “Courtyard by Marriott pooled mortgage loan”) with an outstanding principal balance as of the cut-off date of $100,000,000;

	(ii)	the promissory note designated as promissory note A-1 with an outstanding principal balance as of the cut-off date of $33,500,000 (the “Courtyard by Marriott non-pooled trust pari passu companion loan”); and

	(iii)	the promissory note designated as promissory note B with an outstanding principal balance as of the cut-off date of $355,000,000 (referred to in this free writing prospectus as the “Courtyard by Marriott non-pooled trust subordinate companion loan” and together, with the Courtyard by Marriott non-pooled trust pari passu companion loan, the “Courtyard by Marriott non-pooled trust companion loans”).

	The Courtyard by Marriott pooled mortgage loan will be pooled together with the other mortgage loans (collectively referred to in this free writing prospectus as the “mortgage pool”) and interest and principal received in respect of such mortgage loan will be available to make distributions in respect of each class of certificates other than the loan-specific certificates and the Class V certificates. The Courtyard by Marriott non-pooled trust companion loans will be assets of the issuing entity but will not be pooled together with the other mortgage loans, and payments of interest and principal received in respect of the Courtyard by Marriott non-pooled trust companion loans will only be available to make distributions in respect of the loan-specific certificates.

	See “Description of the Mortgage Pool—Loan Combinations—The Courtyard by Marriott Loan Combination.”
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%.

			(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.

	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 and Class X-D certificates will not have principal balances or entitle their holders to distributions of principal. The Class X-A, Class X-B, Class X-C and Class X-D certificates will represent the right to receive distributions of interest accrued as described in this free writing prospectus on their respective notional balances.

	The notional balance of the Class X-A certificates will equal the aggregate certificate balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M certificates outstanding from time to time. The total initial notional balance of the Class X-A certificates will be approximately $1,059,810,000.

	The notional balance of the Class X-B certificates will equal the aggregate certificate balances of the Class B and Class C certificates outstanding from time to time. The total initial notional balance of the Class X-B certificates will be approximately $154,092,000.

	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 $58,212,000.

	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 $27,394,000.

Pass-Through Rates	Each class of certificates (other than the Class V, Class R and Class LR certificates) will accrue interest at an annual rate called a pass-through rate which (other than for the loan-specific certificates) is set forth or otherwise described below:

	●	The respective pass-through rates applicable to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G certificates will equal one of (i) a fixed per annum rate, (ii) the weighted average of the net mortgage rates on the mortgage loans in the mortgage pool (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 and (iv) Class X-D certificates will equal approximately % per annum.

			●	The pass-through rate for each of the Class X-A, Class X-B, Class X-C and Class X-D certificates for any distribution date will equal, in the case of the Class X-C and Class X-D certificates, the respective strip rate, and in the case of the Class X-A and Class X-B certificates, the weighted average of the respective strip rates, which we refer to as Class X-A strip rates, Class X-B strip rates, Class X-C strip rate and Class X-D 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 and Class X-D certificates, respectively, outstanding immediately prior to the related distribution date, with the relevant weighting to be done based upon the relative sizes of those components. Each of the components of the Class X-A certificates will have a component notional balance that corresponds to the certificate balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, or Class A-M certificates, respectively. Each of the components of the Class X-B certificates will have a component notional balance that corresponds to the certificate balance of the Class B or Class C certificates, respectively. The Class X-C certificates will have a component notional balance that corresponds to the certificate balance of the Class D certificates. The Class X-D certificates will have a component notional balance that corresponds to the certificate balance of the Class E certificates. For purposes of the accrual of interest on the Class X-A, Class X-B, Class X-C and Class X-D certificates for each distribution date, the applicable Class X-A strip rate, Class X-B strip rate, Class X-C strip rate or Class X-D 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 in the mortgage pool 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.

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

			●	The Class V, Class R and Class LR certificates will not have pass-through rates. See “Description of the Offered

		Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this free writing prospectus.

	See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

Assumed Final Distribution
Date; Rated Final Distribution Date	The assumed final distribution dates of the offered certificates are set forth below. Such dates were calculated based on numerous assumptions as described in this free writing prospectus under “Description of the Offered Certificates—Distributions—Assumed Final Distribution Date.” Accordingly, if those assumptions prove to be inaccurate, the actual final distribution date for one or more classes of the offered certificates may be earlier or later, and could be substantially earlier or later, than the related assumed final distribution date(s).


	Class	Assumed Final Distribution Date
	Class A-1	January 2020
	Class A-2	April 2020
	Class A-SB	December 2024
	Class A-3	March 2025
	Class A-4	April 2025
	Class X-A	April 2025
	Class A-M	April 2025
	Class B	April 2025
	Class C	April 2025
	Class D	May 2025

	The “Rated Final Distribution Date” of the offered certificates will be the distribution date in May 2048. The Class G, 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 CM-A, Class X-CM-CP, Class X-CM-EXT, Class CM-B, Class CM-C, Class CM-D, Class CM-E, Class V, Class R and Class LR certificates, from available funds in respect of the mortgage pool (which will exclude any amounts attributable to the Courtyard by Marriott non-pooled trust companion loans) in an amount equal to your certificate’s interest and/or principal entitlement, subject to: